Common use of Compensation Benefits Clause in Contracts

Compensation Benefits. (a) Set forth on Schedule 4.10(a) of the Company Disclosure Letter is a list, as of the date hereof, of all of the material Company Benefit Plans. (b) True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Plans and related trust documents and favorable determination letters, if applicable, have been furnished or made available to Parent or its Representatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Company Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statements, and all material correspondence to or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Plan. (c) Each Company Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 4.10(d) of the Company Disclosure Letter, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of the Company Benefit Plans. (e) All material contributions required to be made by the Company or any of its Subsidiaries to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAP. (f) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated Group, none of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, has engaged in a transaction in connection with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (g) None of the Company, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA), Section 302 of ERISA, or Section 412 of the Code. (h) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other than continuation coverage pursuant to Section 4980B of the Code or any similar state Law, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person. (i) Except as set forth on Schedule 4.10(i) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination with any other event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit Plan, (ii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, or (iv) result in any payment from the Company or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a) of the Company Disclosure Letter is a list, as of the date hereof, of all of the material Company Benefit Plans. (b) TrueWith respect to each material Company Benefit Plan, the Company has provided or made available to the Parent true, correct and complete copies of the current plan and trust documents (or a written description of material terms if such plan is not written) of each of and, to the material Company Benefit Plans and related trust documents and favorable determination letters, if extent applicable, have been furnished (i) the most recent favorable determination, advisory or made available to Parent or its Representatives, along with opinion letter received from the Internal Revenue Service; (ii) the most recent report filed on Form 5500 (and all schedules and attachments thereto); (iii) the most recent summary plan description with respect provided to each Company Benefit Plan required to file a Form 5500, participants (and all summaries of material modifications); (iv) the most recently prepared actuarial reports and financial statements, ; (v) all related insurance contracts or other funding arrangements; and (vi) all material non-routine correspondence to or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Plan. (c) Each Company Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with its terms and all applicable Laws, including ERISA and the Code, except where the failure to so comply would not reasonably be expected to be, individually or in the aggregate, a material liability to the Company. (d) Except as set forth on Schedule 4.10(d) of the Company Disclosure Letter, there There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, on behalf of or with respect to, any of the Company Benefit Plans, except for such Proceedings that would not reasonably be expected to be, individually or in the aggregate, a material liability to the Company, and there are no Proceedings by a Governmental Entity on behalf of or with respect to any of the Company Benefit Plans, except for such Proceedings that would not reasonably be expected to be, individually or in the aggregate, a material liability to the Company. (e) All material contributions contributions, reimbursements, and premium payments required to be made by the Company or any of its Subsidiaries with respect to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made or properly accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAP. (f) Each Company Benefit Plan that is or was intended to be qualified under Section 401(a) of the Code has been determined by received a current favorable determination letter or may rely upon a current opinion or advisory letter from the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated GroupPlan, none of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated GroupPerson, has engaged in a transaction “prohibited transaction” or breach of a fiduciary duty (as determined under ERISA) in connection with which the Company, Company or its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do have not have incurred any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (g) None of Neither the Company, Company nor any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six to (6including on account of any member of their Aggregated Group) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, a plan that is or was: (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA) or an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is or was subject to Title IV of ERISA or Section 412 of the Code; (including ii) a multiemployer plan “multiple employer plan” within the meaning of Section 4001(a)(3210 of ERISA or Section 413(c) of the Code; or (iii) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), . Neither the Company nor any of its Subsidiaries has any current or contingent liability or obligation as a consequence of at any time being considered a single employer with any other Person under Section 302 of ERISA, or Section 412 414 of the Code. (h) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other Other than continuation coverage pursuant to Section 4980B of the Code or any similar state LawLaw for which the recipient pays the full premium cost of coverage, no Company Benefit Plan provides retiree and the Company and its Subsidiaries have no current or potential obligation to provide retiree, post-employment employment, post-ownership, or post-service medical, disability, life insurance or other welfare benefits to any Person. (i) Except as set forth on Schedule 4.10(i) of the Company Disclosure Letter, neither Neither the execution and delivery of this Agreement Agreement, nor the consummation of the Transactions willcontemplated hereby, either alone or in combination with any other another event, could: (i) accelerate entitle any current or former employee, officer, director or other individual service provider of the time Company or any Subsidiary thereof (or any dependent or beneficiary thereof) to any payment of payment compensation or vesting, benefits (whether in cash or materially property); (ii) increase the amount of compensation or benefits due or payable to any such Person set forth in the preceding clause (i); (iii) accelerate the vesting, funding or time of payment of any compensation, equity award or other benefit; (iv) require a contribution by the Company to any Company Employee Benefit Plan; (v) restrict the ability of the Company to merge, amend or other current or former director, officer, employee or independent contractor under terminate any Company Benefit Plan, (iivi) directly or indirectly cause result in the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets forgiveness of any Company Benefit Plan on employee or following the Effective Time, service provider loan; or (ivvii) result in any payment from the Company or any of its Subsidiaries (whether in cash or cash, property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § Regulation Section 1.280G-1) of the Company or any of its Subsidiaries that wouldcould, individually or in combination with any other such payment from the Company or any of its Subsidiariesbenefit, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)) or result in the imposition on any person of an excise tax under Section 4999 of the Code. (j) Neither the Company nor any Subsidiary of the Company thereof has any current or contingent obligation to provideindemnify, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross gross-up, indemnification, reimbursement reimburse or other payment otherwise make whole any Person for any excise or additional Taxes, interest including those imposed under Section 4999 or penalties incurred pursuant to Section 409A or Section 4999 of the Code (or due to the failure any corresponding provisions of any payment to be deductible under Section 280G of the Codestate, local or foreign Tax law). (k) Each To the knowledge of the Company, (i) each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a “nonqualified deferred compensation plan within plan” (as defined under Section 409A(d)(1) of the meaning of Code) subject to Section 409A of the Code has been operated and maintained administered in all material respects in operational compliance with, and is in all respects in documentary compliance with with, Section 409A of the Code and applicable all IRS guidance promulgated thereunder, and (ii) to the knowledge of the Company, no amount under any such plan, agreement or arrangement is, has been or could reasonably be expected to be subject to any additional Tax, interest or penalties under Section 409A of the Code. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any employee of the Company Employees or any Subsidiary thereof (“Company Employees”) who reside resides or work works outside of the United States.

Compensation Benefits. (a) Set forth on Schedule in Section 4.10(a) of the Company Disclosure Letter is a list, as of the date hereof, of all of the Employee Benefit Plans sponsored, maintained, contributed to, or required to be contributed to by the Company or any of its Subsidiaries or with respect to which the Company or any of its Subsidiaries has, or could reasonably be expected to have, any material Company liability (such Employee Benefit Plans. (b) , and whether or not material, the “Company Plans”). True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Plans (or, in the case of any unwritten Company Plan, a written description thereof) and any amendments thereto and, as applicable, the most current versions of any related trust documents and agreements, insurance contracts or other funding arrangements, favorable determination or opinion letters, if applicableand the most recent report on Form 5500 and summary plan description with respect to each such Company Plan, in each case, have been furnished or made available to Parent or its Representatives. (b) Each Company Plan has been administered, along funded (if applicable) and maintained in compliance with the most recent report filed on Form 5500 and summary plan description with respect to each Company Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statements, its terms and all material correspondence to or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Planapplicable Laws. (c) Each Company Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code has been establishedreceived a favorable determination letter, fundedor may rely on a favorable opinion letter, administered issued by the IRS, and maintained to the knowledge of the Company, no events have occurred that would reasonably be expected to result in compliance any such letter being revoked or in all material respects with all applicable Laws, including ERISA and the Codeloss of the qualified status of any such Company Plan. (d) Except as set forth on Schedule 4.10(d) As of the Company Disclosure Letterdate of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there are no Proceedings by except for such pending actions, suits or claims that would not reasonably be expected to have, individually or in the aggregate, a Governmental Entity with respect to any of the Company Benefit PlansMaterial Adverse Effect. (e) All material contributions required to be made by the Company or any of its Subsidiaries to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAPmade. (f) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With There are no material unfunded benefit obligations with respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of that have not been properly accrued for in the Company’s Aggregated Group, none of financial statements or disclosed in the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, has engaged notes thereto in a transaction in connection accordance with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the CodeGAAP. (g) None of the Company, any of its Subsidiaries Subsidiaries, or any member of their respective Aggregated Groups sponsors, maintainsERISA Affiliates, contributes to or to, has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or otherwise has any current liability (actual or contingent liability or obligation under or contingent) with respect to, and no Company Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, ERISA or Section 412 of the Code. (h) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letterfor continuation coverage to be provided, other and for no longer than continuation coverage is required to be provided, pursuant to Section 4980B of the Code or any similar state LawLaw for which any director, officer or employee (including any former director, officer or employee) is responsible for the full cost of such coverage, neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Benefit Plan provides retiree or promises, any post-employment or post-service retirement medical, dental, disability, hospitalization, life insurance or other welfare similar benefits (whether insured or self-insured) to any Persondirector, officer or employee (including any former director, officer or employee) of the Company or any of its Affiliates. (i) Except as set forth on Schedule 4.10(i) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any current or former service provider of the Company Disclosure Letteror any of its Affiliates for any Tax incurred by such service provider under Sections 409A or 4999 of the Code. (j) Except as contemplated by this Agreement, neither the execution and delivery of this Agreement nor and the consummation of the Transactions will, will not (either alone or in combination with any other another event), (i) accelerate result in any payment or benefit from the Company or any of its Subsidiaries becoming due, or increase in the amount of any compensation due, to any current or former officers, employees or consultants of the Company or any of its Affiliates, (ii) increase any benefits otherwise payable under any Company Plan, (iii) result in the acceleration of the time of payment (including the funding of a trust or vesting, or materially increase the amount transfer of compensation due to any Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit Plan, (ii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Plan) or vesting of or otherwise trigger any compensation or benefits payable to or in respect of any current or former employee, director or consultant of the Company or any of its Affiliates or (iiiiv) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, or (iv) result in any payment from the Company or any of its Subsidiaries to merge, amend or terminate any Company Plan. (whether in cash k) No payment or property benefit (or portion thereof) that is required to be made by the vesting Company or any of property) its Subsidiaries under any Company Plan or this Agreement with respect to any “disqualified individual” (as such term is defined in Treasury Regulations § within Treas. Reg. 1.280G-1) of the Company or any of its Subsidiaries that would, Q&A 15), individually or in combination with any other such payment from the Company or any of its Subsidiariesaggregate, reasonably could be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A 280G(b) of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunderCode. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a5.10(a) of the Company Parent Disclosure Letter is a list, as of the date hereof, of all of the material Company Employee Benefit Plans sponsored, maintained, or contributed to by Parent or any of its Subsidiaries or with respect to which Parent or any of its Subsidiaries could reasonably be expected to have any liability or that provide benefits to any individual performing services to Parent or any of its Subsidiaries (the “Parent Plans. (b) ”). True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Parent Plans and the most current version of any related trust documents agreements, insurance contracts or other funding arrangements, summary plan descriptions, the most recent Form 5500 filing and favorable the most current version of any applicable IRS determination letters, if applicable, letters have been furnished or made available to Parent the Company or its Representatives. (b) Each Parent Plan has been administered, along funded (if applicable) and maintained in compliance with the most recent report filed on Form 5500 and summary plan description with respect to each Company Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statements, its terms and all material correspondence applicable Laws, except where the failure to so comply would not reasonably be expected to have, individually or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to aggregate, a Company Benefit PlanParent Material Adverse Effect. (c) Each Company Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 4.10(d) As of the Company Disclosure Letterdate of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the CompanyParent, threatened against, or with respect to, any of the Company Benefit Parent Plans, and there except for such pending actions, suits or claims that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) There are no Proceedings by a Governmental Entity material unfunded benefit obligations that have not been properly accrued for in Parent’s financial statements or disclosed in the notes thereto in accordance with respect to any of the Company Benefit PlansGAAP. (e) All material contributions required to be made by the Company or any of its Subsidiaries to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAP. (f) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated Group, none of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, has engaged in a transaction in connection with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (g) None of the Company, Parent or any of its Subsidiaries or any member entity which would be deemed to be a single employer with Parent or any of their respective Aggregated Groups sponsors, maintains, its Subsidiaries under Code Section 414 contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Parent Plan is, (i) a plan that is or was subject to Title IV of ERISA and/or Section 412 of the Code, (including ii) a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code. (h) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other than continuation coverage pursuant to Section 4980B of the Code or any similar state Law, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person. (i) Except as set forth on Schedule 4.10(i) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination with any other event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit Plan, (ii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Plan, (iii) limit or restrict a multiple employer plan as described in Section 413(c) of the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective TimeCode, or (iv) result in any payment from the Company or any of its Subsidiaries a multiple employer welfare arrangement (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunderERISA 3(40)). (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(ain Section 5.10(a) of the Company Parent Disclosure Letter is a list, as of the date hereof, of all of the material Company Employee Benefit Plans sponsored, maintained, contributed to, or required to be contributed to by Parent or any of its Subsidiaries or with respect to which Parent or any of its Subsidiaries has, or could reasonably be expected to have, any material liability (such Employee Benefit Plans. (b) , whether or not material, the “Parent Plans”). True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Parent Plans (or, in the case of any unwritten Parent Plan, a written description thereof) and any amendments thereto and, as applicable, the most current versions of any related trust documents and agreements, insurance contracts or other funding arrangements, favorable determination or opinion letters, if applicable, have been furnished or made available to Parent or its Representatives, along with and the most recent report filed on Form 5500 and summary plan description with respect to each such Parent Plan, in each case, have been furnished or made available to the Company Benefit or its Representatives. (b) Each Parent Plan required to file a Form 5500has been administered, the most recently prepared actuarial reports funded (if applicable) and financial statements, maintained in compliance with its terms and all material correspondence to or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Planapplicable Laws. (c) Each Company Benefit Parent Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code has been establishedreceived a favorable determination letter, fundedor may rely on a favorable opinion letter, administered issued by the IRS, and maintained to the knowledge of Parent, no events have occurred that would reasonably be expected to result in compliance any such letter being revoked or in all material respects with all applicable Laws, including ERISA and the Codeloss of the qualified status of any such Parent Plan. (d) Except as set forth on Schedule 4.10(d) As of the Company Disclosure Letterdate of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the CompanyParent, threatened against, or with respect to, any of the Company Benefit Parent Plans, and there are no Proceedings by except for such pending actions, suits or claims that would not reasonably be expected to have, individually or in the aggregate, a Governmental Entity with respect to any of the Company Benefit PlansParent Material Adverse Effect. (e) All material contributions required to be made by the Company or any of its Subsidiaries to the Company Benefit Parent Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAPmade. (f) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With There are no material unfunded benefit obligations with respect to any Company Benefit Parent Plan that have not been properly accrued for in Parent’s financial statements or any Employee Benefit Plan sponsored, maintained or contributed to by a member of disclosed in the Company’s Aggregated Group, none of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, has engaged notes thereto in a transaction in connection accordance with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the CodeGAAP. (g) None of the Company, Neither Parent nor any of its Subsidiaries or any member of their respective Aggregated Groups sponsorsERISA Affiliates contributes to, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or otherwise has any current liability (actual or contingent liability or obligation under or contingent) with respect to, and no Company Benefit Parent Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code. (h) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other than continuation coverage pursuant to Section 4980B of the Code or any similar state Law, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person. (i) Except as set forth on Schedule 4.10(i) of the Company Disclosure Letter, neither the The execution and delivery of this Agreement nor and the consummation of the Transactions will, will not (either alone or in combination with any other another event), (i) accelerate result in any payment or benefit from Parent or any of its Subsidiaries becoming due, or increase in the amount of any compensation due, to any of their current or former respective officers, employees or consultants, (ii) materially increase any benefits otherwise payable under any Parent Plan, (iii) to the knowledge of Parent, result in the acceleration of the time of payment (including the funding of a trust or vesting, or materially increase the amount transfer of compensation due to any Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit Plan, (ii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Parent Plan) or vesting of or otherwise trigger any compensation or benefits payable to or in respect of any current or former employee, director or consultant of Parent or its Subsidiaries or (iiiiv) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, or (iv) result in any payment from the Company Parent or any of its Subsidiaries (whether in cash to merge, amend or property or the vesting of property) to terminate any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)Parent Plan. (j) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a) of the Company Disclosure Letter is a list, as of the date hereof, of all of the material Employee Benefit Plans sponsored, maintained, or contributed to by the Company Benefit or any of its Subsidiaries or with respect to which the Company or any of its Subsidiaries could reasonably be expected to have any liability or that provide benefits to any individual performing services to the Company or any of its Subsidiaries (the “Company Plans. (b) ”). True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Plans and the most current version of any related trust documents agreements, insurance contracts or other funding arrangements, summary plan descriptions, the most recent Form 5500 filing and favorable the most current version of any applicable IRS determination letters, if applicable, letters have been furnished or made available to Parent or its Representatives. (b) Each Company Plan has been administered, along funded (if applicable) and maintained in compliance with the most recent report filed on Form 5500 and summary plan description with respect to each Company Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statements, its terms and all material correspondence applicable Laws, except where the failure to so comply would not reasonably be expected to have, individually or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to aggregate, a Company Benefit PlanMaterial Adverse Effect. (c) Each Company Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 4.10(d) As of the Company Disclosure Letterdate of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there except for such pending actions, suits or claims that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) There are no Proceedings by a Governmental Entity material unfunded benefit obligations that have not been properly accrued for in the Company’s financial statements or disclosed in the notes thereto in accordance with respect to any of the Company Benefit PlansGAAP. (e) All material contributions required to be made by None of the Company or any of its Subsidiaries to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAP. (f) Each Company Benefit Plan that is intended any entity which would be deemed to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated Group, none of the single employer with Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, has engaged in a transaction in connection with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to under Code Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (g) None of the Company, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, 414 contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, (i) a plan that is or was subject to Title IV of ERISA and/or Section 412 of the Code, (including ii) a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), (iii) a multiple employer plan as described in Section 302 of ERISA, or Section 412 413(c) of the Code, or (iv) a multiple employer welfare arrangement (within the meaning of ERISA 3(40)). (hf) Except as contemplated by this Agreement or as set forth on Schedule 4.10(h4.10(f) of the Company Disclosure Letter, other than continuation coverage pursuant to Section 4980B of the Code or any similar state Law, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person. (i) Except as set forth on Schedule 4.10(i) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor and the consummation of the Transactions will, will not (either alone or in combination with any other another event), (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit Plan, (ii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, or (iv) result in any payment from the Company or any of its Subsidiaries becoming due, or increase in the amount of any compensation due, to any of their respective officers, employees or consultants, (whether ii) increase any benefits otherwise payable under any Company Plan, (iii) result in cash the acceleration of the time of payment (including the funding of a trust or property transfer of any assets to fund any benefits under any Company Plan) or the vesting of propertyany compensation or benefits payable to or in respect of any current or former employee, director or consultant, or (iv) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) limit or restrict the right of the Company or any of its Subsidiaries to merge, amend or terminate any Company Plan. (g) Each Company Plan that wouldis a non-qualified deferred compensation plan or arrangement within the meaning of Section 409A of the Code, individually and any underlying award or benefit, is in combination compliance, in all material respects, with Section 409A of the Code and no payment or award that has been made to any other such payment from participant under a Company Plan is subject to the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined interest and penalties specified in Section 280G(b)(1409A(a)(1)(B) of the Code). (j) . Neither the Company nor any Subsidiary of the Company (i) has any obligation to provide, and no reimburse or indemnify any participant in a Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, of the interest or penalties incurred pursuant to specified in Section 409A or Section 4999 409A(a)(1)(B) of the Code that may be currently due or due to triggered in the failure of any payment to be deductible under Section 280G of the Code. (k) Each Company Benefit Plan or any other agreement, arrangementfuture, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code (ii) has been operated and maintained in all material respects in operational and documentary compliance required to report to any government authority any correction or taxes due as a result of a failure to comply with Section 409A of the Code and applicable guidance thereunderCode. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a) of the Company Disclosure Letter is a list, as of the date hereof, of all of the material Employee Benefit Plans sponsored, maintained, or contributed to or required to be contributed to by the Company Benefit or any of its Affiliates (without regard to materiality, the “Company Plans”). (b) True, correct and complete copies (or a description if such of the plan is not written) documents, including any amendments thereto, of each of the material Company Benefit Plans (or if any such Company Plan is not in writing, a written description of such Company Plan) and related trust documents documents, summary plan descriptions (including any summaries of material modifications thereto) and favorable determination letters, if applicable, have been furnished or made available to Parent or its Representatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Company Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statements, and all material correspondence to or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Plan. (c) Each Company Benefit Plan has been establishedmaintained, fundedoperated, administered and maintained in compliance funded in all material respects in accordance with its terms and in material compliance with all applicable Laws. Each Company Plan that constitutes in any part a “nonqualified deferred compensation plan” (as defined under Section 409A(d)(1) of the Code) subject to Section 409A of the Code has been operated and administered in material operational compliance with, including ERISA and is in all respects in documentary compliance with, Section 409A of the Code, and no amount under any such Company Plan is or has been subject to the interest and additional Tax set forth under Section 409A(a)(1)(B) of the Code. (d) Except as set forth on Schedule 4.10(dWith respect to each Company Plan intended to be “qualified” within the meaning of Section 401(a) of the Code, (i) each such Company Disclosure LetterPlan has received a favorable determination letter (or opinion or advisory letter, if applicable) from the Internal Revenue Service with respect to its qualification, (ii) the trusts maintained thereunder are intended to be exempt from taxation under Section 501(a) of the Code and (iii) to the knowledge of the Company, no event has occurred or condition exists that could reasonably be expected to result in disqualification of such Company Plan or adversely affect the tax-exemption of its related trust. (e) As of the date of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there are no except for such pending actions, suits, claims or Proceedings that would not reasonably be expected to result in a material liability to the Company of its Affiliates. No Company Plan is, or within the last six years has been, the subject of an examination, investigation or audit by a Governmental Entity with respect to any Entity, or is the subject of the Company Benefit Plans. (e) All material contributions required to be made by the Company an application or any of its Subsidiaries to the Company Benefit Plans pursuant to their terms filing under, or applicable Law have been timely made a participant in, a government-sponsored amnesty, voluntary compliance, self-correction or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAPsimilar program. (f) Each Company Benefit Plan There are no material unfunded benefit obligations that is intended to be qualified under Section 401(a) of the Code has have not been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of properly accrued for in the Company’s Aggregated Group, none of financial statements or disclosed in the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, has engaged notes thereto in a transaction in connection accordance with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the CodeGAAP. (g) None of the Company, any of its Subsidiaries Company or any member of their respective its Aggregated Groups Group sponsors, maintains, contributes to or to, has an obligation to contribute to, or in the past six (6) years has ever sponsored, maintained, contributed to or has had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, (i) a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code. , (hii) Except as set forth on Schedule 4.10(ha multiple employer plan that is subject to Section 413(c) of the Code, (iii) a multiple employer welfare arrangement, as defined in Section 3(40) of ERISA or (iv) a Company Disclosure LetterPlan that obligates the Company to provide a current or former employee, consultant, director or other service provider (or any beneficiary or dependent thereof) of the Company, any life insurance or medical or health benefits after his or her termination of employment or service with the Company, other than continuation coverage pursuant to as required under Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state Law. (h) With respect to each Company Plan, (i) neither the Company nor its Subsidiaries have engaged in, and to the knowledge of the Company, no other Person has engaged in, any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) and (ii) none of the Company Benefit or any of its Affiliates or, to the knowledge of the Company, any other “fiduciary” (as defined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of such Company Plan provides retiree that, in either case, would reasonably be expected to result in a material liability to the Company or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Personof its Subsidiaries. (i) Except as set forth on Schedule 4.10(i) of the Company Disclosure Letter, neither the execution and delivery of this Agreement Agreement, nor the consummation of the Transactions willtransactions contemplated hereby, either alone or in combination with any other another event, could: (i) accelerate entitle any current or former individual service provider of the time Company or any Subsidiary (or any dependent or beneficiary thereof) to any payment of payment or vesting, or materially compensation; (ii) increase the amount of compensation or benefits due to any Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit Plan, (ii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Plan, such person; (iii) limit accelerate the vesting, funding or restrict the right to materially amend, terminate or transfer the assets time of payment of any Company Benefit Plan on compensation or following the Effective Time, or benefit; (iv) require a contribution by the Company or any Subsidiary to any Company Plan; (v) result in any payment from the Company payments or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that wouldbenefits that, individually or in combination with any other such payment or benefit, could constitute the payment of any “excess parachute payment” within the meaning of Section 280G of the Code or in the imposition of an excise Tax under Section 4999 of the Code; or (vi) trigger any Tax gross-up, Tax equalization or other Tax reimbursement payment from the Company or any of its Subsidiaries, reasonably be expected Subsidiary to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan service provider of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunderSubsidiary. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a) of the Company Disclosure Letter is a list, as list of the date hereof, of all of the material each Company Benefit PlansPlan. (b) True, correct and complete copies of each material Company Benefit Plan (or or, in the case of any material Company Benefit Plan not in writing, a description if such plan is not written) of each of the material Company Benefit Plans terms thereof) and related trust documents and favorable determination letters, if applicable, have been furnished or made available to Parent or its Representatives, along with, as applicable, with respect to each material Company Benefit Plan, the most recent report filed on Form 5500 and 5500, summary plan description with respect to each Company Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statementsdescription, and all material correspondence to or from (including non-routine filings made with) any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Planyears. (c) Each Company Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA and the CodeCode in all material respects. (d) Except as set forth on Schedule 4.10(d) of the Company Disclosure Letter, there There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge Knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of the Company Benefit Plans. (e) All material contributions required to be made by the Company or any of its Subsidiaries to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made made. With respect to any Company Benefit Plan, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the knowledge of the Company, threatened, (ii) to the knowledge of the Company, no facts or circumstances exist that could reasonably be expected to give rise to any such actions, suits or claims, and (iii) no material administrative investigation, audit or other administrative proceeding by any Governmental Entity is pending, or, to the knowledge of the Company, threatened. (f) There are no material unfunded benefit obligations that have not been properly accrued for in the Company’s financial statements, and all contributions or other amounts payable by the Company or any of its Subsidiaries with respect to each Company Benefit Plan in respect of current or prior plan years have been paid or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, with GAAP. (fg) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge Knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsoredPlan, maintained or contributed to by a member of the Company’s Aggregated Group, none of neither the Company or nor any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, Subsidiaries has engaged in a transaction in connection with which the Company, Company or any of its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (gh) None of Neither the Company, Company nor any of its Subsidiaries nor any Person that could be treated as a single employer with the Company or any member of their respective Aggregated Groups its Subsidiaries under Section 414(b), (c), (m) or (o) of the Code (an “ERISA Affiliate”) maintains, sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or ever had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), Section Sections 302 or 303 of ERISA, or Section Sections 412 or 430 of the Code. (hi) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other than continuation coverage pursuant to Section 4980B of the Code or any similar state required by applicable Law, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person, and neither the Company nor any of its Subsidiaries has any obligation to provide such benefits. The Company and its Subsidiaries have not incurred (whether or not assessed) or could reasonably be expected to incur any Tax or penalty under Section 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (ij) Except as set forth on Schedule 4.10(i4.10(j) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions willcould, either alone or in combination with any other another event, (i) entitle any employees of the Company or any of its Subsidiaries to any amount of compensation or benefits (including any severance pay or any material increase in severance pay or any loan forgiveness), (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any such employee of the Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit Planof its Subsidiaries, (iiiii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any material benefits under any Company Benefit Plan, (iiiiv) otherwise give rise to any liability under any Company Benefit Plan or (v) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time. (k) Except as set forth on Schedule 4.10(k) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions could, either alone or (iv) in combination with another event, result in any payment from “excess parachute payment” within the Company or any meaning of its Subsidiaries (whether in cash or property or Section 280G of the vesting Code. Copies of property) Section 280G calculations with respect to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) within the meaning of Section 280G of the Company or any of its Subsidiaries that wouldCode) in connection with the Transactions, individually either alone or in combination with any other such payment from the Company another event, have been furnished or any of made available to Parent or its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)Representatives. (jl) Neither the Company nor any Subsidiary of the Company its Subsidiaries has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (lm) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any employees of the Company Employees or any of its Subsidiaries who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule in Section 4.10(a) of the Company Disclosure Letter is a list, as of the date hereof, of all of the Employee Benefit Plans sponsored, maintained, contributed to, or required to be contributed to by the Company or any of its Subsidiaries or with respect to which the Company or any of its Subsidiaries has, or could reasonably be expected to have, any material liability (the “Company Benefit Plans. (b) ”). True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Plans (or, in the case of any unwritten Company Plan, a written description thereof) and any amendments thereto and, as applicable, any related trust documents and agreements, insurance contracts or other funding arrangements, favorable determination or opinion letters, if applicableand the most recent report on Form 5500 and summary plan description with respect to each such Company Plan, in each case, have been furnished or made available to Parent or its Representatives. (b) Each Company Plan has been administered, along funded (if applicable) and maintained in compliance with the most recent report filed on Form 5500 and summary plan description with respect to each Company Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statements, its terms and all material correspondence applicable Laws, except where the failure to so comply would not reasonably be expected to have, individually or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to aggregate, a Company Benefit PlanMaterial Adverse Effect. (c) Each Company Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code has been establishedreceived a favorable determination letter, fundedor may rely on a favorable opinion letter, administered issued by the IRS, and maintained to the knowledge of the Company, no events have occurred that would reasonably be expected to result in compliance any such letter being revoked or in all material respects with all applicable Laws, including ERISA and the Codeloss of the qualified status of any such Company Plan. (d) Except as set forth on Schedule 4.10(d) As of the Company Disclosure Letterdate of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there are no Proceedings by except for such pending actions, suits or claims that would not reasonably be expected to have, individually or in the aggregate, a Governmental Entity with respect to any of the Company Benefit PlansMaterial Adverse Effect. (e) All material contributions required to be made by the Company or any of its Subsidiaries to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAPmade. (f) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With There are no material unfunded benefit obligations with respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of that have not been properly accrued for in the Company’s Aggregated Group, none of financial statements or disclosed in the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, has engaged notes thereto in a transaction in connection accordance with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the CodeGAAP. (g) None of the Company, Company or any of its Subsidiaries or any member of their respective Aggregated Groups sponsorscontributes to, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or otherwise has any current liability (actual or contingent liability or obligation under or contingent) with respect to, and no Company Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, ERISA or Section 412 of the Code. (h) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other than for continuation coverage to be provided, and for no longer than the continuation coverage is required to be provided, pursuant to Section 4980B of the Code or any similar state LawLaw for which any director, officer or employee (including any former director, officer or employee) is responsible for the full cost of such coverage, neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Benefit Plan provides retiree or promises, any post-employment or post-service retirement medical, dental, disability, hospitalization, life insurance or other welfare similar benefits (whether insured or self-insured) to any Persondirector, officer or employee (including any former director, officer or employee) of the Company or any of its Subsidiaries. (i) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any current or former service provider of the Company or any of its Subsidiaries for any Tax incurred by such service provider under Sections 409A or 4999 of the Code. (j) Except as contemplated by this Agreement or as set forth on Schedule 4.10(iin Section 4.10(j) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor and the consummation of the Transactions will, will not (either alone or in combination with any other another event), (i) accelerate result in any payment or benefit from the Company or any of its Subsidiaries becoming due, or increase in the amount of any compensation due, to any of their respective current or former officers, employees or consultants, (ii) increase any benefits otherwise payable under any Company Plan, (iii) result in the acceleration of the time of payment (including the funding of a trust or vesting, or materially increase the amount transfer of compensation due to any Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit Plan, (ii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Plan) or vesting of or otherwise trigger any compensation or benefits payable to or in respect of any current or former employee, director or consultant of the Company or its Subsidiaries or (iiiiv) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, or (iv) result in any payment from the Company or any of its Subsidiaries to merge, amend or terminate any Company Plan. (whether k) Except as set forth in cash Section 4.10(k) of the Company Disclosure Letter, no payment or property benefit (or portion thereof) that is required to be made by the vesting of property) Company, the Surviving Corporation or Parent under any Company Plan or this Agreement with respect to any “disqualified individual” (as such term is defined in Treasury Regulations § within Treas. Reg. 1.280G-1) of the Company or any of its Subsidiaries that would, Q&A 15), individually or in combination with any other such payment from the Company or any of its Subsidiariesaggregate, reasonably could be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A 280G(b) of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunderCode. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a) of the Company Disclosure Letter is a list, as of the date hereof, list of all of the material Company Benefit Plans. (b) True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Plans (or, in the case of any material Company Plan not in writing, a description of the material terms thereof) and related trust documents and favorable determination letters, if applicable, have been furnished or made available to Parent or its Representatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Company Benefit Plan required to file a Form 5500, the and most recently prepared financial statements and actuarial reports and financial statements, and all material correspondence to or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Planif any). (c) Each Company Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA and the Code, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Company Plan that is in any part a “nonqualified deferred compensation plan” subject to Section 409A of the Code complies and has complied, both in form and operation, with the requirements of Section 409A of the Code and the final regulations and other applicable guidance thereunder. (d) Except as set forth on Schedule 4.10(d) of the Company Disclosure Letter, there There are no actions, suits or claims Proceedings pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit PlansPlans within the past three (3) years except for such Proceedings that would not reasonably be expected to have, and there are no Proceedings by individually or in the aggregate, a Governmental Entity with respect to any of the Company Benefit PlansMaterial Adverse Effect. (e) All material contributions required to be made by the Company to the Company Plans pursuant to their terms have been timely made in all material respects. (f) There are no material unfunded benefit obligations that have not been properly accrued for in the Company’s financial statements, and all contributions or other amounts payable by the Company or any of its Subsidiaries with respect to the each Company Benefit Plans pursuant to their terms Plan in respect of current or applicable Law prior plan years have been timely made paid or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, with GAAP. (fg) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by received a favorable determination letter from the Internal Revenue Service or may rely on an opinion or advisory letter from the Internal Revenue Service as to be its qualified under Section 401(a) of the Code status and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsoredPlan, maintained or contributed to by a member of the Company’s Aggregated Group, none of neither the Company or nor any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, Subsidiaries has engaged in a transaction in connection with which the Company, Company or any of its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could reasonably be material. The expected to have, individually or in the aggregate, a Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the CodeMaterial Adverse Effect. (gh) None Except as set forth on Schedule 4.01(h) of the CompanyCompany Disclosure Letter, any none of its Subsidiaries the Company or any member of their respective its Aggregated Groups Group sponsors, maintains, contributes to or has an obligation to contribute to, or ever in the past six (6) years has sponsored, maintained, contributed to maintained or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, ERISA or Section 412 or 4971 of the Code. (h) . Except as set forth on Schedule 4.10(h4.01(h) of the Company Disclosure Letter, other than continuation coverage pursuant with respect to each Company Plan that is subject to Title IV or Section 4980B 302 of ERISA or Section 412 or 4971 of the Code: (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (ii) the fair market value of the assets of such Company Plan equals or exceeds the actuarial present value of all accrued benefits under such Company Plan (whether or not vested) on a termination basis; (iii) within the past six (6) years, no reportable event within the meaning of Section 4043(c) of ERISA for which the thirty (30)-day notice requirement has not been waived has occurred, and the consummation of the Transactions will not result in the occurrence of any similar state Lawsuch reportable event; (iv) all premiums to the Pension Benefit Guaranty Corporation (the “PBGC”) have been timely paid in full in all material respects; (v) no material liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by the Company or any of its Subsidiaries; and (vi) the PBGC has not instituted proceedings to terminate any such Company Plan and, to the Company’s knowledge, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Company Plan. Neither the Company nor any Affiliate has engaged in, or is a successor or affiliate of an entity that has engaged in, a transaction that is described in Section 4069 or Section 4212(c) of ERISA. (i) Except as required by applicable Law or as set forth on Schedule 4.01(i) of the Company Disclosure Letter, no Company Benefit Plan provides retiree or post-employment or post-service medical, disabilityhealth, life insurance or other welfare benefits to any Person, and none of the Company or any of its Subsidiaries has any obligation to provide such benefits. (ij) Except as set forth on Schedule 4.10(i4.10(j) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions will, either alone or in combination with any other another event, (i) entitle any employee or other service provider of the Company or its Subsidiaries to severance pay or any material increase in severance pay, (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Company Employee such employee or other current or former director, officer, employee or independent contractor under any Company Benefit Planservice provider, (iiiii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Plan, (iiiiv) otherwise give rise to any material liability under any Company Plan, (v) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, Time or (ivvi) result in any payment from the Company or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in within the meaning of Section 280G(b)(1) 280G of the Code). (jk) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (kl) Each Company Benefit Plan or any other agreement, arrangement, or plan Except as set forth on Schedule 4.10(l) of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all Disclosure Letter, no material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any employee or other service provider of the Company Employees or its Subsidiaries who reside resides or work works outside of the United StatesStates (each a “Non-U.S. Plan”). No Non-U.S. Plan is a defined benefit pension plan. Each Non-U.S. Plan (i) has been maintained in accordance with all applicable requirements; (ii) if intended to qualify for special tax treatment, meets all requirements for such treatment; and (iii) if required to be funded and/or book-reserved, is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions, in each case of the foregoing items (i) through (iii), except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compensation Benefits. (a) Set forth on Schedule 4.10(a) of the Company Disclosure Letter is a list, as of the date hereof, of all of the material Company Benefit Plans. (b) True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Plans and related trust documents and favorable determination or opinion letters, if applicable, have been furnished or made available to Parent or its Representatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Company Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statements, and all material correspondence to or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Planlast two years. (c) Each Company Benefit Plan has been established, funded, maintained and administered and maintained in compliance in all material respects with all applicable Laws, including ERISA and the Code, except for failures to comply with such Laws that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Except as set forth on Schedule 4.10(d) As of the Company Disclosure Letterdate of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of the Company Benefit Plans, except for such pending actions, suits, claims or Proceedings that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) All There are no material unfunded benefit obligations that have not been properly accrued for in the Company’s financial statements, and all material contributions required to be made or other amounts payable by the Company or any of its Subsidiaries with respect to the each Company Benefit Plans pursuant to their terms Plan in respect of current or applicable Law prior plan years have been timely made paid or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, with GAAP. (f) Each Company Benefit Plan that is intended to be a qualified plan under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified under Section 401(a) of the Code and, to the knowledge of the Company, nothing has occurred since such determination by the Internal Revenue Service that would reasonably be expected to adversely affect such qualification. (g) There have been no “prohibited transactions” within the qualification meaning of Section 4975 of the Code or Tax exemption Part 4 of any such Company Benefit Plan. With respect to Subtitle B of Title I of ERISA in connection with any Company Benefit Plan that could subject the Company or any Employee Benefit Plan sponsored, maintained of its Subsidiaries to a material tax or contributed to by a member penalty imposed under Section 4975 of the Company’s Aggregated GroupCode or Section 502(i) of ERISA. (h) No Company Plan is, and none of the Company or any member of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, has engaged in a transaction in connection with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (g) None of the Company, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, (i) a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA), or Section 302 of ERISA, ERISA or Section 412 of the Code, (ii) a “multiemployer plan” within the meaning of Section 3(37) or 4001(a)(3) of ERISA, (iii) a “multiple employer plan” within the meaning of Section 413(c) of the Code, or (iv) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). (hi) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other than continuation coverage pursuant to Section 4980B of the Code or any similar state required by applicable Law, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person, and none of the Company or any of its Subsidiaries has any obligation to provide such benefits. (ij) Except as set forth on Schedule 4.10(i4.10(j) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions willcould, either alone or in combination with any other another event, (i) entitle any individual who is employed as of the Closing Date by the Company or a Subsidiary thereof (a “Company Employee”) to severance pay or any material increase in severance pay, (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any such Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit PlanEmployee, (iiiii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any material benefits under any Company Benefit Plan, (iiiiv) otherwise give rise to any material liability under any Company Plan, (v) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, Time or (ivvi) result in any payment from the Company or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in within the meaning of Section 280G(b)(1280G(b) of the Code). (jk) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxestaxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (kl) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of is subject to Section 409A of the Code has been operated administered in compliance with its terms and maintained in all material respects in the operational and documentary compliance with requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings, and proposed and final regulations) thereunder, except for failures to comply therewith that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (lm) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any employee of the Company Employees or any of its Subsidiaries who reside resides or work works outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a) of the Company Disclosure Letter is a list, as of the date hereof, of all of the material Company Benefit Plans; provided that, with respect to any employment, termination or severance agreement, stock option, restricted stock, restricted stock unit, phantom stock award agreement and grant notices for employees of the Company or any of its Subsidiaries and agreements with consultants entered into in the ordinary course of business, Schedule 4.10(a) of the Company Disclosure Letter shall list (i) any form thereof, (ii) in the case of any employment, termination or severance agreement, the individuals party to such agreements, and (iii) any material individual agreements or grant notices that materially deviate from the applicable standard form listed in Schedule 4.10(a) of the Company Disclosure Letter, each of which has been made available to Parent. (b) True, correct and complete copies (or a written description of material terms if such plan is not written) of each of the material Company Benefit Plans listed in Schedule 4.10(a) of the Company Disclosure Letter and related trust documents and favorable determination letters, if applicable, have been furnished or made available to Parent or its Representatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Company Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statements, and all material correspondence to or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Plan. (c) Each Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Benefit Plan has been established, funded, operated and administered and maintained in compliance in all material respects with all applicable Laws, including ERISA ERISA, the Code and the CodeAffordable Care Act, and with its terms. (d) Except as set forth on Schedule 4.10(d) of would not reasonably be expected to have, individually or in the aggregate, a Company Disclosure LetterMaterial Adverse Effect, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of the Company Benefit Plans. (e) All material Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, all contributions required to be made by the Company or any of its Subsidiaries ERISA Affiliates to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made within the time periods prescribed by the terms of such plan and applicable Law or have been accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAPwith the terms of the applicable plan and applicable Law. (f) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined received a favorable determination or approval letter from the IRS with respect to such qualification, or may rely on an opinion letter issued by the Internal Revenue Service IRS with respect to be qualified under Section 401(a) of a prototype plan adopted in accordance with the Code requirements for such reliance and, to the knowledge of the Company, nothing no event or omission has occurred that would reasonably be expected cause any Company Benefit Plan to adversely affect the lose such qualification or Tax exemption of any require corrective action to the IRS or Employee Plan Compliance Resolution System to maintain such Company Benefit Planqualification. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated GroupPlan, none of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated GroupPerson, has engaged in a transaction in connection with which the Company, Company or its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (g) None Neither the Company nor any ERISA Affiliate of the Company, any of its Subsidiaries or any member of their respective Aggregated Groups Company sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has had any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, a plan that is or was (i) subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code, (ii) a “welfare benefit fund” (as such term is defined within Section 419 of the Code), (iii) a “multiple employer plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code, or (iv) a “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA), and neither the Company nor any ERISA Affiliate of the Company has ever incurred any liability under Title IV of ERISA that has not been paid in full. (h) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other Other than continuation coverage pursuant to Section 4980B of the Code or any similar state LawLaw (or for a limited period of time following a termination of employment pursuant to the terms of an existing employment, severance or similar agreement in effect as of the date hereof), no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, disability life insurance or other welfare benefits to any Person. (i) Except as set forth on Schedule 4.10(i) None of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor Agreement, the Parent Shareholder Approval or the consummation of the Transactions will, alone or in combination with any other event, (i) accelerate result in, or cause the time of payment or accelerated vesting, payment, funding or materially delivery of, or increase the amount of compensation due or value of, any payment or benefit to any employee of the Company Employee or other any Subsidiary thereof (a “Company Employee”) or to any current or former director, officer, employee officer or independent contractor under other individual service provider of the Company or any Company Benefit PlanSubsidiary of the Company, (ii) directly or indirectly cause further restrict any rights of the Company to transfer amend or set aside any material amount of assets to fund any benefits under terminate any Company Benefit Plan, (iii) limit or restrict result in the right to materially amend, terminate or transfer the assets forgiveness of any Indebtedness of any Company Benefit Plan on Employee or following officer, director or other individual service provider of the Effective Time, Company or any Subsidiary of the Company or (iv) result in any payment from “parachute payment” as defined in Section 280G(b)(2) of the Company or any of its Subsidiaries Code (whether in cash or property or the vesting of propertynot such payment is considered to be reasonable compensation for services rendered) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) Company Employee or officer, director or other service provider of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) Subsidiary of the Code).Company (j) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides provides, any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Each Company Non-U.S. Benefit Plan is maintained outside and related trust, if any, (i) complies with and has been administered in all material respects in accordance with (A) the jurisdiction applicable Laws of the United States or covers subject foreign country and (B) its terms and the terms of any Labor Agreement and (ii) each Company Employees who reside or work outside Non-U.S. Benefit Plan which, under the applicable Laws of the United Statessubject foreign country, is required to be registered or approved by any Governmental Entity has been so registered or approved.

Compensation Benefits. (a) Set forth on Schedule 4.10(a) 4.10 of the Company Disclosure Letter is a list, as of the date hereofof this Agreement, of all of the material Employee Benefit Plans sponsored, maintained, or contributed to by the Company Benefit or any of its Subsidiaries (the “Company Plans. (b) ”). True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Plans (or, with respect to any unwritten Company Plan, a written summary thereof) and related trust documents documents, insurance contracts and any amendments thereto, current summary plan description and summary of material modifications, and favorable determination or opinion letters, if applicable, have been furnished or made available to Parent or its Representatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Company Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statements, and all material correspondence related to any Company Plan to or from any Governmental Entity received in the past last three years. (3b) years addressing any matter involving actual Each Company Plan has been maintained in compliance with all applicable Laws, except where the failure to so comply would not reasonably be expected to have, individually or potential material liability relating to in the aggregate, a Company Benefit PlanMaterial Adverse Effect. (c) Each Company Benefit Plan intended to be qualified under Section 401(a) of the Code has been establishedreceived a favorable determination or opinion letter as to its qualification from the Internal Revenue Service or is entitled to rely on an advisory or opinion letter as to its qualification issued with respect to an Internal Revenue Service approved master and prototype or volume submitter plan, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA and there are no existing circumstances or any events that have occurred that would reasonably be expected to adversely affect the Codequalified status of any such plan. (d) Except as set forth on Schedule 4.10(d) As of the Company Disclosure Letterdate of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit PlansPlans or any trusts related thereto, and there are no Proceedings by except for such pending actions, suits or claims that would not reasonably be expected to have, individually or in the aggregate, a Governmental Entity with respect to any of the Company Benefit PlansMaterial Adverse Effect. (e) All material contributions required to be made by the Company or any of its Subsidiaries with respect to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAPmade. (f) Each Company Benefit Plan There are no material unfunded benefit obligations that is intended to be qualified under Section 401(a) of the Code has have not been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of properly accrued for in the Company’s Aggregated Group, none of financial statements or disclosed in the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, has engaged notes thereto in a transaction in connection accordance with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the CodeGAAP. (g) None of the Company, any of its Subsidiaries Company or any member of their respective its Aggregated Groups sponsors, maintains, Group contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, is (i) a plan that is or was subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code or (including ii) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), a “multiple employer plan” (as defined in Section 413(c) of the Code) or a “multiemployer plan plan” (within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code. (h) Except as set forth on Schedule 4.10(h) Since December 31, 2014, neither the Company nor any member of its Aggregated Group has received IRS Letter 226-J or any other notice of failure to report in compliance with Sections 6055 and 6056 of the Company Disclosure Letter, other than continuation coverage pursuant to Section 4980B of the Code or any similar state Law, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any PersonCode. (i) Except as set forth on Schedule 4.10(i) of the Company Disclosure LetterLetter or the extent required pursuant to the continuation of coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code, as added by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, no Company Plan provides medical or welfare benefits upon retirement or termination of employment. (j) Except as set forth on Schedule 4.10(j) of the Company Disclosure Letter or pursuant to Section 3.2 of this Agreement, neither the execution and delivery of this Agreement nor the consummation of the Transactions will, (either alone or in combination conjunction with any other event, ) will (i) accelerate the time result in any material payment (including severance, forgiveness of payment indebtedness or vesting, otherwise) or materially increase the amount of compensation benefit becoming due to any Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit Plan, (ii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, or (iv) result in any payment from the Company or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) other service provider of the Company or any of its Subsidiaries that would, individually under any Company Plan or in combination with otherwise or (ii) accelerate or increase the amount of any benefits otherwise payable or trigger any other such payment from the obligations under any Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)Plan. (jk) Neither No Company Plan provides for the Company nor any Subsidiary gross-up or reimbursement of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Taxes under Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunderotherwise. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any employee of the Company Employees or any of its Subsidiaries who reside resides or work works outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a) of the Company Disclosure Letter is a list, as of the date hereof, list of all of the material Company Benefit Plans. (b) True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Plans (or, in the case of any Company Plan not in writing, a description of the material terms thereof) and related trust documents and favorable determination letters, if applicable, have been furnished or made available to Parent or its Representatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Company Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statements, and all material correspondence to or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Planlast two years. (c) Each Company Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA and the Code, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Except as set forth on Schedule 4.10(d) of the Company Disclosure Letter, there There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of the Company Benefit Plans, except for such pending actions, suits, claims or Proceedings that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) All material contributions required to be made by the Company to the Company Plans pursuant to their terms have been timely made. (f) There are no material unfunded benefit obligations that have not been properly accrued for in the Company’s financial statements, and all contributions or other amounts payable by the Company or any of its Subsidiaries with respect to the each Company Benefit Plans pursuant to their terms Plan in respect of current or applicable Law prior plan years have been timely made paid or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, with GAAP. (fg) Each Company Benefit ERISA Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsoredERISA Plan, maintained or contributed to by a member of the Company’s Aggregated Group, none of neither the Company or nor any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, Subsidiaries has engaged in a transaction in connection with which the Company, Company or any of its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (gh) None of the Company, any of its Subsidiaries Company or any member of their respective its Aggregated Groups sponsors, maintains, Group contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or ever had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code. (hi) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other than continuation coverage pursuant to Section 4980B of the Code or any similar state required by applicable Law, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person, and none of the Company or any of its Subsidiaries has any obligation to provide such benefits. (ij) Except as set forth on Schedule 4.10(i4.10(j) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions willcould, either alone or in combination with any other another event, (i) entitle any Company Employee to severance pay or any material increase in severance pay, (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any such Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit PlanEmployee, (iiiii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any material benefits under any Company Benefit Plan, (iiiiv) otherwise give rise to any material liability under any Company Plan, (v) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, Time or (ivvi) result in any payment from “excess parachute payment” within the Company or any meaning of its Subsidiaries (whether in cash or property or Section 280G of the vesting Code. Copies of property) Section 280G calculations with respect to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) within the meaning of Section 280G of the Company or any of its Subsidiaries that wouldCode) in connection with the Transactions, individually either alone or in combination with any other such payment from the Company another event, have been furnished or any of made available to Parent or its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)Representatives. (jk) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule Section 4.10(a) of the Company Disclosure Letter is sets forth a list, as list of the date hereof, of all of the each material Company Plan. For purposes of this Agreement, “Company Plan” means each Employee Benefit Plans. (b) Plan sponsored, maintained, or contributed to by the Company or any of its Subsidiaries or with respect to which the Company or any of its Subsidiaries could reasonably be expected to have any liability or that provide any benefits to any individual providing services to the Company or any of its Subsidiaries. True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Plans and related trust documents and favorable determination letters, if applicable, following have been furnished or made available to Parent or its Representatives, along with the most recent report filed on Form 5500 and summary plan description Representatives with respect to each material Company Benefit Plan required to file a Form 5500Plan: (i) all governing plan documents (including amendments), (ii) all trust agreements or other funding arrangements (including insurance contracts), (iii) the most recently prepared actuarial recent IRS determination or opinion letter, (iv) the most recent summary plan descriptions, (v) annual reports and or returns, audited or unaudited financial statements, and all material correspondence to or from any Governmental Entity received in actuarial valuations for the past most recent three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Planyears, and (vi) non-discrimination testing data and reports for the two most recently completed plan years. (cb) Each Company Benefit Plan has been established, funded, funded and administered in material compliance with its terms and maintained in compliance in all material respects with all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 4.10(d) of the Company Disclosure Letter, there . There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans. All Company Plans that are intended to be subject to Code Section 401(a) have received a favorable determination letter from the Internal Revenue Service or are maintained pursuant to a pre-approved plan where the Company is entitled to rely on a favorable opinion letter from the Internal Revenue Service. Except as could not, either individually or in the aggregate, reasonably be expected to result in material liability to the Company or any of its Subsidiaries, all contributions to, and there are payments from, each Company Plan have been timely made. (c) Neither the Company nor any of its ERISA Affiliates has at any time sponsored, contributed to, or been obligated under Title I or Title IV of ERISA to contribute to a “defined benefit plan” (as defined in ERISA Section 3(35)). Neither the Company nor any of its ERISA Affiliates has ever had an “obligation to contribute” (as defined in ERISA Section 4212) to a “multiemployer plan” (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)). No Company Plan is a “multiple employer plan” (meaning a plan sponsored by two or more unrelated employers) or a “multiple employer welfare arrangement” (as defined in ERISA Section 3(40)). The Company has no Proceedings by a Governmental Entity liability under Title IV of ERISA or Code Section 412 either directly or through its ERISA Affiliates. Neither the Company nor any of its ERISA Affiliates has maintained in the past nor currently maintains an Employee Benefit Plan providing welfare benefits (as defined in ERISA Section 3(1)) to employees after retirement or other separation of service except to the extent required under Part 6 of Title I of ERISA or Code Section 4980B or their successors or other applicable Law. The Company has complied in all material respects with respect to the continuation coverage requirements of Section 1001 of COBRA, and ERISA Sections 601 through 608. (d) Except as otherwise provided for in this Agreement, neither the execution of this Agreement, shareholder approval of this Agreement or consummation of any of the Company Benefit Plans. Transactions (eindividually or in conjunction with any other event) All material contributions required will (i) entitle any current or former service provider to be made by the Company or any of its Subsidiaries to retention or other bonuses, parachute payments, non-competition payments, or any other compensatory payment, (ii) entitle any current or former service provider to the Company Benefit Plans pursuant or any of its Subsidiaries to their terms unemployment compensation, severance pay or applicable Law have been timely made any increase in severance pay upon any termination of employment, (iii) result in any breach or accrued violation of, or otherwise been adequately reserved to default under, any of the extent required byCompany Plans, and in accordance with, GAAP. (fiv) Each Company Benefit Plan that is intended to be qualified under Section 401(aaccelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) amount of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With respect compensation due to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed individual service provider to by a member of the Company’s Aggregated Group, none of the Company or any of its Subsidiaries, or, or (v) give rise to the knowledge of the Company, any other Person payment or member of the Company’s Aggregated Group, has engaged benefit that would not be deductible in a transaction in connection with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (g) None of the Company, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, whole or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, a plan that is or was subject to Title IV part by reason of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA), Section 302 of ERISA, or Section 412 of the Code. (h) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other than continuation coverage pursuant to Section 4980B of the Code or any similar state Law, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person. (i) Except as set forth on Schedule 4.10(i) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination with any other event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit Plan, (ii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, or (iv) result in any payment from the Company or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (ke) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part is a nonqualified non-qualified deferred compensation plan or arrangement within the meaning of Section 409A of the Code has been operated Code, and maintained any underlying award, is in compliance in all material respects in operational and documentary compliance with Section 409A of the Code, and no payment or award that has been made to any participant under a Company Plan is subject to the interest and penalties specified in Section 409A(a)(1)(B) of the Code. Neither the Company nor any of its Subsidiaries (i) has any obligation to reimburse or indemnify any participant in a Company Plan for any of the interest or penalties specified in Section 409A(a)(1)(B) of the Code and applicable guidance thereunderthat may be currently due or triggered in the future, or (ii) has been required to report to any Governmental Entity any correction or Taxes due as a result of a failure to comply with Section 409A of the Code. (lf) No Company Benefit Plan is maintained outside provides for the jurisdiction gross-up or reimbursement of any Taxes imposed by Section 4999 of the United States Code or covers otherwise, and neither the Company nor any Company Employees who reside of its Subsidiaries has any obligation to reimburse or work outside of the United Statesindemnify any party for such Taxes.

Compensation Benefits. (a) Set forth on Schedule 4.10(a3.10(a) of the Company Contributor Disclosure Letter is a list, as of the date hereof, list of all of the material Company Benefit Contributor Plans. (b) True, correct correct, and complete copies (or a description if such plan is not written) of each of the material Company Benefit Contributor Plans and the related trust documents or other funding arrangements and the most recent favorable determination determination, advisory, or opinion letters, if applicable, have been furnished or made available to Parent the Company or its Representatives, along with with, to the extent applicable, the most recent report filed on Form 5500 (with all schedules and attachments), the most recent summary plan description (with respect to each Company Benefit Plan required to file a Form 5500all summaries of material modifications thereto), the most recently prepared recent financial statements and actuarial reports and financial statementsor other valuation reports, and all material non-routine correspondence to or from any Governmental Entity received in the past last three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Planyears. (c) Each Company Benefit Contributor Plan has been established, administered, operated, funded, administered and maintained in material compliance with its terms and in compliance in all material respects with all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 4.10(d) of the Company Disclosure Letter, there There are no actions, suits or claims material Proceedings pending (other than routine claims for benefits) or, to the knowledge of the CompanyContributor’s Knowledge, threatened against, or with respect to, any of the Company Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of Contributor Plans or the Company Benefit Plansassets thereof. (e) All material contributions required to be made by the Company Contributor or any of its the Contributor Subsidiaries to the Company Benefit Contributor Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAPmade. (f) Each Company Benefit Contributor Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and has received a favorable determination letter (or in the case of a master/prototype or volume submitter plan, a favorable opinion or advisory letter) as to its qualification under the Code and, to the knowledge of the CompanyContributor’s Knowledge, nothing has occurred occurred, whether by action or failure to act, that would could reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Contributor Plan. With respect to each Contributor Plan, neither Contributor nor any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated Group, none of the Company or any of its Contributor Subsidiaries, or, to the knowledge of the CompanyContributor’s Knowledge, any other Person or member of the Company’s Aggregated GroupPerson, has engaged in a transaction in connection with which the Company, its Subsidiaries Contributor or a member any of the Company’s Aggregated Group Contributor Subsidiaries reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could would be material. The Company Contributor and its the Contributor Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 4980H of the Code. (g) None Neither Contributor nor any of the Company, any of its Contributor Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to to, or has an obligation to contribute to, to (or has in the past last six (6) years has sponsored, maintained, contributed to to, or had an obligation to contribute to), or has any current or contingent liability or obligation under or with respect to, and no Company Contributor Plan is: (i) a “defined benefit plan” (as defined in Section 3(35) of ERISA), (ii) an Employee Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA), Section 302 of ERISA, or Section 412 or 4971 of the Code, (iii) a “multiple employer welfare arrangement” (as defined in Section 3(40)(A) of ERISA), (iv) a multiple employer plan as described in Section 413(c) of the Code, or (v) a “multiemployer plan” (within the meaning of Section 3(37) of ERISA). (h) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other Other than continuation coverage pursuant to Section 4980B of the Code or any similar state Law, no Company Benefit Contributor Plan provides any retiree or post-employment or post-service medical, disability, medical or life insurance or other welfare benefits to any Person, and neither Contributor nor any of the Contributor Subsidiaries has any obligation to provide such benefits. (i) Except as set forth on Schedule 4.10(i) of the Company Disclosure Letter, neither Neither the execution and delivery of this Agreement nor the consummation of the Transactions willcould, either alone or in combination with any other another event, (i) entitle any current or former Contributor or Contributor Subsidiary employee, director, or other service provider of Contributor or any of the Contributor Subsidiaries to severance pay, any increase in severance pay, or any other payment; (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Company Employee or other current or former Contributor or Contributor Subsidiary employee, director, officer, employee or independent contractor under other individual service provider of Contributor or any Company Benefit Plan, of the Contributor Subsidiaries; (iiiii) directly or indirectly cause the Company or require Contributor to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Contributor Plan, ; or (iiiiv) limit or restrict the right to materially amend, terminate terminate, or transfer the assets of any Company Benefit Contributor Plan on or following the Effective TimeClosing. (j) No amount or benefits that would be, or (iv) result in any payment from the Company or any of its Subsidiaries has been, received (whether in cash or property or the vesting of propertyproperty or the cancellation of indebtedness) to by a current or former employee, director or other service provider of the Contributor or any Contributor Subsidiary who is a “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) within the meaning of Section 280G of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, Code) would reasonably be expected to constitute be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither the Company nor any Subsidiary as a result of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 consummation of the Code or due to the failure of any payment to be deductible under Section 280G of the Codetransactions contemplated by this Agreement. (k) Each Company Benefit Contributor Plan or any other agreement, arrangement, or plan of the Company Contributor or any of its the Contributor Subsidiaries that constitutes constitutes, in any part part, a “nonqualified deferred compensation plan plan” (within the meaning of Section 409A of the Code Code) has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Company Benefit current or former employee, director or other service provider of the Contributor or any Contributor Subsidiary is entitled to a gross-up, make-whole, reimbursement or indemnification payment with respect to Taxes imposed under Section 409A or Section 4999 of the Code. (m) No Contributor Plan is maintained outside the jurisdiction of the United States or covers any Company Employees employees or other service providers of Contributor or any of the Contributor Subsidiaries who reside or work perform services primarily outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a) 4.10 of the Company Disclosure Letter is sets forth a listlist of each material Employee Benefit Plan sponsored, as maintained, or contributed to by the Company or any of its Subsidiaries or with respect to which the date hereof, Company or any of all of its Subsidiaries could reasonably be expected to have any liability (the material “Company Benefit Plans. (b) ”). True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Plans and related trust documents and favorable determination letters, if applicable, have been furnished or made available to Parent or its Representatives, along with including (i) all governing plan documents (including amendments), (ii) all trust agreement or other funding arrangements (including insurance contracts), (iii) the most recent report filed on Form 5500 and IRS determination or opinion letter, (iv) the most recent summary plan description with respect to each Company Benefit Plan required to file a Form 5500descriptions, the most recently prepared actuarial (v) annual reports and or returns, audited or unaudited financial statements, and all material correspondence to or from any Governmental Entity received in actuarial valuations for the past most recent three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Planplan years, and (vi) non-discrimination testing data and reports for the two most recently completed plan years. (cb) Each Company Benefit Plan has been established, funded, funded and administered and maintained in compliance in all material respects with its terms and all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 4.10(d) of the Company Disclosure Letter, there . There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans. All Company Plans that are intended to be subject to the tax qualification requirements of Code Section 401(a) are so qualified and have received a favorable determination letter from the IRS or is maintained pursuant to a pre-approved plan where the Company is entitled to rely on a favorable opinion letter from the IRS. All contributions to, and there are no Proceedings by a Governmental Entity with respect to any of the payments from, each Company Benefit PlansPlan have been timely made. (ec) All material contributions required to be made by Neither the Company nor its ERISA Affiliates have at any time sponsored, contributed to, or any been obligated under Title I or Title IV of its Subsidiaries ERISA to contribute to a “defined benefit plan” (as defined in ERISA Section 3(35)). Neither the Company nor its ERISA Affiliates have ever had an “obligation to contribute” (as defined in ERISA Section 4212) to a “multiemployer plan” (as defined in ERISA Section 4001(a)(3) and 3(37)(A)). No Company Plan is a “multiple employer plan” (meaning a plan sponsored by two or more unrelated employers) or a “multiple employer welfare arrangement” (as defined in ERISA Section 3(40). The Company has no liability under Title IV of ERISA or Code Section 412 either directly or through its ERISA Affiliates. Neither the Company nor its ERISA Affiliates have maintained in the past nor currently maintain an Employee Benefit Plans pursuant Plan providing welfare benefits (as defined in ERISA Section 3(1)) to their terms employees after retirement or applicable Law have been timely made or accrued or otherwise been adequately reserved other separation of service except to the extent required byunder Part 6 of Title I of ERISA or Code Section 4980B or their successors or other applicable Law. The Company has complied in all material respects with the continuation coverage requirements of Section 1001 of COBRA, and in accordance with, GAAPERISA Sections 601 through 608. (f) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated Group, none of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, has engaged in a transaction in connection with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (g) None of the Company, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA), Section 302 of ERISA, or Section 412 of the Code. (hd) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other than continuation coverage pursuant to Section 4980B of the Code otherwise provided for in this Agreement or any similar state Law, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person. (i) Except as set forth on in Schedule 4.10(i4.10(d) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the Agreement, stockholder approval of this Agreement, or consummation of the Transactions will, alone transactions contemplated by this Agreement (individually or in combination conjunction with any other event) will (i) entitle any current or former service provider to the Company or any of its Subsidiaries to retention or other bonuses, parachute payments, non-competition payments, or any other payment, (iii) entitle any current or former service provider to the Company or any of its Subsidiaries to unemployment compensation, severance pay, or any increase in severance pay upon any termination of employment, (iii) result in any breach or violation of, or a default under, any of the Company Plans, (iv) accelerate the time of payment or vesting, vesting or materially trigger any payment or funding (through a grantor trust or otherwise) of compensation of benefits under or increase the amount of compensation due to any individual service provider to the Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit Planof its Subsidiaries, (iiv) directly give rise to any payment or indirectly cause benefit that would not be deductible in whole or in part by reason of Section 280G of the Company to transfer Code, or set aside any material amount of assets to fund any benefits under any Company Benefit Plan, (iiivi) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, or (iv) result in any payment from the Company or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that wouldor, individually or in combination with any other such payment from after the consummation of the transactions contemplated hereby, the Company or the Surviving Company, to merge, amend or terminate any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)Company Plans. (j) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (ke) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part is a nonqualified non-qualified deferred compensation plan or arrangement within the meaning of Section 409A of the Code has been operated Code, and maintained any underlying award, is in compliance in all material respects in operational and documentary compliance with Section 409A of the Code, and no payment or award that has been made to any participant under a Company Plan is subject to the interest and penalties specified in Section 409A(a)(1)(B) of the Code. Neither the Company nor any of its Subsidiaries (x) has an obligation to reimburse or indemnify any participant in a Company Plan for any of the interest or penalties specified in Section 409A(a)(1)(B) of the Code that may be currently due or triggered in the future, and applicable guidance thereunder(y) has been required to report to any Governmental Entity any correction or taxes due as a result of a failure to comply with Section 409A of the Code. (lf) No Company Benefit Plan is maintained outside provides for the jurisdiction gross-up or reimbursement of any Taxes imposed by Section 4999 of the United States Code or covers otherwise, and neither the Company nor any Company Employees who reside of its Subsidiaries has any obligation to reimburse or work outside of the United Statesindemnify any party for such Taxes.

Compensation Benefits. (a) Set forth on Schedule 4.10(a) of the Company Disclosure Letter is a list, as of the date hereof, list of all of the material Company Benefit Plans. (b) True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Plans (or, in the case of any material Company Plan not in writing, a description of the material terms thereof) and related trust documents and favorable determination letters, if applicable, have been furnished or made available to Parent or its Representatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Company Benefit Plan required to file a Form 5500, the and most recently prepared financial statements and actuarial reports and financial statements, and all material correspondence to or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Planif any). (c) Each Company Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA and the Code, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Company Plan that is in any part a “nonqualified deferred compensation plan” subject to Section 409A of the Code complies and has complied, both in form and operation, with the requirements of Section 409A of the Code and the final regulations and other applicable guidance thereunder. (d) Except as set forth on Schedule 4.10(d) of the Company Disclosure Letter, there There are no actions, suits or claims Proceedings pending (other than routine claims for benefits) or, to the knowledge Knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of Plans within the Company Benefit Planspast three (3) years. (e) All material contributions required to be made by the Company to the Company Plans pursuant to their terms have been timely made in all material respects. (f) There are no material unfunded benefit obligations that have not been properly accrued for in the Company’s financial statements, and all contributions or other amounts payable by the Company or any of its Subsidiaries with respect to the each Company Benefit Plans pursuant to their terms Plan in respect of current or applicable Law prior plan years have been timely made paid or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, with GAAP. (fg) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by received a favorable determination letter from the Internal Revenue Service or may rely on an opinion or advisory letter from the Internal Revenue Service as to be its qualified under Section 401(a) of the Code status and, to the knowledge Knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsoredPlan, maintained or contributed to by a member of the Company’s Aggregated Group, none of neither the Company or nor any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, Subsidiaries has engaged in a transaction in connection with which the Company, Company or any of its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could reasonably be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980Bexpected to have, 4980D, 4980H, 6721 or 6722 of the Code. (g) None of the Company, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, individually or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan isaggregate, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA), Section 302 of ERISA, or Section 412 of the CodeCompany Material Adverse Effect. (h) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other than continuation coverage pursuant none of the Company or any member of its Aggregated Group sponsors, maintains, contributes to or has ever in the past six (6) years sponsored, maintained or had an obligation to contribute to, and no Company Plan is, a plan subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4980B 3(37) of ERISA), Section 302 of ERISA or Section 412 or 4971 of the Code. Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, with respect to each Company Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (ii) the fair market value of the assets of such Company Plan equals or exceeds the actuarial present value of all accrued benefits under such Company Plan (whether or not vested) on a termination basis; (iii) within the past six (6) years, no reportable event within the meaning of Section 4043(c) of ERISA for which the thirty (30)-day notice requirement has not been waived has occurred, and the consummation of the Transactions will not result in the occurrence of any similar state Lawsuch reportable event; (iv) all premiums to the Pension Benefit Guaranty Corporation (the “PBGC”) have been timely paid in full in all material respects; (v) no material liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by the Company or any of its Subsidiaries; and (vi) the PBGC has not instituted proceedings to terminate any such Company Plan and, to the Company’s Knowledge, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Company Plan. Neither the Company nor any Affiliate has engaged in, or is a successor or affiliate of an entity that has engaged in, a transaction that is described in Section 4069 or Section 4212(c) of ERISA. (i) Except as required by applicable Law or as set forth on Schedule 4.10(i) of the Company Disclosure Letter, no Company Benefit Plan provides retiree or post-employment or post-service medical, disabilityhealth, life insurance or other welfare benefits to any Person, and none of the Company or any of its Subsidiaries has any obligation to provide such benefits. (ij) Except as set forth on Schedule 4.10(i4.10(j) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions will, either alone or in combination with any other another event, (i) entitle any employee or other service provider of the Company or its Subsidiaries to severance pay or any material increase in severance pay, (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Company Employee such employee or other current or former director, officer, employee or independent contractor under any Company Benefit Planservice provider, (iiiii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Plan, (iiiiv) otherwise give rise to any material liability under any Company Plan, (v) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, Time or (ivvi) result in any payment from the Company or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in within the meaning of Section 280G(b)(1) 280G of the Code). (jk) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k. Except as set forth on Schedule 4.10(k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all Disclosure Letter, no material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any employee or other service provider of the Company Employees or its Subsidiaries who reside resides or work works outside of the United StatesStates (each a “Non-U.S. Plan”). No Non-U.S. Plan is a defined benefit pension plan. Each Non-U.S. Plan (i) has been maintained in accordance with all applicable requirements; (ii) if intended to qualify for special tax treatment, meets all requirements for such treatment; and (iii) if required to be funded and/or book-reserved, is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Compensation Benefits. (a) Set forth on Schedule 4.10(a) of the Company Disclosure Letter is a list, as of the date hereof, of all of the material Company Benefit Plans. (b) True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Plans (or, in the case of any Company Plan not in writing, a written description of the material terms thereof) and related contracts, instruments or agreements, including administrative service agreements and group insurance contracts, trust documents documents, and most recently received Internal Revenue Service favorable determination lettersletter or opinion letter, if as applicable, have been furnished or made available to Parent or its Representatives, along with the most recent report filed on Form 5500 and summary plan description and any summary of material modifications required under ERISA with respect to each Company Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statementsPlan, and all material non-routine correspondence to or from any Governmental Entity received in the past three (3) years addressing Entity, including with respect to any matter audit of or proceeding involving actual such plan or potential material liability relating to a Company Benefit Planalleged noncompliance of such plan with applicable Laws. (cb) Each Company Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA and the Code, except where the failure to so comply has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (dc) Except as set forth on Schedule 4.10(d) of the Company Disclosure Letter, there There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened Threatened against, the Company or with respect toany of its Subsidiaries, or any fiduciary of any of the Company Benefit Plans, with respect to any Company Plan, and there are no Proceedings by a Governmental Entity with respect to any of the Company Benefit Plans, except for such actions, suits, claims or Proceedings that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (ed) All material contributions required to be made by the Company to the Company Plans pursuant to their terms have been timely made. (e) There are no material unfunded benefit obligations that have not been properly accrued for in the Company’s financial statements, and all material contributions or other amounts payable by the Company or any of its Subsidiaries with respect to the each Company Benefit Plans pursuant to their terms Plan in respect of current or applicable Law prior plan years have been timely made paid or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, with GAAP. (f) Each ERISA Plan of the Company Benefit Plan and its Subsidiaries that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsoredERISA Plan, maintained or contributed to by a member of the Company’s Aggregated Group, none of neither the Company or nor any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, Subsidiaries has engaged in a transaction in connection with which the Company, Company or any of its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax or penalty imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any a material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Codeamount. (g) None of the Company, any of its Subsidiaries Company or any member of their respective its Aggregated Groups sponsors, maintains, Group contributes to or has an obligation to contribute tohas, or in during the past last six (6) years has sponsoredyears, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, (i) a defined benefit pension plan that is or was subject to Section 302 or Title IV of ERISA or Section 412 of the Code, (including ii) a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), (iii) a “multiple employer plan” as defined in Section 302 of ERISA, or Section 412 413(c) of the Code, or (iv) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (h) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other than continuation coverage pursuant to Section 4980B of the Code or any similar state required by applicable Law, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person, and none of the Company or any of its Subsidiaries has any obligation to provide such benefits. (i) Except as set forth on Schedule 4.10(i) of the Company Disclosure Letter, neither Neither the execution and delivery of this Agreement nor the consummation of the Transactions willwould, either alone or in combination with any other another event, (i) entitle any Company Employee to severance pay or benefits or to any material increase in severance pay or benefits, (ii) accelerate the time of payment or vesting, or materially increase the amount of or the funding of any compensation or benefits due to any such Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit PlanEmployee, (iiiii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any material benefits under any Company Benefit Plan, (iiiiv) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, Time or (ivv) result in any payment from the Company or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in within the meaning of Section 280G(b)(1) 280G of the Code). (j) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a) of the Company Disclosure Letter is a list, as of the date hereof, of all of the material Company Benefit Plans. (b) True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Plans and the related trust documents or other funding arrangements and the most recent favorable determination determination, advisory or opinion letters, if applicable, have been furnished or made available to Parent or its Representatives, along with with, to the extent applicable, the most recent report filed on Form 5500 (with all schedules and attachments) and summary plan description (with respect to each Company Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statements, all summaries of material modifications thereto) and all material correspondence to or from any Governmental Entity received in the past last three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Planyears. (c) Each Company Benefit Plan has been established, fundedadministered, administered operated, funded and maintained in compliance in all material respects with its terms and all applicable Laws, including ERISA and the Code, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Except as set forth on Schedule 4.10(d) of the Company Disclosure Letter, there There are no actions, suits or claims Proceedings pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there are no except for such Proceedings by that would not reasonably be expected to have, individually or in the aggregate, a Governmental Entity with respect to any of the Company Benefit PlansMaterial Adverse Effect. (e) All material contributions required to be made by the Company or any of its Subsidiaries to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAPmade. (f) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, and nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated GroupPlan, none of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated GroupPerson, has engaged in a transaction in connection with which the Company, Company or any of its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could would be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (g) None of the Company, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a “multiemployer plan plan” within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code. No Company Plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (h) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other than continuation coverage pursuant to Section 4980B of the Code or any similar state LawLaw and for which the recipient pays the full premium cost of coverage, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, medical or life insurance or other welfare benefits to any Person, and none of the Company or any of its Subsidiaries has any obligation to provide such benefits. (i) Except as set forth on Schedule 4.10(i4.10(h) of the Company Disclosure Letter or pursuant to the terms of Schedule 6.9(a) of the Parent Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions willcould, either alone or in combination with any other another event, (i) entitle any Company Employee to severance pay or any increase in severance pay, (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any such Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit PlanEmployee, (iiiii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any material benefits under any Company Benefit Plan, (iiiiv) otherwise give rise to any material liability under any Company Plan,(v) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, or (ivvi) result in any payment from the Company or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § Regulation Section 1.280G-1) of the Company or any of its Subsidiaries that wouldcould, individually or in combination with any other such payment from the Company or any of its Subsidiariespayment, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (lk) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a5.10(a) of the Company Parent Disclosure Letter is a list, as of the date hereofof this Agreement, of all of the material Company Employee Benefit Plans sponsored, maintained or contributed to by Parent or any of its Subsidiaries (“Parent Plans. (b) ”). True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Parent Plans (or, with respect to any unwritten Parent Plan, a written summary thereof) and related trust documents documents, insurance contracts and any amendments thereto, current summary plan description and summary of material modifications, and favorable determination or opinion letters, if applicable, have been furnished or made available to Parent the Company or its Representatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Company Benefit Parent Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statements, and all material correspondence related to any Parent Plan to or from any Governmental Entity received in the past last three years. (3b) years addressing any matter involving actual Each Parent Plan has been maintained in compliance with all applicable Laws, except where the failure to so comply would not reasonably be expected to have, individually or potential material liability relating to in the aggregate, a Company Benefit PlanParent Material Adverse Effect. (c) Each Company Benefit Parent Plan intended to be qualified under Section 401(a) of the Code has been establishedreceived a favorable determination or opinion letter as to its qualification from the Internal Revenue Service or is entitled to rely on an advisory or opinion letter as to its qualification issued with respect to an Internal Revenue Service approved master and prototype or volume submitter plan, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA and there are no existing circumstances or any events that have occurred that would reasonably be expected to adversely affect the Codequalified status of any such plan. (d) Except as set forth on Schedule 4.10(d) As of the Company Disclosure Letterdate of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the CompanyParent, threatened against, or with respect to, any of the Company Benefit PlansParent Plans or any trusts related thereto, and there are no Proceedings by except for such pending actions, suits or claims that would not reasonably be expected to have, individually or in the aggregate, a Governmental Entity with respect to any of the Company Benefit PlansParent Material Adverse Effect. (e) All material contributions required to be made by the Company or any of its Subsidiaries with respect to the Company Benefit Parent Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAPmade. (f) Each Company Benefit Plan There are no material unfunded benefit obligations that is intended to be qualified under Section 401(a) of have not been properly accrued for in Parent’s financial statements or disclosed in the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated Group, none of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, has engaged notes thereto in a transaction in connection accordance with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the CodeGAAP. (g) None of the Company, any of its Subsidiaries Parent or any member of their respective its Aggregated Groups sponsors, maintains, Group contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Parent Plan is, is (i) a plan that is or was subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code or (including ii) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), a “multiple employer plan” (as defined in Section 413(c) of the Code) or a “multiemployer plan plan” (within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code. (h) Except as set forth on Schedule 4.10(h) Since December 31, 2014, neither Parent nor any member of its Aggregated Group has received IRS Letter 226-J or any other notice of failure to report in compliance with Sections 6055 and 6056 of the Company Disclosure Letter, other than continuation coverage pursuant to Section 4980B of the Code or any similar state Law, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any PersonCode. (i) Except as set forth on Schedule 4.10(i5.10(i) of the Company Parent Disclosure Letter or the extent required pursuant to the continuation of coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code, as added by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, no Parent Plan provides medical or welfare benefits upon retirement or termination of employment. (j) Except as set forth on Schedule 5.10(j) of the Parent Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination with any other event, will (i) accelerate the time result in any material payment (including severance, forgiveness of payment indebtedness or vesting, otherwise) or materially increase the amount of compensation benefit becoming due to any Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit Plan, (ii) directly or indirectly cause the Company to transfer or set aside any material amount other service provider of assets to fund any benefits under any Company Benefit Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, or (iv) result in any payment from the Company Parent or any of its Subsidiaries under any Parent Plan or otherwise or (whether in cash ii) accelerate or property increase the amount of any benefits otherwise payable or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with trigger any other such payment from the Company or obligations under any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)Parent Plan. (jk) Neither No Parent Plan provides for the Company nor any Subsidiary gross-up or reimbursement of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Taxes under Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunderotherwise. (l) No Company Benefit Parent Plan is maintained outside the jurisdiction of the United States or covers any Company Employees employee of Parent or any of its Subsidiaries who reside resides or work works outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(aNone of the Xxxx Xxxx Entities has contributed to, has ever had an obligation to contribute to or has ever had any Liability with respect to (including contingent Liability) a Benefit Plan subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of the Company Disclosure Letter is ERISA) or, except as required by applicable Law, a list, as of the date hereof, of all of the material Company Benefit PlansPlan that provides post-termination or retiree health or welfare benefits to any Person. (b) TrueSchedule 4.22(b) identifies each material Benefit Plan providing compensation or benefits to any current or former individual service provider of an Xxxx Xxxx Entity with respect to such individual’s service to such Xxxx Xxxx Entity, correct including any equity or equity-based incentive plans or programs of such Person, and complete copies (or a description if such plan separately identifies each Benefit Plan that is not written) of each of the material Company Benefit Plans and related trust documents and favorable determination letters, if applicable, have been furnished or an Xxxx Xxxx Group Plan. The Contributor has made available to Parent or its RepresentativesBuyer, along with the most recent report filed on Form 5500 and summary plan description with respect to each Company such material Benefit Plan required described in the preceding sentence, as applicable: (i) the plan document or a written summary of material terms to file the extent a Form 5500Benefit Plan is not in writing, (ii) the summary plan descriptions and summaries of material modifications thereto, (iii) the most recently prepared recent actuarial reports valuation report or audited financial statement, (iv) the most recently-filed annual report with all schedules and financial statementsattachments thereto, (v) the most recent IRS opinion or determination letter, and (vi) all non-routine filings and material correspondence to or with a Governmental Authority from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Planyears. (c) Each Company Benefit Xxxx Xxxx Group Plan has been established, funded, maintained and administered in accordance with its terms and maintained in compliance in all material respects with all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 4.10(d) of the Company Disclosure Letter, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of the Company Benefit Plans. (e) All material contributions required to be made by the Company or any of its Subsidiaries to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAP. (f) . Each Company Benefit Xxxx Xxxx Group Plan that is intended to be qualified under Section 401(a) of the Code has been determined by received a favorable determination or opinion letter from the Internal Revenue Service to be qualified under Section 401(a) of the Code and, IRS to the knowledge of the Company, nothing has occurred effect that such plan is so qualified and there are no facts or circumstances that would reasonably be expected to adversely affect cause the qualification or Tax exemption loss of any such Company Benefit Plan. qualification. (d) With respect to each Xxxx Xxxx Group Plan, (i) there are no claims (other than routine claims for benefits in the ordinary course), investigations by any Company Benefit Plan Governmental Authority or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated Group, none of the Company or any of its SubsidiariesProceedings pending, or, to the knowledge Knowledge of the CompanyXxxx Xxxx Parties, any other Person or member of the Company’s Aggregated Groupthreatened, has engaged in a transaction in connection with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i(ii) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability no nonexempt “prohibited transaction” (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (g) None of the Company, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(3) 406 of ERISA), Section 302 of ERISA, ERISA or Section 412 4975 of the Code) has occurred, and (iii) no event has occurred and no condition exists that would subject an Xxxx Xxxx Entity to any Tax, fine, Lien, penalty or other Liability imposed by ERISA, the Code or other applicable Law, in each case, except as would not reasonably be expected to result in a material Liability to the Xxxx Xxxx Entities. (he) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other than continuation coverage pursuant to required by Section 4980B of the Code or any similar state Law, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person. (i) Except as set forth on Schedule 4.10(i) of the Company Disclosure Letter6.17, neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination together with any other transaction or event, (i) accelerate the time of payment or vestingvesting under any Xxxx Xxxx Group Plan, or materially (ii) increase the amount of compensation or benefits due to any Company Employee Person or other current result in the funding or former director, officer, employee payment of any compensation or independent contractor benefits or forgiveness of any loan or payment of any severance under any Company Benefit Plan, (ii) directly Xxxx Xxxx Group Plan or indirectly cause the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, or (iv) result in any payment from the Company Buyer or any of its Subsidiaries Affiliates from amending or terminating an Xxxx Xxxx Group Plan. (f) No amount or benefit that could be, or has been, received (whether in cash or property or the vesting of propertyproperty or the cancellation of indebtedness) to by any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) within the meaning of Section 280G of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, Code would reasonably be expected to constitute be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither the Company nor any Subsidiary as a result of the Company has any obligation to provide, and no Company Benefit consummation of the Transactions. No Xxxx Xxxx Group Plan provides for the gross-up of or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Taxes imposed by Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (kg) Each Company Benefit Xxxx Xxxx Group Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part is a nonqualified “non-qualified deferred compensation plan plan” within the meaning of Section 409A of the Code has been operated is in documentary and maintained operational compliance in all material respects in operational with Code Section 409A and documentary compliance with the applicable guidance issued thereunder. No Xxxx Xxxx Group Plan or contract provides for the gross-up of or reimbursement for any Taxes imposed by Section 409A of the Code and applicable guidance thereunderCode. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a4.10(a)(i) of the Company Disclosure Letter is a list, as list of all material Company Plans. Set forth on Schedule 4.10(a)(ii) of the date hereof, Company Disclosure Letter is a list of all of the material Company Benefit Artemis Sponsor Plans. (b) True, correct correct, and complete copies (or a description if such plan is not written) of each of the material Company Benefit Plans and Artemis Sponsor Plans and the related trust documents or other funding arrangements and the most recent favorable determination determination, advisory, or opinion letters, if applicable, have been furnished or made available to Parent Contributor or its Representatives, along with with, to the extent applicable, the most recent report filed on Form 5500 (with all schedules and attachments), the most recent summary plan description (with respect to each Company Benefit Plan required to file a Form 5500all summaries of material modifications thereto), the most recently prepared recent financial statements and actuarial reports and financial statementsor other valuation reports, and all material non-routine correspondence to or from any Governmental Entity received in the past last three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Planyears. (c) Each Company Benefit Plan and each Artemis Sponsor Plan has been established, administered, operated, funded, administered and maintained in material compliance with its terms and in compliance in all material respects with all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 4.10(d) of the Company Disclosure Letter, there There are no actions, suits or claims material Proceedings pending (other than routine claims for benefits) or, to the knowledge of the Company’s Knowledge, threatened against, or with respect to, any of the Company Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of Plans or the Company Benefit Plansassets thereof. (e) All material contributions required to be made by the Company or any of its the Company Subsidiaries to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAPmade. (f) Each Company Benefit Plan and each Artemis Sponsor Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and has received a favorable determination letter (or in the case of a master/prototype or volume submitter plan, a favorable opinion or advisory letter) as to its qualification under the Code and, to the knowledge of the Company’s Knowledge, nothing has occurred occurred, whether by action or failure to act, that would could reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan or Artemis Sponsor Plan, as applicable. With respect to each Company Plan, neither the Company nor any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated Group, none of the Company or any of its Subsidiaries, or, to the knowledge of the Company’s Knowledge, any other Person or member of the Company’s Aggregated GroupPerson, has engaged in a transaction in connection with which the Company, its Subsidiaries Company or a member any of the Company’s Aggregated Group Company Subsidiaries reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could would be material. The With respect to each Artemis Sponsor Plan, none of Artemis Sponsor nor any of its Affiliates has engaged in a transaction in connection with which Artemis Sponsor, the Company and or any of the Company Subsidiaries reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that would be material. None of Artemis Sponsor or any of its Affiliates, the Company or the Company Subsidiaries do not have has any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 4980H of the Code. (g) None of the Company, Artemis Sponsor or any of its Affiliates, the Company or the Company Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to to, or has an obligation to contribute to, to (or has in the past last six (6) years has sponsored, maintained, contributed to to, or had an obligation to contribute to), or has any current or contingent liability or obligation under or with respect to, and no Company Plan is: (i) a “defined benefit plan” (as defined in Section 3(35) of ERISA), (ii) an Employee Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA), Section 302 of ERISA, or Section 412 or 4971 of the Code, (iii) a “multiple employer welfare arrangement” (as defined in Section 3(40)(A) of ERISA), (iv) a multiple employer plan as described in Section 413(c) of the Code, or (v) a “multiemployer plan” (within the meaning of Section 3(37) of ERISA). (h) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other Other than continuation coverage pursuant to Section 4980B of the Code or any similar state Law, no Company Benefit Plan or Artemis Sponsor Plan provides any retiree or post-employment or post-service medical, disability, medical or life insurance or other welfare benefits to any Person, and none of Artemis Sponsor or any of its Affiliates, the Company or the Company Subsidiaries has any obligation to provide such benefits. (i) Except as set forth on Schedule 4.10(i) of the Company Disclosure Letter, neither Neither the execution and delivery of this Agreement nor the consummation of the Transactions willcould, either alone or in combination with any other another event, (i) entitle any current or former Executive Employee, Company-Related Employee, Company Support Employee, current or former Company or Company Subsidiary employee, director, or other individual service provider of the Company or any of the Company Subsidiaries to severance pay, any increase in severance pay, or any other payment; (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Company Employee or other current or former Executive Employee, Company-Related Employee, Company Support Employee, current or former Company or Company Subsidiary employee, director, officer, employee or independent contractor under other individual service provider of the Company or any of the Company Benefit Plan, Subsidiaries; (iiiii) directly or indirectly cause or require the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Plan, ; or (iiiiv) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective TimeClosing. (j) Except as set forth on Schedule 4.10(j) of the Company Disclosure Letter, no amount or benefits that would be, or (iv) result in any payment from the Company or any of its Subsidiaries has been, received (whether in cash or property or the vesting of propertyproperty or the cancellation of indebtedness) to by a current or former employee, director or other service provider of the Company or any Company Subsidiary who is a “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) within the meaning of Section 280G of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, Code) would reasonably be expected to constitute be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither the Company nor any Subsidiary as a result of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 consummation of the Code or due to the failure of any payment to be deductible under Section 280G of the Codetransactions contemplated by this Agreement. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its the Company Subsidiaries that constitutes constitutes, in any part part, a “nonqualified deferred compensation plan plan” (within the meaning of Section 409A of the Code Code) has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No current or former employee, director or other service provider of the Company Benefit or any Company Subsidiary is entitled to a gross-up, make-whole, reimbursement or indemnification payment with respect to Taxes imposed under Section 409A or Section 4999 of the Code. (m) No Company Plan is maintained outside the jurisdiction of the United States or covers any employees or other service providers of the Company Employees or any of the Company Subsidiaries who reside or work perform services primarily outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a) 4.10 of the Company Disclosure Letter is a list, as of the date hereof, of all of the material Company Benefit Plans. (b) . True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Plans (or, with respect to any unwritten Company Plan, a written summary thereof) and related trust documents documents, insurance contracts and any amendments thereto and favorable determination or opinion letters, if applicable, have been furnished or made available to Parent or its Representatives, along with the most recent report filed on Form 5500 and accompanying schedules, financial statements and actuarial reports and current summary plan description and summary of material modifications with respect to each Company Benefit Plan required to file a Form 55005500 and all correspondence received from or provided to the Department of Labor, the most recently prepared actuarial reports and financial statementsPension Benefit Guaranty Corporation, and all material correspondence to the IRS or from any other Governmental Entity received in during the past three years. (3b) years addressing any matter involving actual Each Company Plan has been maintained in compliance with all applicable Laws, except where the failure to so comply has not had and would not be reasonably likely to have, individually or potential material liability relating to in the aggregate, a Company Benefit PlanMaterial Adverse Effect. (c) Each Company Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 4.10(d) of the Company Disclosure Letter, there There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there except for such actions, suits or claims that are no Proceedings by a Governmental Entity with respect not material to any of the Company Benefit Plans. (e) All material contributions required to be made by the Company or any of its Subsidiaries to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAP. (f) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated Group, none of the Company or any of its Subsidiaries. There is no audit, inquiry or examination pending or, to the knowledge of the Company, threatened by the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation or any other Person or member of Governmental Entity with respect to any Company Plan. (d) All material contributions required to be made to the Company Plans pursuant to their terms have been timely made. (e) There are no material unfunded benefit obligations that have not been properly accrued for in the Company’s Aggregated Group, has engaged financial statements or disclosed in a transaction the notes thereto in connection accordance with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the CodeGAAP. (gf) None of Neither the Company, Company nor any of its Subsidiaries or Subsidiaries, nor any member of their respective an Aggregated Groups sponsors, maintainsGroup to which any such Person belongs, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, to (including contingent liability) and no Company Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, or Section 412 of the CodeCode or a multiple employer welfare arrangement (as defined in Section 3(40)(A) or ERISA). (hj) Except as set forth on Schedule 4.10(h) of No Company Plan and neither the Company Disclosure Letter, other than continuation coverage pursuant to Section 4980B nor any of the Code or any similar state Law, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person. (i) Except as set forth on Schedule 4.10(i) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination with any other event, (i) accelerate the time of payment or vestingits Subsidiaries provides, or materially increase the amount of compensation due has any obligation to any Company Employee or other provide, current or former director, officer, employee or independent contractor under any Company Benefit Plan, (ii) directly or indirectly cause the Company to transfer or set aside any material amount employees of assets to fund any benefits under any Company Benefit Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, or (iv) result in any payment from the Company or any of its Subsidiaries (whether in cash or property or any beneficiaries thereof) welfare benefits (including medical and life insurance benefits) after such Person terminates employment with the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) Company and its Subsidiaries, except for the coverage continuation requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Section 4980B of the Code and Section 601 et. seq. of ERISA. No Company or Plan and neither the Company nor any of its Subsidiaries that wouldprovides, individually or in combination with has any other such payment from obligation to provide welfare benefits to any Person who is not a current or former employee of the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)or a beneficiary thereof. (j) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a) of the Company Disclosure Letter is a list, as of the date hereof, list of all of the material Company Benefit Plans. (b) True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Plans (or, in the case of any material Company Plan not in writing, a description of the material terms thereof) and related trust documents and favorable determination letters, if applicable, have been furnished or made available to Parent or its Representatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Company Benefit Plan required to file a Form 5500, the and most recently prepared financial statements and actuarial reports and financial statements, and all material correspondence to or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Planif any). (c) Each Company Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA and the Code, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Company Plan that is in any part a “nonqualified deferred compensation plan” subject to Section 409A of the Code complies and has complied, both in form and operation, with the requirements of Section 409A of the Code and the final regulations and other applicable guidance thereunder. (d) Except as set forth on Schedule 4.10(d) of the Company Disclosure Letter, there There are no actions, suits or claims Proceedings pending (other than routine claims for benefits) or, to the knowledge Knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of Plans within the Company Benefit Planspast three (3) years. (e) All material contributions required to be made by the Company to the Company Plans pursuant to their terms have been timely made in all material respects. (f) There are no material unfunded benefit obligations that have not been properly accrued for in the Company’s financial statements, and all contributions or other amounts payable by the Company or any of its Subsidiaries with respect to the each Company Benefit Plans pursuant to their terms Plan in respect of current or applicable Law prior plan years have been timely made paid or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, with GAAP. (fg) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by received a favorable determination letter from the Internal Revenue Service or may rely on an opinion or advisory letter from the Internal Revenue Service as to be its qualified under Section 401(a) of the Code status and, to the knowledge Knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsoredPlan, maintained or contributed to by a member of the Company’s Aggregated Group, none of neither the Company or nor any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, Subsidiaries has engaged in a transaction in connection with which the Company, Company or any of its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could reasonably be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980Bexpected to have, 4980D, 4980H, 6721 or 6722 of the Code. (g) None of the Company, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, individually or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan isaggregate, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA), Section 302 of ERISA, or Section 412 of the CodeCompany Material Adverse Effect. (h) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other than continuation coverage pursuant none of the Company or any member of its Aggregated Group sponsors, maintains, contributes to or has ever in the past six (6) years sponsored, maintained or had an obligation to contribute to, and no Company Plan is, a plan subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4980B 3(37) of ERISA), Section 302 of ERISA or Section 412 or 4971 of the Code. Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, with respect to each Company Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (ii) the fair market value of the assets of such Company Plan equals or exceeds the actuarial present value of all accrued benefits under such Company Plan (whether or not vested) on a termination basis; (iii) within the past six (6) years, no reportable event within the meaning of Section 4043(c) of ERISA for which the thirty (30)-day notice requirement has not been waived has occurred, and the consummation of the Transactions will not result in the occurrence of any similar state Lawsuch reportable event; (iv) all premiums to the Pension Benefit Guaranty Corporation (the “PBGC”) have been timely paid in full in all material respects; (v) no material liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by the Company or any of its Subsidiaries; and (vi) the PBGC has not instituted proceedings to terminate any such Company Plan and, to the Company’s Knowledge, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Company Plan. Neither the Company nor any Affiliate has engaged in, or is a successor or affiliate of an entity that has engaged in, a transaction that is described in Section 4069 or Section 4212(c) of ERISA. 20 (i) Except as required by applicable Law or as set forth on Schedule 4.10(i) of the Company Disclosure Letter, no Company Benefit Plan provides retiree or post-employment or post-service medical, disabilityhealth, life insurance or other welfare benefits to any Person, and none of the Company or any of its Subsidiaries has any obligation to provide such benefits. (ij) Except as set forth on Schedule 4.10(i4.10(j) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions will, either alone or in combination with any other another event, (i) entitle any employee or other service provider of the Company or its Subsidiaries to severance pay or any material increase in severance pay, (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Company Employee such employee or other current or former director, officer, employee or independent contractor under any Company Benefit Planservice provider, (iiiii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Plan, (iiiiv) otherwise give rise to any material liability under any Company Plan, (v) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, Time or (ivvi) result in any payment from the Company or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in within the meaning of Section 280G(b)(1) 280G of the Code). (jk) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k. Except as set forth on Schedule 4.10(k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all Disclosure Letter, no material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any employee or other service provider of the Company Employees or its Subsidiaries who reside resides or work works outside of the United StatesStates (each a “Non-U.S. Plan”). No Non-U.S. Plan is a defined benefit pension plan. Each Non-U.S. Plan (i) has been maintained in accordance with all applicable requirements; (ii) if intended to qualify for special tax treatment, meets all requirements for such treatment; and (iii) if required to be funded and/or book-reserved, is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Compensation Benefits. (a) Set forth on Schedule 4.10(a) of the Company Disclosure Letter is a list, as list of the date hereof, of all of the each material Company Benefit PlansPlan. (b) True, correct and complete copies of each material Company Benefit Plan (or or, in the case of any material Company Benefit Plan not in writing, a description if such plan is not written) of each of the material Company Benefit Plans terms thereof) and related trust documents and favorable determination letters, if applicable, have been furnished or made available to Parent or its Representatives, along with, as applicable, with respect to each material Company Benefit Plan, the most recent report filed on Form 5500 and 5500, summary plan description with respect to each Company Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statementsdescription, and all material correspondence to or from (including non-routine filings made with) any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Planyears. (c) Each Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Benefit Plan has been establishedmaintained, funded, administered funded and maintained operated in compliance in all material respects with its terms and all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 4.10(d) of would not reasonably be expected to have, individually or in the aggregate, a Company Disclosure LetterMaterial Adverse Effect, there are no actions, suits or claims pending (other than routine claims for benefits) pending or, to the knowledge Knowledge of the Company, threatened against, or with respect to, any of the Company Benefit PlansPlans (or the assets thereof), and there are no Proceedings by a Governmental Entity pending with respect to any of the Company Benefit PlansPlans (or the assets thereof). (e) All material Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all contributions or other payments required to be made by the Company or any of its Subsidiaries with respect to each of the Company Benefit Plans pursuant to their terms or applicable Law Laws have been timely made or or, if not yet due, accrued or otherwise been adequately reserved to the extent required by, and in accordance with, with GAAP. (f) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, and nothing has occurred that would could reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other Person, has engaged in a transaction with respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated Group, none of in connection with which the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, has engaged in a transaction in connection with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group any Company Benefit Plan could, in each case, reasonably could be expected to be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (g) None Except as set forth on Schedule 4.10(g) of the Company Disclosure Letter, none of the Company, any of its Subsidiaries or any member of their respective Aggregated Groups ERISA Affiliates maintains, sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or otherwise has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, a plan that is or was subject to Title IV of ERISA ERISA, Sections 302 or 303 of ERISA, or Sections 412 or 430 of the Code, a “multiemployer plan” (including as defined in Section 3(37) of ERISA), a multiemployer plan “multiple employer plan” (within the meaning of Section 4001(a)(3210 of ERISA or Section 413(c) of the Code), or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), Section 302 of ERISA, or Section 412 of the Code. (h) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other than continuation coverage pursuant to Section 4980B of the Code Letter or any similar state as required by applicable Law, no Company Benefit Plan provides retiree or post-employment medical or post-service medical, disability, life insurance or other welfare benefits to any Person, and neither the Company nor any of its Subsidiaries has any obligation to provide such benefits. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has incurred (whether or not assessed) or could reasonably be expected to incur any Tax or penalty under Section 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (i) Except as set forth on Schedule 4.10(i) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions will, either alone or in combination with any other another event, (i) entitle any employees of the Company or any of its Subsidiaries to any amount of compensation or benefits (including any severance pay or any material increase in severance pay or any loan forgiveness), (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any such employee of the Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit Planof its Subsidiaries, (iiiii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any material benefits under any Company Benefit Plan, (iiiiv) otherwise give rise to any liability under any Company Benefit Plan or (v) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, or . (ivj) result in any payment from the Company or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (Except as such term is defined in Treasury Regulations § 1.280G-1set forth on Schedule 4.10(j) of the Company or any Disclosure Letter, neither the execution and delivery of its Subsidiaries that wouldthis Agreement nor the consummation of the Transactions could, individually either alone or in combination with another event, result in any other such payment from the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in within the meaning of Section 280G(b)(1) 280G of the Code). (jk) Neither the Company nor any Subsidiary of the Company its Subsidiaries has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any employees of the Company Employees or any of its Subsidiaries who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule in Section 4.10(a) of the Company Disclosure Letter is a list, as of the date hereof, of all of the material Employee Benefit Plans sponsored, maintained, contributed to, or required to be contributed to by the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has, or could reasonably be expected to have, any liability (such Employee Benefit Plans. (b) , other than the Company Manager Plans and whether or not material, the “Company Plans”). True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Plans (or, in the case of any unwritten Company Plan, a written description thereof) and any amendments thereto and, as applicable, any related trust documents and agreements, insurance contracts or other funding arrangements, favorable determination or opinion letters, if applicableand the most recent report on Form 5500 and summary plan description with respect to each such Company Plan, in each case, have been furnished or made available to Parent or its Representatives. (b) Set forth in Section 4.10(b) of the Company Disclosure Letter is a list, along with as of the most recent report filed on Form 5500 and summary plan description date hereof, of all of the Employee Benefit Plans sponsored, maintained, contributed to, or required to be contributed to by Company Manager, Aspen ML LLC, an Oregon limited liability company (“Aspen”), or Gxxxxxx Funding LLC, a Delaware limited liability company, the Company’s servicer (“Gxxxxxx”), or with respect to each which Company Manager, Aspen, or Gxxxxxx has, or could reasonably be expected to have, any liability (such Employee Benefit Plan required to file a Form 5500Plans, whether or not material, the most recently prepared actuarial reports “Company Manager Plans”). True, correct and financial statementscomplete copies of each of the Company Manager Plans (or, and all material correspondence to or from any Governmental Entity received in the past three (3case of any unwritten Company Manager Plan, a written description thereof) years addressing any matter involving actual have been furnished or potential material liability relating made available to a Company Benefit PlanParent or its Representatives. (c) Each Company Benefit Plan has been establishedadministered, funded, administered funded (if applicable) and maintained in compliance in all material respects with its terms and all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 4.10(dEach Company Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code has received a favorable determination letter, or may rely on a favorable opinion letter, issued by the IRS, and to the knowledge of the Company, no events have occurred that would reasonably be expected to result in any such letter being revoked or in the loss of the qualified status of any such Company Disclosure LetterPlan. (e) As of the date of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there are no Proceedings by except for such pending actions, suits or claims that would not reasonably be expected to have, individually or in the aggregate, a Governmental Entity with respect to any of the Company Benefit PlansMaterial Adverse Effect. (ef) All material contributions required to be made by the Company or any of its Subsidiaries to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made made. (g) There are no material unfunded benefit obligations with respect to any Company Plan that have not been properly accrued for in the Company’s financial statements or accrued or otherwise been adequately reserved to disclosed in the extent required by, and notes thereto in accordance with, with GAAP. (f) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated Group, none of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, has engaged in a transaction in connection with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (gh) None of the Company, any of its Subsidiaries Subsidiaries, or any member of their respective Aggregated Groups sponsors, maintainsERISA Affiliates, contributes to or to, has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or otherwise has any current liability (actual or contingent liability or obligation under or contingent) with respect to, and no Company Benefit Plan or Company Manager Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, ERISA or Section 412 of the Code. (hi) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letterfor continuation coverage to be provided, other and for no longer than continuation coverage is required to be provided, pursuant to Section 4980B of the Code or any similar state LawLaw for which any director, officer or employee (including any former director, officer or employee) is responsible for the full cost of such coverage, neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Benefit Plan or Company Manager Plan provides retiree or promises, any post-employment or post-service retirement medical, dental, disability, hospitalization, life insurance or other welfare similar benefits (whether insured or self-insured) to any Person. director, officer or employee (i) Except as set forth on Schedule 4.10(iincluding any former director, officer or employee) of the Company, Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination with any other event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit Plan, (ii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, or (iv) result in any payment from the Company Manager or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)their respective Affiliates. (j) Neither the Company nor any Subsidiary of the Company its Subsidiaries has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross gross-up, indemnificationindemnify or otherwise reimburse any current or former service provider of the Company, reimbursement Company Manager or other payment any of their respective Affiliates for any excise or additional Taxes, interest or penalties Tax incurred pursuant to Section by such service provider under Sections 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Except as contemplated by this Agreement, the execution and delivery of this Agreement and the consummation of the Transactions will not (either alone or in combination with another event), (i) result in any payment or benefit from the Company Benefit Plan or any other agreement, arrangementof its Subsidiaries becoming due, or plan increase in the amount of any compensation due, to any current or former officers, employees or consultants of the Company, Company Manager or any of their respective Affiliates, (ii) increase any benefits otherwise payable under any Company Plan, (iii) result in the acceleration of the time of payment (including the funding of a trust or transfer of any assets to fund any benefits under any Company Plan) or vesting of or otherwise trigger any compensation or benefits payable to or in respect of any current or former employee, director or consultant of the Company, Company Manager or any of their respective Affiliates or (iv) limit or restrict the right of the Company or any of its Subsidiaries to merge, amend or terminate any Company Plan. (l) Except as set forth in Section 4.10(l) of the Company Disclosure Letter, no payment or benefit (or portion thereof) that constitutes is required to be made by the Company or any of its Subsidiaries under any Company Plan or this Agreement, or would be required to be made by the Surviving Company or Parent under any Company Plan or this Agreement as a result of the Transactions, with respect to any “disqualified individual” (as defined within Treas. Reg. 1.280G-1, Q&A 15), individually or in any part a nonqualified deferred compensation plan the aggregate, could be an “excess parachute payment” within the meaning of Section 409A 280G(b) of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunderCode. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule in Section 4.10(a) of the Company Disclosure Letter is a list, as of the date hereof, of all of the material Employee Benefit Plans sponsored, maintained, contributed to, or required to be contributed to by the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has, or could reasonably be expected to have, any liability (such Employee Benefit Plans. (b) , other than the Company Manager Plans and whether or not material, the “Company Plans”). True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Plans (or, in the case of any unwritten Company Plan, a written description thereof) and any amendments thereto and, as applicable, any related trust documents and agreements, insurance contracts or other funding arrangements, favorable determination or opinion letters, if applicableand the most recent report on Form 5500 and summary plan description with respect to each such Company Plan, in each case, have been furnished or made available to Parent or its Representatives. (b) Set forth in Section 4.10(b) of the Company Disclosure Letter is a list, along with as of the most recent report filed on Form 5500 and summary plan description date hereof, of all of the Employee Benefit Plans sponsored, maintained, contributed to, or required to be contributed to by Company Manager, Aspen ML LLC, an Oregon limited liability company (“Aspen”), or Xxxxxxx Funding LLC, a Delaware limited liability company, the Company’s servicer (“Xxxxxxx”), or with respect to each which Company Manager, Aspen, or Xxxxxxx has, or could reasonably be expected to have, any liability (such Employee Benefit Plan required to file a Form 5500Plans, whether or not material, the most recently prepared actuarial reports “Company Manager Plans”). True, correct and financial statementscomplete copies of each of the Company Manager Plans (or, and all material correspondence to or from any Governmental Entity received in the past three (3case of any unwritten Company Manager Plan, a written description thereof) years addressing any matter involving actual have been furnished or potential material liability relating made available to a Company Benefit PlanParent or its Representatives. (c) Each Company Benefit Plan has been establishedadministered, funded, administered funded (if applicable) and maintained in compliance in all material respects with its terms and all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 4.10(dEach Company Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code has received a favorable determination letter, or may rely on a favorable opinion letter, issued by the IRS, and to the knowledge of the Company, no events have occurred that would reasonably be expected to result in any such letter being revoked or in the loss of the qualified status of any such Company Disclosure LetterPlan. (e) As of the date of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there are no Proceedings by except for such pending actions, suits or claims that would not reasonably be expected to have, individually or in the aggregate, a Governmental Entity with respect to any of the Company Benefit PlansMaterial Adverse Effect. (ef) All material contributions required to be made by the Company or any of its Subsidiaries to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made made. (g) There are no material unfunded benefit obligations with respect to any Company Plan that have not been properly accrued for in the Company’s financial statements or accrued or otherwise been adequately reserved to disclosed in the extent required by, and notes thereto in accordance with, with GAAP. (f) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated Group, none of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, has engaged in a transaction in connection with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (gh) None of the Company, any of its Subsidiaries Subsidiaries, or any member of their respective Aggregated Groups sponsors, maintainsERISA Affiliates, contributes to or to, has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or otherwise has any current liability (actual or contingent liability or obligation under or contingent) with respect to, and no Company Benefit Plan or Company Manager Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, ERISA or Section 412 of the Code. (hi) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letterfor continuation coverage to be provided, other and for no longer than continuation coverage is required to be provided, pursuant to Section 4980B of the Code or any similar state LawLaw for which any director, officer or employee (including any former director, officer or employee) is responsible for the full cost of such coverage, neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Benefit Plan or Company Manager Plan provides retiree or promises, any post-employment or post-service retirement medical, dental, disability, hospitalization, life insurance or other welfare similar benefits (whether insured or self-insured) to any Person. director, officer or employee (i) Except as set forth on Schedule 4.10(iincluding any former director, officer or employee) of the Company, Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination with any other event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit Plan, (ii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, or (iv) result in any payment from the Company Manager or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)their respective Affiliates. (j) Neither the Company nor any Subsidiary of the Company its Subsidiaries has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross gross-up, indemnificationindemnify or otherwise reimburse any current or former service provider of the Company, reimbursement Company Manager or other payment any of their respective Affiliates for any excise or additional Taxes, interest or penalties Tax incurred pursuant to Section by such service provider under Sections 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Except as contemplated by this Agreement, the execution and delivery of this Agreement and the consummation of the Transactions will not (either alone or in combination with another event), (i) result in any payment or benefit from the Company Benefit Plan or any other agreement, arrangementof its Subsidiaries becoming due, or plan increase in the amount of any compensation due, to any current or former officers, employees or consultants of the Company, Company Manager or any of their respective Affiliates, (ii) increase any benefits otherwise payable under any Company Plan, (iii) result in the acceleration of the time of payment (including the funding of a trust or transfer of any assets to fund any benefits under any Company Plan) or vesting of or otherwise trigger any compensation or benefits payable to or in respect of any current or former employee, director or consultant of the Company, Company Manager or any of their respective Affiliates or (iv) limit or restrict the right of the Company or any of its Subsidiaries to merge, amend or terminate any Company Plan. (l) Except as set forth in Section 4.10(l) of the Company Disclosure Letter, no payment or benefit (or portion thereof) that constitutes is required to be made by the Company or any of its Subsidiaries under any Company Plan or this Agreement, or would be required to be made by the Surviving Company or Parent under any Company Plan or this Agreement as a result of the Transactions, with respect to any “disqualified individual” (as defined within Treas. Reg. 1.280G-1, Q&A 15), individually or in any part a nonqualified deferred compensation plan the aggregate, could be an “excess parachute payment” within the meaning of Section 409A 280G(b) of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunderCode. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a5.10(a) of the Company Parent Disclosure Letter is a list, as of the date hereof, of all of the material Company Employee Benefit Plans sponsored, maintained or contributed to by Parent or any of its Subsidiaries or with respect to which the Parent or any of its Subsidiaries could reasonably be expected to have any liability (the "Parent Plans. (b) "). True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Parent Plans and any related trust documents and favorable determination lettersagreements, if applicable, insurance contracts or other funding arrangements have been furnished or made available to Parent the Company or its Representatives. (b) To Parent's knowledge, along each Parent Plan has been operated, funded (if applicable) and maintained in compliance with the most recent report filed on Form 5500 and summary plan description with respect to each Company Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statements, its terms and all material correspondence applicable Laws, except where the failure to so comply would not reasonably be expected to have, individually or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to aggregate, a Company Benefit PlanParent Material Adverse Effect. (c) Each Company Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 4.10(d) As of the Company Disclosure Letterdate of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the CompanyParent, threatened against, or with respect to, any of the Company Benefit Parent Plans, and there are no Proceedings by except for such pending actions, suits or claims that would not reasonably be expected to have, individually or in the aggregate, a Governmental Entity with respect to any of the Company Benefit PlansParent Material Adverse Effect. (ed) All material contributions required to be made by the Company or any of its Subsidiaries to the Company Benefit Parent Plans pursuant to their terms or applicable Law have been timely made made. (e) There are no material unfunded benefit obligations that have not been properly accrued for in Parent's financial statements or accrued or otherwise been adequately reserved to disclosed in the extent required by, and notes thereto in accordance with, with GAAP. (f) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated Group, none of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, has engaged in a transaction in connection with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (g) None of the Company, Neither Parent nor any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Parent Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code. (hg) Except as set forth on Schedule 4.10(h) of the Company Disclosure Lettercontemplated by this Agreement, other than continuation coverage pursuant to Section 4980B of the Code or any similar state Law, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person. (i) Except as set forth on Schedule 4.10(i) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor and the consummation of the Transactions will, transactions contemplated by this Agreement will not (either alone or in combination with any other another event), (i) accelerate result in any material payment from Parent or any of its Subsidiaries becoming due, or materially increase in the amount of any compensation due, to any of their respective employees or consultants, (ii) materially increase any benefits otherwise payable under any Parent Plan, (iii) result in the acceleration of the time of payment (including the funding of a trust or vesting, or materially increase the amount transfer of compensation due to any Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit Plan, (ii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Parent Plan) or vesting of any compensation or benefits payable to or in respect of any employee, director or consultant or (iiiiv) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, or (iv) result in any payment from the Company Parent or any of its Subsidiaries (whether in cash to merge, amend or property or the vesting of property) to terminate any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)Parent Plan. (j) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a) 4.10 of the Company Disclosure Letter is a list, as of the date hereof, of all of the material Employee Benefit Plans sponsored, maintained, or contributed to by the Company Benefit or any of its Subsidiaries or with respect to which the Company or any of its Subsidiaries could reasonably be expected to have any liability (the “Company Plans. (b) ”). True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Plans and any related trust documents and favorable determination lettersagreements, if applicable, insurance contracts or other funding arrangements have been furnished or made available to Parent or its Representatives. (b) To the Company’s knowledge, along with the most recent report filed on Form 5500 and summary plan description with respect to each Company Benefit Plan required to file a Form 5500has been administered, the most recently prepared actuarial reports funded (if applicable) and financial statements, maintained in compliance with its terms and all material correspondence applicable Laws, except where the failure to so comply would not reasonably be expected to have, individually or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to aggregate, a Company Benefit PlanMaterial Adverse Effect. (c) Each Company Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 4.10(d) As of the Company Disclosure Letterdate of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there are no Proceedings by except for such pending actions, suits or claims that would not reasonably be expected to have, individually or in the aggregate, a Governmental Entity with respect to any of the Company Benefit PlansMaterial Adverse Effect. (ed) All material contributions required to be made by to the Company Plans pursuant to their terms have been timely made. (e) There are no material unfunded benefit obligations that have not been properly accrued for in the Company’s financial statements or disclosed in the notes thereto in accordance with GAAP. (f) None of the Company or any of its Subsidiaries to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAP. (f) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated Group, none of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, has engaged in a transaction in connection with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (g) None of the Company, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code. (hg) Except as set forth on Schedule 4.10(h) of the Company Disclosure Lettercontemplated by this Agreement, other than continuation coverage pursuant to Section 4980B of the Code or any similar state Law, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person. (i) Except as set forth on Schedule 4.10(i) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor and the consummation of the Transactions will, transactions contemplated by this Agreement will not (either alone or in combination with any other another event), (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit Plan, (ii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, or (iv) result in any material payment from the Company or any of its Subsidiaries becoming due, or materially increase in the amount of any compensation due, to any of their respective employees or consultants, (whether ii) materially increase any benefits otherwise payable under any Company Plan, (iii) result in cash the acceleration of the time of payment (including the funding of a trust or property transfer of any assets to fund any benefits under any Company Plan) or the vesting of propertyany compensation or benefits payable to or in respect of any employee, director or consultant or (iv) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) limit or restrict the right of the Company or any of its Subsidiaries that wouldto merge, individually amend or in combination with terminate any other such payment from the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither the Company nor any Subsidiary of the Plan. The Company has any obligation provided to provide, and no Company Benefit Plan or other agreement provides any individual with Parent such information as is necessary for Parent to determine the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible treatment under Section 280G of the Code. Code of the compensation and benefits to be provided as a result of the execution of this Agreement and the consummation of the transactions contemplated by this Agreement (keither alone or together with any other event) Each under any Company Benefit Plan or any other agreement, compensation arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a) 4.10 of the Company Disclosure Letter is a list, as of the date hereof, of all of the material Employee Benefit Plans sponsored, maintained, or contributed to by the Company Benefit or any of its Subsidiaries or with respect to which the Company or any of its Subsidiaries could reasonably be expected to have any liability (the "Company Plans. (b) "). True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Plans and any related trust documents and favorable determination lettersagreements, if applicable, insurance contracts or other funding arrangements have been furnished or made available to Parent or its Representatives. (b) To the Company's knowledge, along with the most recent report filed on Form 5500 and summary plan description with respect to each Company Benefit Plan required to file a Form 5500has been administered, the most recently prepared actuarial reports funded (if applicable) and financial statements, maintained in compliance with its terms and all material correspondence applicable Laws, except where the failure to so comply would not reasonably be expected to have, individually or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to aggregate, a Company Benefit PlanMaterial Adverse Effect. (c) Each Company Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 4.10(d) As of the Company Disclosure Letterdate of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there are no Proceedings by except for such pending actions, suits or claims that would not reasonably be expected to have, individually or in the aggregate, a Governmental Entity with respect to any of the Company Benefit PlansMaterial Adverse Effect. (ed) All material contributions required to be made by to the Company Plans pursuant to their terms have been timely made. (e) There are no material unfunded benefit obligations that have not been properly accrued for in the Company's financial statements or disclosed in the notes thereto in accordance with GAAP. (f) None of the Company or any of its Subsidiaries to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAP. (f) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated Group, none of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, has engaged in a transaction in connection with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (g) None of the Company, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code. (hg) Except as set forth on Schedule 4.10(h) of the Company Disclosure Lettercontemplated by this Agreement, other than continuation coverage pursuant to Section 4980B of the Code or any similar state Law, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person. (i) Except as set forth on Schedule 4.10(i) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor and the consummation of the Transactions will, transactions contemplated by this Agreement will not (either alone or in combination with any other another event), (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit Plan, (ii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, or (iv) result in any material payment from the Company or any of its Subsidiaries becoming due, or materially increase in the amount of any compensation due, to any of their respective employees or consultants, (whether ii) materially increase any benefits otherwise payable under any Company Plan, (iii) result in cash the acceleration of the time of payment (including the funding of a trust or property transfer of any assets to fund any benefits under any Company Plan) or the vesting of propertyany compensation or benefits payable to or in respect of any employee, director or consultant or (iv) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) limit or restrict the right of the Company or any of its Subsidiaries that wouldto merge, individually amend or in combination with terminate any other such payment from the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither the Company nor any Subsidiary of the Plan. The Company has any obligation provided to provide, and no Company Benefit Plan or other agreement provides any individual with Parent such information as is necessary for Parent to determine the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible treatment under Section 280G of the Code. Code of the compensation and benefits to be provided as a result of the execution of this Agreement and the consummation of the transactions contemplated by this Agreement (keither alone or together with any other event) Each under any Company Benefit Plan or any other agreement, compensation arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a2.10(a) of the Company Disclosure Letter is a list, as of the date hereof, of all of the material Company Benefit PlansPlans (including, for certainty, all Company Employment Agreements). (b) True, correct and complete copies (or a written description of material terms if such plan is not written) of each of the material Company Benefit Plans and related trust documents and favorable determination letters, if applicable, have been furnished or made available to Parent or its Representatives, along with the most recent report filed on Form 5500 and a summary plan description or employee booklet with respect to each Company Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statementsPlan, and all material correspondence to or from any Governmental Entity received or sent in the past three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Plan. Further, prior to the Effective Time, Company shall use reasonable best efforts to provide or make available to Parent or its Representatives, copies of any trust documents, insurance contracts, funding agreements and favorable determination letters, if applicable and material, in each case related to the material Company Benefit Plans, along with the most recent report filed with a Governmental Entity, including a Form 5500 or Annual Information Return, and the most recently prepared actuarial reports. (c) Each Company Benefit Plan has been established, registered (where required), funded, administered administered, invested and maintained in compliance in all material respects with all applicable Laws, including including, to the extent applicable, ERISA and the Code, and in accordance with its terms, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Except as set forth on Schedule 4.10(dwould not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) of the Company Disclosure Letter, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there are no Proceedings initiated or reasonably expected to be initiated by a Governmental Entity Entity, or any other party, with respect to any of the Company Benefit PlansPlans and (ii) as of the date of this Agreement, neither Company nor any of its Subsidiaries has any liability (nor reasonably expects to incur any material liability) for any assessment, excise or penalty taxes with respect to any Company Benefit Plan. (e) All material contributions or premiums required to be made by the Company or any of its Subsidiaries to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAP, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (f) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, and nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated GroupPlan, none of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated GroupPerson, has engaged in a transaction in connection with which the Company, Company or its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (g) None of the Company, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, : (i) a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code; (ii) a “registered pension plan” or “multi-employer pension plan” that contains a “defined benefit provision” within, in each case, the meaning of the Tax Act; or (iii) a multi-employer pension plan as such term is defined under the Pension Benefits Standards Act (Canada) or any similar plan for purposes of pension standards legislation of another Canadian jurisdiction. (h) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other Other than continuation coverage pursuant to Section 4980B of the Code or any similar state Lawother applicable Law for which the recipient pays the full premium cost of coverage and other than as set forth in Schedule 2.10(h) of the Company Disclosure Letter, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits coverage to any PersonPerson and neither Company nor any of its Subsidiaries has any liability to provide post-employment or post-service medical, disability, life insurance or other welfare benefits coverage to any Person or ever represented, promised or contracted to any Person that such Person would be provided with such benefits. (i) Except as set forth on disclosed in Schedule 4.10(i2.10(i) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination with any other event, (iA) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Company Employee employee or other current or former director, officer, employee or independent contractor of Company or any Subsidiary under any Company Benefit Plan, (iiB) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any material benefits under any Company Benefit Plan, (iiiC) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective TimeDate, or (ivD) result in any payment from the Company or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § §1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a) of the Company Disclosure Letter is a list, as of the date hereof, list of all of the material Company Benefit Plans. (b) True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Plans and the related trust documents or other funding arrangements and the most recent favorable determination determination, advisory or opinion letters, if applicable, have been furnished or made available to Parent Isla or its Representatives, along with with, to the extent applicable, the most recent report filed on Form 5500 (with all schedules and attachments), the most recent summary plan description (with respect to each Company Benefit Plan required to file a Form 5500all summaries of material modifications thereto), the most recently prepared recent financial statements and actuarial reports and financial statementsor other valuation reports, and all material non-routine correspondence to or from any Governmental Entity received in the past last three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Planyears. (c) Each Company Benefit Plan has been established, fundedadministered, administered operated, funded and maintained in material compliance with its terms and in compliance in all material respects with all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 4.10(d) of the Company Disclosure Letter, there There are no actions, suits or claims material Proceedings pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of the Company Benefit Plans. (e) All material contributions required to be made by the Company or any of its Subsidiaries to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAPmade. (f) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code andand has received a favorable determination letter (or in the case of a master or prototype plan, a favorable opinion or advisory letter) as to its qualification under the knowledge of the Company, Code and nothing has occurred occurred, whether by action or failure to act, that would could reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With respect to any each Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated GroupPlan, none of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated GroupPerson, has engaged in a transaction in connection with which the Company, Company or any of its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could would be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (g) None of the Company, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, to (or has in the past last six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to), or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, : (i) a “defined benefit plan” (as defined in Section 3(35) of ERISA) or a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA), Section 302 of ERISA, or Section 412 or 4971 of the Code or (ii) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), a “multiple employer plan” (as defined in Section 413(c) of the Code) or a “multiemployer plan” (within the meaning of Section 3(37) of ERISA). (h) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other Other than continuation coverage pursuant to Section 4980B of the Code or any similar state Law, no Company Benefit Plan provides any retiree or post-employment or post-service medical, disability, medical or life insurance or other welfare benefits to any Person, and none of the Company or any of its Subsidiaries has any obligation to provide such benefits. (i) Except as set forth on Schedule 4.10(i) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions willMerger could, either alone or in combination with any other another event, (i) entitle any current or former Company Employee, director or other service provider of the Company or any of its Subsidiaries to severance pay, any increase in severance pay or any other payment; (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Company Employee or other current or former directorCompany Employee, officer, employee director or independent contractor under other service provider of the Company or any Company Benefit Plan, of its Subsidiaries; (iiiii) directly or indirectly cause or require the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Plan; (iv) otherwise give rise to any material liability under any Company Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Merger Effective Time, ; or (ivv) result in any payment from the Company or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § Regulation Section 1.280G-1) of the Company or any of its Subsidiaries that wouldcould, individually or in combination with any other such payment from the Company or any of its Subsidiariespayment, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A 409A, Section 280G or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes constitutes, in any part part, a “nonqualified deferred compensation plan plan” (within the meaning of Section 409A of the Code Code) has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees or other service providers who reside or work perform services primarily outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a3.10(a) of the Company Disclosure Letter is a list, as of the date hereof, of all of the material Company Benefit Plans, excluding, for scheduling purposes only, offer letters and employment agreements that do not provide severance protections or that provides for an at-will employment arrangement, or vary in any material respect from the model versions of such agreements. (b) TrueWith respect to each Company Benefit Plan that is not a PEO Plan and, to the extent made available by the professional employer organization to the Company, with respect to each PEO Plan, true, correct and complete current copies (or a written description of material terms if such plan is not written) of each of the material Company Benefit Plans and related contracts, instruments and agreements, including administrative service agreements and group insurance contracts, trust documents documents, and most recently received Internal Revenue Service favorable determination lettersletter or opinion letter, if as applicable, have been furnished or made available to Parent Vitesse or its Representatives, along with the most recent report filed on Form 5500 and 5500, the currently applicable summary plan description or employee booklet, and any currently applicable summary of material modifications required under ERISA if any, with respect to each Company Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statementsPlan, and all material non-routine correspondence to or from any Governmental Entity received or sent in the past three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Plan. (c) Each Company Benefit Plan that is not a PEO Plan and, to the knowledge of the Company, each PEO Plan has been established, registered (where required), funded, administered administered, invested and maintained in compliance in all material respects with all applicable Laws, including including, to the extent applicable, ERISA and the Code, and in accordance with its terms. (d) Except as set forth on Schedule 4.10(dwould not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) of the Company Disclosure Letter, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans that are not PEO Plans and, to the knowledge of the Company, Company Benefit Plans that are PEO Plans, and there are no Proceedings initiated or reasonably expected to be initiated by a Governmental Entity Entity, or any other party, with respect to any of the Company Benefit Plans that are not PEO Plans and, to the knowledge of the Company, any Company Benefit Plans that are PEO Plans; and (ii) as of the date of this Agreement, neither Company nor any of its Subsidiaries has any liability (nor reasonably expects to incur any liability) for any assessment, excise or penalty taxes with respect to any Company Benefit Plan that is not a PEO Plan or, to the knowledge of the Company, any PEO Plan. (e) All material contributions or premiums required to be made by the Company or any of its Subsidiaries to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAPIFRS, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (f) Each Except as set forth on Schedule 3.10(f) of the Company Disclosure Letter, there are no material unfunded benefit obligations that have not been properly accrued for in Company's financial statements, and all material contributions or amounts payable by Company or any of its Subsidiaries with respect to each Company Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with IFRS. (g) Except as set forth on Schedule 3.10(g) of the Company Disclosure Letter, each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has either been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code andor is a pre-approved plan as to which the adopter is entitled to rely on the opinion letter issued by the Internal Revenue Service with respect to qualified status of the form of such plan under Section 401(a) of the Code, and nothing has occurred that, to the knowledge of the Company, nothing has occurred that would be reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated GroupPlan, none of the Company or any of its Subsidiaries, Subsidiaries or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated GroupPerson, has engaged in a transaction in connection with which the Company, Company or its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be materialCode. The None of Company and or any of its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (gh) None of the Company, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, : (i) a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code; (ii) a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA; (iii) a multiple employer plan within the meaning of Section 413(c) of the Code; (iv) a "registered pension plan" or "multi-employer pension plan" that contains a "defined benefit provision" within, in each case, the meaning of the Tax Act; or (v) a multi-employer pension plan as such term is defined under the Pension Benefits Standards Act (Canada) or any similar plan for purposes of pension standards legislation of another Canadian jurisdiction. (hi) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other Other than continuation coverage pursuant to Section 4980B of the Code or any similar state Lawother applicable Law for which the recipient pays the full premium cost of coverage, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits coverage to any PersonPerson and neither Company nor any of its Subsidiaries has any liability to provide post-employment or post-service medical, disability, life insurance or other welfare benefits coverage to any Person or ever represented, promised or contracted to any Person that such Person would be provided with such benefits. (ij) Except as set forth on disclosed in Schedule 4.10(i3.10(j) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination with any other event, (i) entitle any employee or other current or former director, officer, employee or independent contractor of Company or any Subsidiary to severance pay or severance benefits; (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Company Employee employee or other current or former director, officer, employee or independent contractor of Company or any Subsidiary under any Company Benefit Plan, ; (iiiii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any material benefits under any Company Benefit Plan, ; (iiiiv) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, Date; or (ivv) result in any payment from the Company or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “"disqualified individual” " (as such term is defined in Treasury Regulations § §1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, reasonably be expected to constitute an “"excess parachute payment” " (as defined in Section 280G(b)(1) of the Code). (jk) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (kl) Each Company Benefit Plan or any other agreement, arrangement, arrangement or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a) of the Company Disclosure Letter is a list, as of the date hereof, of all of the material Company Benefit Plans. (b) True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Plans and related trust documents and favorable determination letters, if applicable, have been furnished or made available to Parent or its Representatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Company Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statements, and all material correspondence to or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Planlast two years. (c) Each Company Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA and the Code, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Except as set forth on Schedule 4.10(d) As of the Company Disclosure Letterdate of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of the Company Benefit Plans, except for such pending actions, suits, claims or Proceedings that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) All material contributions required to be made by the Company to the Company Plans pursuant to their terms have been timely made. (f) There are no material unfunded benefit obligations that have not been properly accrued for in the Company’s financial statements, and all contributions or other amounts payable by the Company or any of its Subsidiaries with respect to the each Company Benefit Plans pursuant to their terms Plan in respect of current or applicable Law prior plan years have been timely made paid or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, with GAAP. (fg) Each Company Benefit ERISA Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax tax exemption of any such Company Benefit PlanPlan that could give rise to any material liability. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsoredERISA Plan, maintained or contributed to by a member of the Company’s Aggregated Group, none of neither the Company or nor any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, Subsidiaries has engaged in a transaction in connection with which the Company, Company or any of its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (gh) None of the Company, any of its Subsidiaries Company or any member of their respective its Aggregated Groups sponsors, maintains, Group contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code. (hi) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other than continuation coverage pursuant to Section 4980B of the Code or any similar state required by applicable Law, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person, and none of the Company or any of its Subsidiaries has any obligation to provide such benefits. (ij) Except as set forth on Schedule 4.10(i4.10(j) of the Company Disclosure Letter or pursuant to the terms of Schedule 6.9(a) of the Parent Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions willcould, either alone or in combination with any other another event, (i) entitle any Company Employee to severance pay or any material increase in severance pay, (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any such Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit PlanEmployee, (iiiii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any material benefits under any Company Benefit Plan, (iiiiv) otherwise give rise to any material liability under any Company Plan or (v) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, or (iv) result in any payment from the Company or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (jk) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxestaxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a5.10(a) of the Company Parent Disclosure Letter is a list, as of the date hereof, of all of the material Company Employee Benefit Plans sponsored, maintained or contributed to by Parent or any of its Subsidiaries or with respect to which the Parent or any of its Subsidiaries could reasonably be expected to have any liability (the “Parent Plans. (b) ”). True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Parent Plans and any related trust documents and favorable determination lettersagreements, if applicable, insurance contracts or other funding arrangements have been furnished or made available to Parent the Company or its Representatives. (b) To Parent’s knowledge, along each Parent Plan has been operated, funded (if applicable) and maintained in compliance with the most recent report filed on Form 5500 and summary plan description with respect to each Company Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statements, its terms and all material correspondence applicable Laws, except where the failure to so comply would not reasonably be expected to have, individually or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to aggregate, a Company Benefit PlanParent Material Adverse Effect. (c) Each Company Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 4.10(d) As of the Company Disclosure Letterdate of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the CompanyParent, threatened against, or with respect to, any of the Company Benefit Parent Plans, and there are no Proceedings by except for such pending actions, suits or claims that would not reasonably be expected to have, individually or in the aggregate, a Governmental Entity with respect to any of the Company Benefit PlansParent Material Adverse Effect. (ed) All material contributions required to be made by the Company or any of its Subsidiaries to the Company Benefit Parent Plans pursuant to their terms or applicable Law have been timely made made. (e) There are no material unfunded benefit obligations that have not been properly accrued for in Parent’s financial statements or accrued or otherwise been adequately reserved to disclosed in the extent required by, and notes thereto in accordance with, with GAAP. (f) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated Group, none of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, has engaged in a transaction in connection with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (g) None of the Company, Neither Parent nor any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Parent Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code. (hg) Except as set forth on Schedule 4.10(h) of the Company Disclosure Lettercontemplated by this Agreement, other than continuation coverage pursuant to Section 4980B of the Code or any similar state Law, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person. (i) Except as set forth on Schedule 4.10(i) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor and the consummation of the Transactions will, transactions contemplated by this Agreement will not (either alone or in combination with any other another event), (i) accelerate result in any material payment from Parent or any of its Subsidiaries becoming due, or materially increase in the amount of any compensation due, to any of their respective employees or consultants, (ii) materially increase any benefits otherwise payable under any Parent Plan, (iii) result in the acceleration of the time of payment (including the funding of a trust or vesting, or materially increase the amount transfer of compensation due to any Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit Plan, (ii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Parent Plan) or vesting of any compensation or benefits payable to or in respect of any employee, director or consultant or (iiiiv) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, or (iv) result in any payment from the Company Parent or any of its Subsidiaries (whether in cash to merge, amend or property or the vesting of property) to terminate any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)Parent Plan. (j) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a) None of the Company Disclosure Letter is Entities or any ERISA Affiliate has at any time during the last six (6) years contributed to, has since that date had an obligation to contribute to or has since that date had any Liability with respect to (including contingent Liability) a listBenefit Plan subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA) or, except as of the date hereofrequired by applicable Law, of all of the material Company a Benefit PlansPlan that provides post-termination or retiree health or welfare benefits to any Person. (b) True, correct and complete copies (or a description if such plan is not writtenSchedule 4.21(b) of identifies each of the material Company Benefit Plans and related trust documents and favorable determination letters, if applicable, have been furnished or Group Plan. The Company has made available to Parent or its RepresentativesParent, along with the most recent report filed on Form 5500 and summary plan description with respect to each Company Benefit Group Plan, as applicable: (i) the plan document or a written summary of material terms to the extent a Company Group Plan required to file a Form 5500is not in writing, (ii) the summary plan descriptions and summaries of material modifications thereto, (iii) the most recently prepared recent actuarial reports valuation report or audited financial statement, (iv) the most recently-filed annual report with all schedules and financial statementsattachments thereto, (v) the most recent IRS opinion or determination letter, and (vi) all non-routine filings and material correspondence to or from any with a Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit PlanAuthority since December 31, 2014. (c) Each Company Benefit Group Plan has been established, funded, maintained and administered in accordance with its terms and maintained in compliance in all material respects with all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 4.10(d) of the Company Disclosure Letter, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of the Company Benefit Plans. (e) All material contributions required to be made by the Company or any of its Subsidiaries to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAP. (f) . Each Company Benefit Group Plan that is intended to be qualified under Section 401(a) of the Code has been determined received a favorable determination from the IRS or is entitled to rely on a favorable opinion issued by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, IRS to the knowledge of the Company, nothing has effect that such plan is so qualified and there are no facts or circumstances or any events that have occurred that would reasonably be expected to adversely affect cause the qualification or Tax exemption loss of any such Company Benefit Plan. qualification. (d) With respect to each Company Group Plan, (i) there are no claims (other than routine claims for benefits in the ordinary course), investigations by any Company Benefit Plan Governmental Authority or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated Group, none of the Company or any of its SubsidiariesProceedings pending, or, to the knowledge Knowledge of the Company, any other Person or member of the Company’s Aggregated Groupthreatened, has engaged in a transaction in connection with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i(ii) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability no nonexempt “prohibited transaction” (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (g) None of the Company, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(3) 406 of ERISA), Section 302 of ERISA, ERISA or Section 412 4975 of the Code) that would reasonably be expected to result in material liability to the Company Group has occurred, and (iii) all contributions or other amounts that are due and payable by any Company Entity in respect of current or prior plan years have been paid or accrued in accordance with GAAP. No event has occurred and no condition exists that would reasonably be expected to subject a Company Entity, either directly or by reason of its affiliation with an ERISA Affiliate, to any Tax, fine, Lien, penalty or other material Liability imposed by ERISA, the Code or other applicable Law. (he) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other than continuation coverage pursuant to Section 4980B of the Code or any similar state Law, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person. (i) Except as set forth on Schedule 4.10(i) of the Company Disclosure Letter4.21(e), neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination together with any other transaction or event, (i) entitle any current or former employee, consultant or officer of any Company Entity to bonus, change in control, severance pay, increase in severance pay, or unemployment compensation, (ii) accelerate the time of payment or vestingvesting under any Company Group Plan, or materially (iii) increase the amount of compensation or benefits due to any Company Employee Person or other current result in the funding or former director, officer, employee payment of any compensation or independent contractor benefits or forgiveness of any loan or payment of any severance under any Company Benefit Group Plan, or (ii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Plan, (iiiiv) limit or restrict any Company Entity or, after the right consummation of the Transactions, Parent or any of its Affiliates, from, subject to materially amendapplicable Laws, terminate merging, amending, terminating or transfer transferring the assets of any Company Benefit Plan on Group Plan. (f) No amount or following the Effective Timebenefit that could be, or (iv) result in any payment from the Company or any of its Subsidiaries has been, received (whether in cash or property or the vesting of propertyproperty or the cancellation of indebtedness or otherwise) to by any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) within the meaning of Section 280G of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, reasonably Code would be expected to constitute characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither the Company nor any Subsidiary as a result of the consummation of the Transactions, either alone or together with any other transaction or event. No Company has any obligation to provide, and no Company Benefit Group Plan or other agreement Contract provides any individual with for the right to, a gross up, indemnification, gross-up of or reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Taxes imposed by Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (kg) Each Company Benefit Group Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part is a nonqualified “non-qualified deferred compensation plan plan” within the meaning of Section 409A of the Code has been operated is in documentary and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and the applicable guidance issued thereunder. (l) . No Company Benefit Group Plan is maintained outside or contract provides for the jurisdiction gross-up of or reimbursement for any gross income inclusion or Taxes imposed by Section 409A of the United States or covers any Company Employees who reside or work outside of the United StatesCode.

Compensation Benefits. (a) Set forth on Schedule 4.10(a) of the Company Disclosure Letter is a list, as of the date hereof, of all of the material Company Benefit Group Plans. (b) . True, correct and complete copies (or a description if such plan is not written) of each of the material Company Benefit Group Plans and related trust documents and favorable determination letters, if to the extent applicable, have been furnished or made available to Parent the Company or its Representativesrepresentatives, along with with, to the extent applicable, the most recent report filed on Form 5500 and summary plan description with respect to each Company Benefit Group Plan required to file a Form 5500. (b) Schedule 4.10(b) lists all Company Group Plans that are maintained, the most recently prepared actuarial reports and financial statementssponsored, and all material correspondence contributed to or from required to be contributed to the Company or any Governmental Entity received in of its Subsidiaries for which the past three (3) years addressing Company or any matter involving actual of its Subsidiaries or potential material Rice or any of its Affiliates could have any liability relating to a Company Benefit Planafter the Closing. (c) Each Company Benefit Group Plan has been established, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA except where the failure to so comply has not had and would not be reasonably likely to have, individually or in the Codeaggregate, a Company Material Adverse Effect. (d) Except as set forth on Schedule 4.10(d) As of the Company Disclosure Letterdate of this Agreement, there are no material actions, suits suits, claims or claims administrative proceedings pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of the Company Benefit Group Plans. (e) All There are no material contributions required unfunded benefit obligations with respect to the Company Group Plans that have not been properly accrued for in Company’s financial statements or disclosed in the notes thereto in accordance with GAAP. (f) Each Company Group Plan which is intended to be made qualified within the meaning of Section 401(a) of the Code has received a favorable determination or opinion letter as to its qualification, and nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (i) no event has occurred and no condition exists that would subject the Company or any of its Subsidiaries to any Tax, fine, lien, penalty or other liability imposed by ERISA or the Company Benefit Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, Code and (ii) no nonexempt “prohibited transaction” (as such term is defined in accordance with, GAAP. (f) Each Company Benefit Plan that is intended to be qualified under Section 401(a) 406 of ERISA and Section 4975 of the Code has been determined by the Internal Revenue Service to be qualified under or Section 401(a502 of ERISA) of the Code and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With with respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated Group, none of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated Group, has engaged in a transaction in connection with which the Company, its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the CodePlan. (g) None of Neither the Company, Company nor any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Group Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code. (h) Except as set forth on Schedule 4.10(h) of Neither the Company Disclosure Letter, other than continuation coverage pursuant to Section 4980B nor any of the Code its Subsidiaries has incurred any current or any similar state Law, projected liability in respect of (and no Company Benefit Group Plan provides retiree or for any) post-employment or post-service medicalretirement health, disability, medical or life insurance coverage for current, former or other welfare benefits retired employees, except as required to any Person. (i) Except as set forth on Schedule 4.10(i) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination with any other event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Company Employee or other current or former director, officer, employee or independent contractor under any Company Benefit Plan, (ii) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any benefits under any Company Benefit Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time, or (iv) result in any payment from the Company or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, reasonably be expected to constitute avoid an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible tax under Section 280G 4980B of the Code. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 4.10(a2.10(a) of the Company Disclosure Letter is a list, as of the date hereof, of all of the material Company Benefit PlansPlans (including, for certainty, all Company Employment Agreements). (b) True, correct and complete copies (or a written description of material terms if such plan is not written) of each of the material Company Benefit Plans and related trust documents and favorable determination letters, if applicable, have been furnished or made available to Parent or its Representatives, along with the most recent report filed on Form 5500 and a summary plan description or employee booklet with respect to each Company Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statementsPlan, and all material correspondence to or from any Governmental Entity received or sent in the past three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Plan. Further, prior to the Effective Time, Company shall use reasonable best efforts to provide or make available to Parent or its Representatives, copies of any trust documents, insurance contracts, funding agreements and favorable determination letters, if applicable and material, in each case related to the material Company Benefit Plans, along with the most recent report filed with a Governmental Entity, including a Form 5500 or Annual Information Return, and the most recently prepared actuarial reports. (c) Each Company Benefit Plan has been established, registered (where required), funded, administered administered, invested and maintained in compliance in all material respects with all applicable Laws, including including, to the extent applicable, ERISA and the Code, and in accordance with its terms, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Except as set forth on Schedule 4.10(dwould not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) of the Company Disclosure Letter, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Benefit Plans, and there are no Proceedings initiated or reasonably expected to be initiated by a Governmental Entity Entity, or any other party, with respect to any of the Company Benefit PlansPlans and (ii) as of the date of this Agreement, neither Company nor any of its Subsidiaries has any liability (nor reasonably expects to incur any material liability) for any assessment, excise or penalty taxes with respect to any Company Benefit Plan. (e) All material contributions or premiums required to be made by the Company or any of its Subsidiaries to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAP, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (f) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of the Company, and nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by a member of the Company’s Aggregated GroupPlan, none of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person or member of the Company’s Aggregated GroupPerson, has engaged in a transaction in connection with which the Company, Company or its Subsidiaries or a member of the Company’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (g) None of the Company, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, : (i) a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 4001(a)(33(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code; (ii) a “registered pension plan” or “multi-employer pension plan” that contains a “defined benefit provision” within, in each case, the meaning of the Tax Act; or (iii) a multi-employer pension plan as such term is defined under the Pension Benefits Standards Act (Canada) or any similar plan for purposes of pension standards legislation of another Canadian jurisdiction. (h) Except as set forth on Schedule 4.10(h) of the Company Disclosure Letter, other Other than continuation coverage pursuant to Section 4980B of the Code or any similar state Lawother applicable Law for which the recipient pays the full premium cost of coverage and other than as set forth in Schedule 2.10(h) of the Company Disclosure Letter, no Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits coverage to any PersonPerson and neither Company nor any of its Subsidiaries has any liability to provide post-employment or post-service medical, disability, life insurance or other welfare benefits coverage to any Person or ever represented, promised or contracted to any Person that such Person would be provided with such benefits. (i) Except as set forth on disclosed in Schedule 4.10(i2.10(i) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination with any other event, (iA) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Company Employee employee or other current or former director, officer, employee or independent contractor of Company or any Subsidiary under any Company Benefit Plan, (iiB) directly or indirectly cause the Company to transfer or set aside any material amount of assets to fund any material benefits under any Company Benefit Plan, (iiiC) limit or restrict the right to materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective TimeDate, or (ivD) result in any payment from the Company or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither the Company nor any Subsidiary of the Company has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Company Benefit Plan or any other agreement, arrangement, or plan of the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.