Common use of Compensation Benefits Clause in Contracts

Compensation Benefits. (a) Schedule 5.10(a) of the Contributor Disclosure Letter identifies each material Employee Benefit Plan sponsored, maintained or contributed to by any Transferred Entity or with respect to which any Transferred Entity has any liability, excluding any Employee Benefit Plans maintained by any professional employer organization (each, a “HighPeak Plan”). Contributor has made available to the Company, with respect to each HighPeak Plan, as applicable: (i) the plan document and (ii) to the extent applicable, the summary plan descriptions and summaries of material modifications thereto. (b) None of the Transferred Entities has contributed to, has ever had an obligation to contribute to, or had any liability with respect to (including contingent liability), and none of the HighPeak Plans are, (i) an Employee Benefit Plan subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA) or (ii) except as required by applicable Law, an Employee Benefit Plan that provides post-termination or retiree health or welfare benefits to any Person. (c) Except as would not have, individually or in the aggregate, a HighPeak Material Adverse Effect, each HighPeak Plan has been administered in accordance with its terms and all applicable Laws, including ERISA and the Code. (d) Neither the execution of this Agreement nor the consummation of the Transactions will, alone or together with any other transaction or event, (i) accelerate the time of payment or vesting under any HighPeak Plan or (ii) increase the amount of compensation or benefits due to any Person or result in the funding or payment of any compensation or benefits or forgiveness of any loan or payment of any severance under any HighPeak Plan. (e) No amount or benefit that could be, or has been, received (whether in cash or property or the vesting of property or the cancellation of indebtedness) by any “disqualified individual” within the meaning of Section 280G of the Code would reasonably be expected to be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) as a result of the consummation of the Transactions. No HighPeak Plan provides for the gross-up of or reimbursement for any Taxes imposed by Sections 4999 or 409A of the Code. Notwithstanding any other provision in this Agreement, the representations and warranties in this Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect to compensation and benefit matters of the Transferred Entities.

Compensation Benefits. (a) Set forth on Schedule 5.10(a4.10(a) of the Contributor Company Disclosure Letter identifies each is a list, as of the date hereof, of all of the material Employee Benefit Plan Plans sponsored, maintained maintained, or contributed to by the Company or any Transferred Entity of its Subsidiaries or with respect to which the Company or any Transferred Entity has of its Subsidiaries could reasonably be expected to have any liability, excluding liability or that provide benefits to any Employee Benefit Plans maintained by individual performing services to the Company or any professional employer organization of its Subsidiaries (each, a the “HighPeak PlanCompany Plans”). Contributor has True, correct and complete copies of each of the Company Plans and the most current version of any related trust agreements, insurance contracts or other funding arrangements, summary plan descriptions, the most recent Form 5500 filing and the most current version of any applicable IRS determination letters have been furnished or made available to the Company, with respect to each HighPeak Plan, as applicable: (i) the plan document and (ii) to the extent applicable, the summary plan descriptions and summaries of material modifications theretoParent or its Representatives. (b) Each Company Plan has been administered, funded (if applicable) and maintained in compliance with its terms and all applicable Laws, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) 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 Plans, 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 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. (e) None of the Transferred Entities Company or any of its Subsidiaries or any entity which would be deemed to be a single employer with Company or any of its Subsidiaries under Code Section 414 contributes to or has contributed to, has ever had an obligation to contribute to, or had any liability with respect to (including contingent liability), and none of the HighPeak Plans areno Company Plan is, (i) an Employee Benefit Plan a plan subject to Title IV of ERISA and/or Section 412 of the Code, (including ii) a multiemployer plan within the meaning of Section 3(37) of ERISA, (iii) a multiple employer plan as described in Section 413(c) of the Code, or (iiiv) except as required by applicable Law, an Employee Benefit Plan that provides post-termination or retiree health or a multiple employer welfare benefits to any Personarrangement (within the meaning of ERISA 3(40)). (cf) Except as would not havecontemplated by this Agreement or as set forth on Schedule 4.10(f) of the Company Disclosure Letter, individually or in the aggregate, a HighPeak Material Adverse Effect, each HighPeak Plan has been administered in accordance with its terms and all applicable Laws, including ERISA and the Code. (d) Neither the execution and delivery of this Agreement nor and the consummation of the Transactions will, will not (either alone or together in combination with any other transaction or another event), (i) accelerate 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, (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 under any HighPeak Plan or (ii) increase the amount of compensation or benefits due to any Person or result in the funding or payment of any compensation or benefits payable to or forgiveness in respect of any loan current or payment former employee, director or consultant, or (iv) limit or restrict the right of the Company or any severance under of its Subsidiaries to merge, amend or terminate any HighPeak Company Plan. (eg) No amount Each Company Plan that is a non-qualified deferred compensation plan or benefit that could be, or has been, received (whether in cash or property or the vesting of property or the cancellation of indebtedness) by any “disqualified individual” arrangement within the meaning of Section 280G 409A of the Code, and any underlying award or benefit, is in compliance, in all material respects, with Section 409A of the Code would reasonably be expected and no payment or award that has been made to be characterized as an “excess parachute payment” (as defined any participant under a Company Plan is subject to the interest and penalties specified in Section 280G(b)(1409A(a)(1)(B) of the Code. Neither the Company nor any Subsidiary of the Company (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 that may be currently due or triggered in the future, or (ii) has been required to report to any government authority any correction or taxes due as a result of the consummation of the Transactions. No HighPeak Plan provides for the gross-up of or reimbursement for any Taxes imposed by Sections 4999 or a failure to comply with Section 409A of the Code. Notwithstanding any other provision in this Agreement, the representations and warranties in this Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect to compensation and benefit matters of the Transferred Entities.

Compensation Benefits. (a) Set forth on Schedule 5.10(a4.10(a) of the Contributor Parent Disclosure Letter identifies each material Employee Benefit Plan sponsored, maintained or contributed to by any Transferred Entity or with respect to which any Transferred Entity has any liability, excluding any Employee Benefit Plans maintained by any professional employer organization (each, is a “HighPeak Plan”). Contributor has made available to the Company, with respect to each HighPeak Planlist, as applicable: (i) of the plan document and (ii) to date hereof, of all of the extent applicable, the summary plan descriptions and summaries of material modifications theretoParent Benefit Plans. (b) None of the Transferred Entities has contributed to, has ever had an obligation to contribute to, or had any liability with respect to (including contingent liability), and none of the HighPeak Plans are, (i) an Employee Each material Parent Benefit Plan subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA) or (ii) except as required by applicable Law, an Employee Benefit Plan that provides post-termination or retiree health or welfare benefits to any Person. (c) Except as would not have, individually or in the aggregate, a HighPeak Material Adverse Effect, each HighPeak Plan has been established, funded, administered and maintained in accordance 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 Parent Material Adverse Effect. (c) There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Parent, threatened against, on behalf of or with respect to, any of the Parent Benefit Plans, except for such Proceedings that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no Proceedings by a Governmental Entity on behalf of or with respect to any of the Parent Benefit Plans, except for such Proceedings that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) Neither the execution of this Agreement nor the consummation Each Parent Benefit Plan that is or was intended to be qualified under Section 401(a) of the Transactions will, alone Code has received a current favorable determination letter or together with any other transaction may rely upon a current opinion or event, (i) accelerate advisory letter from the time Internal Revenue Service and to the knowledge of payment Parent nothing has occurred that would reasonably be expected to adversely affect the qualification or vesting under any HighPeak Plan or (ii) increase the amount of compensation or benefits due to any Person or result in the funding or payment Tax exemption of any compensation such Parent Benefit Plan. The Parent and its Subsidiaries have not incurred any material liability (whether or benefits not assessed) under Sections 4980B, 4980D, 4980H, 6721 or forgiveness 6722 of any loan or payment of any severance under any HighPeak Planthe Code. (e) No amount or benefit that could beNeither the Parent nor any of its Subsidiaries sponsors, maintains, contributes to or has beenan obligation to contribute to (including on account of any member of their Aggregated Group) or has any current or contingent liability or obligation under or with respect to, received and no Parent Benefit Plan is, a plan that is: (whether i) a “multiemployer plan” (as defined in cash Section 3(37) of ERISA) or property 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 vesting of property or the cancellation of indebtednessCode; (ii) by any a “disqualified individualmultiple employer plan” within the meaning of Section 280G 210 of ERISA or Section 413(c) of the Code would reasonably be expected to be characterized as an Code; or (iii) a “excess parachute paymentmultiple employer welfare arrangement” (as defined in Section 280G(b)(13(40) of ERISA). Neither the Parent 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 414 of the Code. (f) as a result Other than continuation coverage pursuant to Section 4980B of the consummation Code or any similar state Law for which the recipient pays the full premium cost of the Transactions. No HighPeak coverage, no Parent Benefit Plan provides for and the grossParent and its Subsidiaries have no current or potential obligation to provide retiree, post-up of employment, post-ownership, or reimbursement for post-service medical, disability, life insurance or other welfare benefits to any Taxes imposed by Sections 4999 or 409A of the Code. Notwithstanding any other provision in this Agreement, the representations and warranties in this Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect to compensation and benefit matters of the Transferred EntitiesPerson.

Compensation Benefits. (a) Schedule Set forth in Section 5.10(a) of the Contributor Parent Disclosure Letter identifies each is a list, as of the date hereof, of all of the material Employee Benefit Plan Plans sponsored, maintained maintained, contributed to, or required to be contributed to by Parent or any Transferred Entity of its Subsidiaries or with respect to which Parent or any Transferred Entity has of its Subsidiaries has, or could reasonably be expected to have, any liability, excluding any material liability (such Employee Benefit Plans maintained by any professional employer organization (eachPlans, a whether or not material, the “HighPeak PlanParent Plans”). Contributor has True, correct and complete copies of each of the 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 agreements, insurance contracts or other funding arrangements, favorable determination or opinion letters, and the most recent report 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, with respect to each HighPeak Plan, as applicable: (i) the plan document and (ii) to the extent applicable, the summary plan descriptions and summaries of material modifications theretoCompany or its Representatives. (b) None Each Parent Plan has been administered, funded (if applicable) and maintained in compliance with its terms and all applicable Laws. (c) Each Parent Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Transferred Entities Code has contributed received a favorable determination letter, or may rely on a favorable opinion letter, issued by the IRS, and to the knowledge of Parent, 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 Parent Plan. (d) 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 Parent, threatened against, or with respect to, any of the Parent Plans, 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. (e) All material contributions required to be made to the Parent Plans pursuant to their terms have been timely made. (f) There are no material unfunded benefit obligations with respect to any Parent Plan that have not been properly accrued for in Parent’s financial statements or disclosed in the notes thereto in accordance with GAAP. (g) Neither Parent nor any of its Subsidiaries or any of their ERISA Affiliates contributes to, has ever had an obligation to contribute to or otherwise has any liability (actual or contingent) with respect to, or had any liability with respect to (including contingent liability)and no Parent Plan is, and none of the HighPeak Plans are, (i) an Employee Benefit Plan a plan subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA) ), Section 302 of ERISA, or (ii) except as required by applicable Law, an Employee Benefit Plan that provides post-termination or retiree health or welfare benefits to any Person. (c) Except as would not have, individually or in the aggregate, a HighPeak Material Adverse Effect, each HighPeak Plan has been administered in accordance with its terms and all applicable Laws, including ERISA and Section 412 of the Code. (dh) Neither the The execution and delivery of this Agreement nor and the consummation of the Transactions will, will not (either alone or together in combination with any other transaction or 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 transfer of any assets to fund any benefits under any Parent Plan) or vesting under any HighPeak Plan of or (ii) increase the amount of compensation or benefits due to any Person or result in the funding or payment of otherwise trigger any compensation or benefits payable to or forgiveness in respect of any loan current or payment former employee, director or consultant of Parent or its Subsidiaries or (iv) limit or restrict the right of Parent or any severance under of its Subsidiaries to merge, amend or terminate any HighPeak Parent Plan. (e) No amount or benefit that could be, or has been, received (whether in cash or property or the vesting of property or the cancellation of indebtedness) by any “disqualified individual” within the meaning of Section 280G of the Code would reasonably be expected to be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) as a result of the consummation of the Transactions. No HighPeak Plan provides for the gross-up of or reimbursement for any Taxes imposed by Sections 4999 or 409A of the Code. Notwithstanding any other provision in this Agreement, the representations and warranties in this Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect to compensation and benefit matters of the Transferred Entities.

Compensation Benefits. (a) Set forth on Schedule 5.10(a) of the Contributor Parent Disclosure Letter identifies each is a list, as of the date hereof, of all of the material Employee Benefit Plan Plans sponsored, maintained maintained, or contributed to by Parent or any Transferred Entity of its Subsidiaries or with respect to which Parent or any Transferred Entity has of its Subsidiaries could reasonably be expected to have any liability, excluding liability or that provide benefits to any Employee Benefit Plans maintained by individual performing services to Parent or any professional employer organization of its Subsidiaries (each, a the “HighPeak PlanParent Plans”). Contributor has True, correct and complete copies of each of the Parent Plans and the most current version of any related trust agreements, insurance contracts or other funding arrangements, summary plan descriptions, the most recent Form 5500 filing and the most current version of any applicable IRS determination letters have been furnished or made available to the Company, with respect to each HighPeak Plan, as applicable: (i) the plan document and (ii) to the extent applicable, the summary plan descriptions and summaries of material modifications theretoCompany or its Representatives. (b) Each Parent Plan has been administered, funded (if applicable) and maintained in compliance with its terms and all applicable Laws, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) 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 Parent, threatened against, or with respect to, any of the Parent Plans, 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 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 GAAP. (e) None of the Transferred Entities Parent or any of its Subsidiaries or any entity which would be deemed to be a single employer with Parent or any of its Subsidiaries under Code Section 414 contributes to or has contributed to, has ever had an obligation to contribute to, or had any liability with respect to (including contingent liability), and none of the HighPeak Plans areno Parent Plan is, (i) an Employee Benefit Plan a plan subject to Title IV of ERISA and/or Section 412 of the Code, (including ii) a multiemployer plan within the meaning of Section 3(37) of ERISA, (iii) a multiple employer plan as described in Section 413(c) of the Code, or (iiiv) except as required by applicable Law, an Employee Benefit Plan that provides post-termination or retiree health or a multiple employer welfare benefits to any Person. arrangement (c) Except as would not have, individually or in the aggregate, a HighPeak Material Adverse Effect, each HighPeak Plan has been administered in accordance with its terms and all applicable Laws, including ERISA and the Code. (d) Neither the execution of this Agreement nor the consummation of the Transactions will, alone or together with any other transaction or event, (i) accelerate the time of payment or vesting under any HighPeak Plan or (ii) increase the amount of compensation or benefits due to any Person or result in the funding or payment of any compensation or benefits or forgiveness of any loan or payment of any severance under any HighPeak Plan. (e) No amount or benefit that could be, or has been, received (whether in cash or property or the vesting of property or the cancellation of indebtedness) by any “disqualified individual” within the meaning of Section 280G of the Code would reasonably be expected to be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) as a result of the consummation of the Transactions. No HighPeak Plan provides for the gross-up of or reimbursement for any Taxes imposed by Sections 4999 or 409A of the Code. Notwithstanding any other provision in this Agreement, the representations and warranties in this Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect to compensation and benefit matters of the Transferred EntitiesERISA 3(40)).

Compensation Benefits. (a) Schedule Set forth in Section 5.10(a) of the Contributor Parent Disclosure Letter identifies each material is a list, as of the date hereof, of all of the Employee Benefit Plan Plans sponsored, maintained maintained, contributed to, or required to be contributed to by Parent or any Transferred Entity of its Subsidiaries or with respect to which Parent or any Transferred Entity has of its Subsidiaries has, or could reasonably be expected to have, any liability, excluding any Employee Benefit Plans maintained by any professional employer organization material liability (each, a the “HighPeak PlanParent Plans”). Contributor has True, correct and complete copies of each of the 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 agreements, insurance contracts or other funding arrangements, favorable determination or opinion letters, and the most recent report 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, with respect to each HighPeak Plan, as applicable: (i) the plan document and (ii) to the extent applicable, the summary plan descriptions and summaries of material modifications theretoCompany or its Representatives. (b) None Each Parent Plan has been administered, funded (if applicable) and maintained in compliance with its terms and all applicable Laws, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) As of the Transferred Entities has contributed date of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Parent, threatened against, or with respect to, any of the Parent Plans, 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) All material contributions required to be made to the Parent Plans pursuant to their terms have been timely made. (e) There are no material unfunded benefit obligations with respect to any Parent Plan that have not been properly accrued for in Parent’s financial statements or disclosed in the notes thereto in accordance with GAAP. (f) Neither Parent nor any of its Subsidiaries contributes to, has ever had an obligation to contribute to or otherwise has any liability (actual or contingent) with respect to, or had any liability with respect to (including contingent liability)and no Parent Plan is, and none of the HighPeak Plans are, (i) an Employee Benefit Plan a plan subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA) ), Section 302 of ERISA, or (ii) except as required by applicable Law, an Employee Benefit Plan that provides post-termination or retiree health or welfare benefits to any Person. (c) Except as would not have, individually or in the aggregate, a HighPeak Material Adverse Effect, each HighPeak Plan has been administered in accordance with its terms and all applicable Laws, including ERISA and Section 412 of the Code. (dg) Neither Except as contemplated by this Agreement or set forth in Section 5.10(g) of the Parent Disclosure Letter, the execution and delivery of this Agreement nor and the consummation of the Transactions will, will not (either alone or together in combination with any other transaction or 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 respective officers, employees or consultants, (ii) 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 transfer of any assets to fund any benefits under any Parent Plan) or vesting under any HighPeak Plan of or (ii) increase the amount of compensation or benefits due to any Person or result in the funding or payment of otherwise trigger any compensation or benefits payable to or forgiveness in respect of any loan employee, director or payment consultant of Parent or its Subsidiaries or (iv) limit or restrict the right of Parent or any severance under of its Subsidiaries to merge, amend or terminate any HighPeak Parent Plan. (e) No amount or benefit that could be, or has been, received (whether in cash or property or the vesting of property or the cancellation of indebtedness) by any “disqualified individual” within the meaning of Section 280G of the Code would reasonably be expected to be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) as a result of the consummation of the Transactions. No HighPeak Plan provides for the gross-up of or reimbursement for any Taxes imposed by Sections 4999 or 409A of the Code. Notwithstanding any other provision in this Agreement, the representations and warranties in this Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect to compensation and benefit matters of the Transferred Entities.

Compensation Benefits. (a) Set forth on Schedule 5.10(a) of the Contributor Ohm Disclosure Letter identifies each material Employee Benefit Plan sponsored, maintained or contributed to by any Transferred Entity or with respect to which any Transferred Entity has any liability, excluding any Employee Benefit Plans maintained by any professional employer organization (each, is a “HighPeak Plan”). Contributor has made available to the Company, with respect to each HighPeak Planlist, as applicable: (i) of the plan document and (ii) to date hereof, of all of the extent applicable, the summary plan descriptions and summaries of material modifications theretoOhm Benefit Plans. (b) True, correct and complete copies (or a written description of material terms if such plan is not written) of each of the material Ohm Benefit Plans and related trust documents and favorable determination letters, if applicable, have been furnished or made available to Ohm or its Representatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Ohm 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 an Ohm Benefit Plan. (c) Each Ohm 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) There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Ohm, threatened against, or with respect to, any of the Ohm Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of the Ohm Benefit Plans. (e) All contributions required to be made by Ohm or any of its Subsidiaries to the Ohm 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 Ohm 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 nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Ohm Benefit Plan. With respect to any Ohm Benefit Plan, none of Ohm or any of its Subsidiaries, or, to the knowledge of Ohm, any other Person, has engaged in a transaction in connection with which Ohm or its 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 be material. Ohm 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 Transferred Entities Ohm, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has contributed an obligation to contribute to, or in the past six (6) years has ever sponsored, maintained, contributed to or had an obligation to contribute to, or had has any current or contingent liability or obligation under or with respect to (including contingent liability)to, and none of the HighPeak Plans are, (i) an Employee no Ohm Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code. (h) Other than continuation coverage pursuant to Section 4980B of the Code or (ii) except as required by applicable Lawany similar state Law for which the recipient pays the full premium cost of coverage, an Employee no Ohm Benefit Plan that provides retiree or post-termination employment or retiree health post-service medical, disability, life insurance or other welfare benefits to any Person. (c) Except as would not have, individually or in the aggregate, a HighPeak Material Adverse Effect, each HighPeak Plan has been administered in accordance with its terms and all applicable Laws, including ERISA and the Code. (di) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or together in combination with any other transaction or event, (i) accelerate the time of payment or vesting under any HighPeak Plan vesting, or (ii) materially increase the amount of compensation or benefits due to any Person employee of Ohm (an “Ohm Employee”) or any Subsidiary thereof or other current or former director, officer, employee or independent contractor under any Ohm Benefit Plan, (ii) directly or indirectly cause Ohm to transfer or set aside any material amount of assets to fund any material benefits under any Ohm Benefit Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Ohm Benefit Plan on or following the Company Merger Effective Time, or (iv) result in the funding any payment from Ohm or payment any of any compensation or benefits or forgiveness of any loan or payment of any severance under any HighPeak Plan. (e) No amount or benefit that could be, or has been, received its Subsidiaries (whether in cash or property or the vesting of property or the cancellation of indebtednessproperty) by to any “disqualified individual” within the meaning (as such term is defined in Treasury Regulations § 1.280G-1) of Section 280G Ohm or any of the Code would its Subsidiaries that would, individually or in combination with any other such payment from Ohm or any of its Subsidiaries, reasonably be expected to be characterized as constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) as Neither Ohm nor any Subsidiary of Ohm has any obligation to provide, and no Ohm Benefit Plan or other agreement provides any individual with the right to, a result 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 consummation Code or due to the failure of any payment to be deductible under Section 280G of the Transactions. No HighPeak Code. (k) Each Ohm Benefit Plan provides for or any other agreement, arrangement, or plan of Ohm or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the gross-up meaning of or reimbursement for any Taxes imposed by Sections 4999 or Section 409A of the Code. Notwithstanding any other provision Code has been operated and maintained in this Agreement, the representations all material respects in operational and warranties in this documentary compliance with Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect to compensation and benefit matters 409A of the Transferred EntitiesCode and applicable guidance thereunder. (l) No Ohm Benefit Plan is maintained outside the jurisdiction of the United States or covers any Ohm Employees who reside or work outside of the United States.

Compensation Benefits. (a) Schedule 5.10(a) of Except as would not reasonably be expected to have, individually or in the Contributor Disclosure Letter identifies aggregate, a Parent Material Adverse Effect, each material Employee Parent Benefit Plan sponsoredhas been established, maintained or contributed to by any Transferred Entity or operated and administered in compliance with respect to which any Transferred Entity has any liabilityall applicable Laws, excluding any Employee Benefit Plans maintained by any professional employer organization (each, a “HighPeak Plan”). Contributor has made available to the Company, with respect to each HighPeak Plan, as applicable: (i) the plan document and (ii) to the extent applicableincluding ERISA, the summary plan descriptions Code and summaries of material modifications theretothe Affordable Care Act, and with its terms. (b) None Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Parent, threatened against, or with respect to, any of the Transferred Entities Parent Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of the Parent Benefit Plans. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, as of the date of this Agreement, all contributions required to be made by Parent or any of its ERISA Affiliates to the Parent Benefit Plans pursuant to their terms or applicable Law have been made within the time periods prescribed by the terms of such plan and applicable Law or have been accrued in accordance with the terms of such plan and applicable Law. (d) Each Parent Benefit Plan that is intended to be qualified under Section 401(a) of the Code has contributed 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 IRS with respect to a prototype plan adopted in accordance with the requirements for such reliance and, to the knowledge of Parent, no event or omission has occurred that would cause any Parent Benefit Plan to lose such qualification or require corrective action to the IRS or Employee Plan Compliance Resolution System to maintain such qualification. With respect to any Parent Benefit Plan, none of Parent or any of its Subsidiaries, or, to the knowledge of Parent, any other Person, has engaged in a transaction in connection with which Parent or its 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 be material. Parent and its Subsidiaries do not have any liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code which would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (e) Neither Parent nor any ERISA Affiliate of Parent sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has ever sponsored, maintained, contributed to or had an obligation to contribute to, or has had any liability or obligation under or with respect to (including contingent liability)to, and none of the HighPeak Plans are, no Parent Benefit Plan is a plan that is or was (i) an Employee Benefit Plan subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA) ), Section 302 of ERISA, or Section 412 of the Code, (ii) except a welfare benefit fund (as required by applicable Lawsuch term is defined in 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 Parent nor any ERISA Affiliate of Parent has ever incurred any liability under Title IV of ERISA that has not been paid in full. (f) Other than continuation coverage pursuant to Section 4980B of the Code or any similar state Law (or for a limited period of time following a termination of employment pursuant to the terms of an Employee existing employment, severance or similar agreement in effect as of the date hereof), no Parent Benefit Plan that provides retiree or post-termination employment or retiree health post-service medical, disability, life insurance or other welfare benefits to any Person. (cg) Except as would not have, individually or in the aggregate, a HighPeak Material Adverse Effect, each HighPeak Plan has been administered in accordance with its terms and all applicable Laws, including ERISA and the Code. (d) Neither None of the execution and delivery of this Agreement nor Agreement, the Parent Shareholder Approval or the consummation of the Transactions will, alone or together in combination with any other transaction or event, (i) accelerate result in, or cause the time of accelerated vesting, payment, funding or delivery of, or increase the amount or value of, any payment or vesting under benefit to any HighPeak Plan employee of Parent or any Subsidiary thereof (a “Parent Employee”) or to any current or former director, officer or other individual service provider of Parent or any Subsidiary of Parent or (ii) increase result in any “parachute payment” as defined in Section 280G(b)(2) of the amount Code (whether or not such payment is considered to be reasonable compensation for services rendered) to Parent Employee or officer, director or other service provider of compensation Parent or benefits any Subsidiary of Parent (h) Neither Parent nor any Subsidiary of Parent has any obligation to provide, and no Parent 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 any Person or result in the funding or payment failure of any compensation or benefits or forgiveness payment to be deductible under Section 280G of any loan or payment of any severance under any HighPeak Planthe Code. (ei) No amount Each Parent Benefit Plan or benefit that could beany other agreement, arrangement, or has been, received (whether plan of Parent or any of its Subsidiaries that constitutes in cash or property or the vesting of property or the cancellation of indebtedness) by any “disqualified individual” part a nonqualified deferred compensation plan within the meaning of Section 280G 409A of the Code would reasonably be expected to be characterized as an “excess parachute payment” (as defined has been operated and maintained in all material respects in operational and documentary compliance with Section 280G(b)(1) of the Code) as a result of the consummation of the Transactions. No HighPeak Plan provides for the gross-up of or reimbursement for any Taxes imposed by Sections 4999 or 409A of the Code. Notwithstanding any other provision Code and applicable guidance thereunder. (j) Each Parent Non-U.S. Benefit Plan and related trust, if any, (i) complies with and has been administered in this Agreement, all material respects in accordance with (A) the representations and warranties in this Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect to compensation and benefit matters applicable Laws of the Transferred Entitiessubject foreign country and (B) its terms and the terms of any Labor Agreement and (ii) each Parent Non-U.S. Benefit Plan which, under the applicable Laws of the subject foreign country, is required to be registered or approved by any Governmental Entity has been so registered or approved.

Compensation Benefits. (a) Schedule 5.10(a) of the Contributor Disclosure Letter identifies each material Employee Each Parent Benefit Plan sponsoredhas been established, registered (where required), funded, administered, invested and maintained or contributed to by any Transferred Entity or in compliance in all material respects with respect to which any Transferred Entity has any liabilityall applicable Laws, excluding any Employee Benefit Plans maintained by any professional employer organization (eachincluding, a “HighPeak Plan”). Contributor has made available to the Company, with respect to each HighPeak Plan, as applicable: (i) the plan document and (ii) to the extent applicable, ERISA and the summary plan descriptions Code, and summaries of material modifications theretoin accordance with its terms, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Parent, threatened against, or with respect to, any of the Parent Benefit Plans, and there are no Proceedings initiated or reasonably expected to be initiated by a Governmental Entity, or any other party, with respect to any of the Parent Benefit Plans and (ii) as of the date of this Agreement, neither Parent 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 Parent Benefit Plan. (c) All material contributions or premiums required to be made by Parent or any of its Subsidiaries to the Parent 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 Parent Material Adverse Effect. (d) Each Parent 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 nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Parent Benefit Plan. With respect to any Parent Benefit Plan, none of Parent or any of its Subsidiaries, or, to the knowledge of Parent, any other Person, has engaged in a transaction in connection with which Parent or its 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 be material. Parent and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (e) None of the Transferred Entities Parent, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has contributed an obligation to contribute to, or in the past six (6) years has ever sponsored, maintained, contributed to or had an obligation to contribute to, or had has any current or contingent liability or obligation under or with respect to (including contingent liability)to, and none of the HighPeak Plans are, no Parent Benefit Plan is: (i) an Employee Benefit Plan a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA) ), Section 302 of ERISA, or Section 412 of the Code; (ii) except 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 required by applicable Law, an Employee Benefit Plan that provides post-termination such term is defined under the Pension Benefits Standards Act (Canada) or retiree health or welfare benefits to any Personsimilar plan for purposes of pension standards legislation of another Canadian jurisdiction. (cf) Except as Other than continuation coverage pursuant to Section 4980B of the Code or any other applicable Law for which the recipient pays the full premium cost of coverage, no Parent Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits coverage to any Person and neither Parent 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 not have, individually or in the aggregate, a HighPeak Material Adverse Effect, each HighPeak Plan has been administered in accordance be provided with its terms and all applicable Laws, including ERISA and the Codesuch benefits. (dg) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or together in combination with any other transaction or event, (iA) accelerate the time of payment or vesting under any HighPeak Plan vesting, or (ii) materially increase the amount of compensation or benefits due to any Person employee or other current or former director, officer, employee or independent contractor of Parent or any Subsidiary under any Parent Benefit Plan, (B) directly or indirectly cause Parent to transfer or set aside any material amount of assets to fund any material benefits under any Parent Benefit Plan, (C) limit or restrict the right to materially amend, terminate or transfer the assets of any Parent Benefit Plan on or following the Effective Date, or (D) result in the funding any payment from Parent or payment any of any compensation or benefits or forgiveness of any loan or payment of any severance under any HighPeak Plan. (e) No amount or benefit that could be, or has been, received its Subsidiaries (whether in cash or property or the vesting of property or the cancellation of indebtednessproperty) by to any “disqualified individual” within the meaning (as such term is defined in Treasury Regulations § 1.280G-1) of Section 280G Parent or any of the Code would its Subsidiaries that would, individually or in combination with any other such payment from Parent or any of its Subsidiaries, reasonably be expected to be characterized as constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (h) as Neither Parent nor any Subsidiary of Parent has any obligation to provide, and no Parent Benefit Plan or other agreement provides any individual with the right to, a result 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 consummation Code or due to the failure of any payment to be deductible under Section 280G of the Transactions. No HighPeak Code. (i) Each Parent Benefit Plan provides for or any other agreement, arrangement, or plan of Parent or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the gross-up meaning of or reimbursement for any Taxes imposed by Sections 4999 or Section 409A of the Code. Notwithstanding any other provision Code has been operated and maintained in this Agreement, the representations all material respects in operational and warranties in this documentary compliance with Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect to compensation and benefit matters 409A of the Transferred EntitiesCode and applicable guidance thereunder.

Compensation Benefits. (a) Set forth on Schedule 5.10(a) of the Contributor Parent Disclosure Letter identifies each material Employee Benefit Plan sponsored, maintained or contributed to by any Transferred Entity or with respect to which any Transferred Entity has any liability, excluding any Employee Benefit Plans maintained by any professional employer organization (each, is a “HighPeak Plan”). Contributor has made available to the Company, with respect to each HighPeak Planlist, as applicable: (i) of the plan document and (ii) to date hereof, of all of the extent applicable, the summary plan descriptions and summaries of material modifications theretoParent Benefit Plans. (b) True, correct and complete copies (or a written description of material terms if such Parent Benefit Plan is not written) of each of the material Parent Benefit Plans (including any amendments thereto) and related trust documents, and favorable determination letters, if applicable, have been furnished or made available to the Company or its Representatives, along with 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 Parent Benefit Plan. (c) Each Parent Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA, the Code and the Tax Act. (d) There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Parent, threatened against, or with respect to, any of the Parent Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of the Parent Benefit Plans. (e) All contributions required to be made by Parent or any of its Subsidiaries to the Parent 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 Parent 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 nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Parent Benefit Plan. With respect to any Parent Benefit Plan, none of Parent or any of its Subsidiaries, or, to the knowledge of Parent, any other Person, has engaged in a transaction in connection with which Parent or its 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 be material. Parent 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 Transferred Entities Parent, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has contributed an obligation to contribute to, or in the past six (6) years has ever sponsored, maintained, contributed to or had an obligation to contribute to, or had has any current or contingent liability or obligation under or with respect to (including contingent liability)to, and none of the HighPeak Plans are, (i) an Employee no Parent Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code. (h) None of Parent or any of its Subsidiaries sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (ii6) except 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 Parent Benefit Plan is, a plan that is a “registered pension plan”, a “registered retirement savings plan”, a “deferred profit sharing plan”, a “retirement compensation arrangement”, an “employee life and health trust”, an “employee trust”, an “employee profit sharing plan”, as required each of those is defined in the Tax Act, or a “health and welfare trust” within the meaning of Canada Revenue Agency Income Tax Folio S2-F1-C1. (i) None of the Parent Benefit Plans is intended to be or has ever been found or alleged by a Governmental Entity to be a “salary deferral arrangement” within the meaning of subsection 248(1) of the Tax Act. (j) All of the Parent Benefit Plans are self-contained to either Parent or one of its Subsidiaries. (k) Other than continuation coverage pursuant to Section 4980B of the Code or any similar state Law for which the recipient pays the full premium cost of coverage or otherwise mandated by applicable Law, an Employee no Parent Benefit Plan that provides retiree or post-termination employment or retiree health post-service medical, disability, life insurance or other welfare benefits to any Person. (c) Except as would not have, individually or in the aggregate, a HighPeak Material Adverse Effect, each HighPeak Plan has been administered in accordance with its terms and all applicable Laws, including ERISA and the Code. (dl) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or together in combination with any other transaction or event, (i) accelerate the time of payment or vesting under any HighPeak Plan vesting, or (ii) materially increase the amount of (or create a new entitlement to), compensation or benefits due to any Person employee of Parent (an “Parent Employee”) or any Subsidiary thereof or other current or former director, officer, employee or independent contractor under any Parent Benefit Plan, (ii) directly or indirectly cause Parent or any Subsidiary thereof to transfer or set aside any material amount of assets to fund any material benefits under any Parent Benefit Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Parent Benefit Plan on or following the Company Merger Effective Time, or (iv) result in the funding any payment from Parent or payment any of any compensation or benefits or forgiveness of any loan or payment of any severance under any HighPeak Plan. (e) No amount or benefit that could be, or has been, received its Subsidiaries (whether in cash or property or the vesting of property or the cancellation of indebtednessproperty) by to any “disqualified individual” within the meaning (as such term is defined in Treasury Regulations § 1.280G-1) of Section 280G Parent or any of the Code would its Subsidiaries that would, individually or in combination with any other such payment from Parent or any of its Subsidiaries, reasonably be expected to be characterized as constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (m) as Neither Parent nor any Subsidiary of Parent has any obligation to provide, and no Parent Benefit Plan or other agreement provides any individual with the right to, a result 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 consummation Code or due to the failure of any payment to be deductible under Section 280G of the Transactions. No HighPeak Code. (n) Each Parent Benefit Plan provides for or any other agreement, arrangement, or plan of Parent or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the gross-up meaning of or reimbursement for any Taxes imposed by Sections 4999 or Section 409A of the Code. Notwithstanding any other provision Code has been operated and maintained in this Agreement, the representations all material respects in operational and warranties in this documentary compliance with Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect to compensation and benefit matters 409A of the Transferred EntitiesCode and applicable guidance thereunder. (o) No Parent Benefit Plan is maintained outside the jurisdictions of the United States and Canada or covers any Parent Employees who reside or work outside of the United States or Canada.

Compensation Benefits. (a) Schedule 5.10(a) of the Contributor Disclosure Letter identifies each material Employee Benefit Plan sponsored, maintained or contributed to by any Transferred Entity or with respect to which any Transferred Entity has any liability, excluding any Employee Benefit Plans maintained by any professional employer organization (each, a “HighPeak Plan”). Contributor has made available to the Company, with respect to each HighPeak Plan, as applicable: (i) the plan document and (ii) to the extent applicable, the summary plan descriptions and summaries of material modifications thereto. (b) None of the Transferred Xxxx Xxxx Entities has contributed to, has ever had an obligation to contribute to, to or has ever had any liability Liability with respect to (including contingent liability), and none of the HighPeak Plans are, (iLiability) an Employee a Benefit Plan subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA) or (ii) or, except as required by applicable Law, an Employee a Benefit Plan that provides post-termination or retiree health or welfare benefits to any Person. (b) Schedule 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, including any equity or equity-based incentive plans or programs of such Person, and separately identifies each Benefit Plan that is an Xxxx Xxxx Group Plan. The Contributor has made available to Buyer, with respect to each such material Benefit Plan described in the preceding sentence, as applicable: (i) the plan document or a written summary of material terms to the extent a Benefit Plan is not in writing, (ii) the summary plan descriptions and summaries of material modifications thereto, (iii) the most recent actuarial valuation report or audited financial statement, (iv) the most recently-filed annual report with all schedules and attachments thereto, (v) the most recent IRS opinion or determination letter, and (vi) all non-routine filings and material correspondence with a Governmental Authority from the past three years. (c) Except as would not have, individually or in the aggregate, a HighPeak Material Adverse Effect, each HighPeak Each Xxxx Xxxx Group Plan has been maintained and administered in accordance with its terms and in compliance in all material respects with all applicable Laws, including ERISA and the Code. Each Xxxx Xxxx Group Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS to the effect that such plan is so qualified and there are no facts or circumstances that would reasonably be expected to cause the loss of such qualification. (d) Neither 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 Governmental Authority or Proceedings pending, or, to the Knowledge of the Xxxx Xxxx Parties, threatened, (ii) no nonexempt “prohibited transaction” (within the meaning of Section 406 of ERISA or Section 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. (e) Except as required by Section 6.17, neither the execution of this Agreement nor the consummation of the Transactions will, alone or together with any other transaction or event, (i) accelerate the time of payment or vesting under any HighPeak Plan or Xxxx Xxxx Group Plan, (ii) increase the amount of compensation or benefits due to any Person or result in the funding or payment of any compensation or benefits or forgiveness of any loan or payment of any severance under any HighPeak Xxxx Xxxx Group Plan or (iii) restrict Buyer or any of its Affiliates from amending or terminating an Xxxx Xxxx Group Plan. (ef) No amount or benefit that could be, or has been, received (whether in cash or property or the vesting of property or the cancellation of indebtedness) by any “disqualified individual” within the meaning of Section 280G of the Code would reasonably be expected to be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) as a result of the consummation of the Transactions. No HighPeak Xxxx Xxxx Group Plan provides for the gross-up of or reimbursement for any Taxes imposed by Sections Section 4999 of the Code. (g) Each Xxxx Xxxx Group Plan that is a “non-qualified deferred compensation plan” within the meaning of Section 409A of the Code is in documentary and operational compliance in all material respects with Code Section 409A and 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. Notwithstanding any other provision in this Agreement, the representations and warranties in this Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect to compensation and benefit matters of the Transferred Entities.

Compensation Benefits. (a) Schedule Set forth in Section 5.10(a) of the Contributor Parent Disclosure Letter identifies each is a list, as of the date hereof, of all of the material Employee Benefit Plan Plans sponsored, maintained maintained, contributed to, or required to be contributed to by Parent or any Transferred Entity of its Subsidiaries or with respect to which Parent or any Transferred Entity has of its Subsidiaries has, or could reasonably be expected to have, any liability, excluding any material liability (such Employee Benefit Plans maintained by any professional employer organization (eachPlans, a whether or not material, the “HighPeak PlanParent Plans”). Contributor has True, correct and complete copies of each of the 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 agreements, insurance contracts or other funding arrangements, favorable determination or opinion letters, and the most recent report 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, with respect to each HighPeak Plan, as applicable: (i) the plan document and (ii) to the extent applicable, the summary plan descriptions and summaries of material modifications theretoCompany or its Representatives. (b) None Each Parent Plan has been administered, funded (if applicable) and maintained in compliance with its terms and all applicable Laws. (c) As of the Transferred Entities has contributed date of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Parent, threatened against, or with respect to, any of the Parent Plans, 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) All material contributions required to be made to the Parent Plans pursuant to their terms have been timely made. (e) There are no material unfunded benefit obligations with respect to any Parent Plan that have not been properly accrued for in Parent’s financial statements or disclosed in the notes thereto in accordance with GAAP. (f) Neither Parent nor any of its Subsidiaries or any of their ERISA Affiliates contributes to, has ever had an obligation to contribute to or otherwise has any liability (actual or contingent) with respect to, or had any liability with respect to (including contingent liability)and no Parent Plan is, and none of the HighPeak Plans are, (i) an Employee Benefit Plan a plan subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA) ), Section 302 of ERISA, or (ii) except as required by applicable Law, an Employee Benefit Plan that provides post-termination or retiree health or welfare benefits to any Person. (c) Except as would not have, individually or in the aggregate, a HighPeak Material Adverse Effect, each HighPeak Plan has been administered in accordance with its terms and all applicable Laws, including ERISA and Section 412 of the Code. (dg) Neither Except as contemplated by this Agreement or set forth in Section 5.10(g) of the Parent Disclosure Letter, the execution and delivery of this Agreement nor and the consummation of the Transactions will, will not (either alone or together in combination with any other transaction or 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 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 transfer of any assets to fund any benefits under any Parent Plan) or vesting under any HighPeak Plan of or (ii) increase the amount of compensation or benefits due to any Person or result in the funding or payment of otherwise trigger any compensation or benefits payable to or forgiveness in respect of any loan employee, director or payment consultant of Parent or its Subsidiaries or (iv) limit or restrict the right of Parent or any severance under of its Subsidiaries to merge, amend or terminate any HighPeak Parent Plan. (e) No amount or benefit that could be, or has been, received (whether in cash or property or the vesting of property or the cancellation of indebtedness) by any “disqualified individual” within the meaning of Section 280G of the Code would reasonably be expected to be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) as a result of the consummation of the Transactions. No HighPeak Plan provides for the gross-up of or reimbursement for any Taxes imposed by Sections 4999 or 409A of the Code. Notwithstanding any other provision in this Agreement, the representations and warranties in this Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect to compensation and benefit matters of the Transferred Entities.

Compensation Benefits. (a) Set forth on Schedule 5.10(a5.11(a) of the Contributor Parent Disclosure Letter identifies each material Employee Benefit Plan sponsoredis a list, maintained or contributed to by any Transferred Entity or with respect to which any Transferred Entity has any liabilityas of the date hereof, excluding any of all Employee Benefit Plans maintained by any professional employer organization of Parent (each, a “HighPeak PlanParent Plans”). Contributor has True, correct and complete copies of each of the Parent Plans and related trust documents and favorable determination letters, if applicable, have been furnished or made available to the CompanyCompany or its Representatives, along with the most recent report filed on Form 5500 with respect to each HighPeak Plan, as applicable: (i) the plan document Parent Plan required to file a Form 5500 and (ii) to the extent applicable, the summary plan descriptions and summaries of material modifications theretodescription. (b) Each Parent 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 in the aggregate, a Parent Material Adverse Effect. (c) There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Parent, threatened against, or with respect to, any of the Parent Plans, except for such actions, suits or claims that are not material to Parent and its Subsidiaries, taken as a whole. (d) All material contributions required to be made to the Parent 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 Parent’s financial statements or disclosed in the notes thereto in accordance with GAAP. (f) None of the Transferred Entities Parent or any member of its Aggregated Group contributes to or has contributed to, has ever had an obligation to contribute to, or had any liability with respect to (including contingent liability)and no Parent Plan is, and none of the HighPeak Plans are, (i) an Employee Benefit Plan a plan subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA) ), Section 302 of ERISA, or (ii) except as required by applicable Law, an Employee Benefit Plan that provides post-termination or retiree health or welfare benefits to any Person. (c) Except as would not have, individually or in the aggregate, a HighPeak Material Adverse Effect, each HighPeak Plan has been administered in accordance with its terms and all applicable Laws, including ERISA and Section 412 of the Code. (d) Neither the execution of this Agreement nor the consummation of the Transactions will, alone or together with any other transaction or event, (i) accelerate the time of payment or vesting under any HighPeak Plan or (ii) increase the amount of compensation or benefits due to any Person or result in the funding or payment of any compensation or benefits or forgiveness of any loan or payment of any severance under any HighPeak Plan. (e) No amount or benefit that could be, or has been, received (whether in cash or property or the vesting of property or the cancellation of indebtedness) by any “disqualified individual” within the meaning of Section 280G of the Code would reasonably be expected to be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) as a result of the consummation of the Transactions. No HighPeak Plan provides for the gross-up of or reimbursement for any Taxes imposed by Sections 4999 or 409A of the Code. Notwithstanding any other provision in this Agreement, the representations and warranties in this Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect to compensation and benefit matters of the Transferred Entities.

Compensation Benefits. (a) Set forth on Schedule 5.10(a) of the Contributor Parent Disclosure Letter identifies is a list, as of the date hereof, of all of the material Parent Plans. (b) True, correct and complete copies of each of the material Employee Benefit Plan sponsoredParent Plans and the related trust documents or other funding arrangements and the most recent favorable determination, maintained advisory or contributed to by any Transferred Entity opinion letters, if applicable, have been furnished or with respect to which any Transferred Entity has any liability, excluding any Employee Benefit Plans maintained by any professional employer organization (each, a “HighPeak Plan”). Contributor has made available to the CompanyCompany or its Representatives, with respect to each HighPeak Planalong with, as applicable: (i) the plan document and (ii) to the extent applicable, the most recent report filed on Form 5500 (with all schedules and attachments) and summary plan descriptions and description (with all summaries of material modifications thereto. (b) None of and all material correspondence to or from any Governmental Entity received in the Transferred Entities has contributed to, has ever had an obligation to contribute to, or had any liability with respect to (including contingent liability), and none of the HighPeak Plans are, (i) an Employee Benefit Plan subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA) or (ii) except as required by applicable Law, an Employee Benefit Plan that provides post-termination or retiree health or welfare benefits to any Personlast three years. (c) Except as would not have, individually or in the aggregate, a HighPeak Material Adverse Effect, each HighPeak Each Parent Plan has been administered established, administered, operated, funded and maintained in accordance compliance 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 Parent Material Adverse Effect. (d) Neither There are no Proceedings pending (other than routine claims for benefits) or, to the knowledge of Parent, threatened against, or with respect to, any of the Parent Plans, except for such Proceedings that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (e) All material contributions required to be made by Parent or any of its Subsidiaries to the Parent Plans pursuant to their terms or applicable Law have been timely made. (f) Each Parent 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 nothing has occurred that would adversely affect the qualification or tax exemption of any such Parent Plan. With respect to any Parent Plan, none of Parent or any of its Subsidiaries, or, to the knowledge of Parent, any other Person, has engaged in a transaction in connection with which Parent or any of its 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. Parent 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 Parent, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Parent Plan is, a plan that is or was subject to Title IV of ERISA (including a “multiemployer plan” within the meaning of Section 3(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code. No Parent 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 5.10(f) of the Parent Disclosure Letter, other than continuation coverage pursuant to Section, 4980B of the Code or any similar state Law and for which the recipient pays the full cost of the premium cost of coverage, no Parent Plan provides retiree or post-employment or post-service medical, or life insurance to any Person, and none of Parent or any of its Subsidiaries has any obligation to provide such benefits. (i) Except as set forth on Schedule 5.10(i) of the Parent Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions willcould, either alone or together in combination with any other transaction or another event, (i) entitle any employee of Parent to severance pay or any increase in severance pay, (ii) accelerate the time of payment or vesting under any HighPeak Plan vesting, or (ii) increase the amount of compensation or benefits due to any Person such employee of Parent, (iii) directly or result in indirectly cause Parent to transfer or set aside any material amount of assets to fund any material benefits under any Parent Plan, (iv) otherwise give rise to any material liability under any Parent Plan or (v) limit or restrict the funding right to materially amend, terminate or payment transfer the assets of any compensation Parent Plan on or benefits or forgiveness of any loan or payment of any severance under any HighPeak Planfollowing the Effective Time. (ej) No amount or benefit that could be, or has been, received (whether in cash or property or Parent Plan is maintained outside the vesting of property or the cancellation of indebtedness) by any “disqualified individual” within the meaning of Section 280G jurisdiction of the Code would reasonably be expected to be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) United States or covers any employees of Parent whose services for Parent are primarily performed outside of the Code) as a result of the consummation of the Transactions. No HighPeak Plan provides for the gross-up of or reimbursement for any Taxes imposed by Sections 4999 or 409A of the Code. Notwithstanding any other provision in this Agreement, the representations and warranties in this Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect to compensation and benefit matters of the Transferred EntitiesUnited States.

Compensation Benefits. (a) Schedule 5.10(a) True, correct and complete copies of each of the Contributor Disclosure Letter identifies each material Employee Benefit Parent Plans (or, in the case of any Parent Plan sponsored, maintained or contributed to by any Transferred Entity or with respect to which any Transferred Entity has any liability, excluding any Employee Benefit Plans maintained by any professional employer organization (eachnot in writing, a “HighPeak Plan”). Contributor has written description of the material terms thereof) and related contracts, instruments or agreements, including administrative service agreements and group insurance contracts, trust documents, and most recently received Internal Revenue Service favorable determination letter or opinion letter, as applicable, have been furnished or made available to the CompanyCompany 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 HighPeak Parent Plan, as applicable: (i) the and all material correspondence to or from any Governmental Entity, including with respect to any audit of or proceeding involving such plan document and (ii) to the extent applicable, the summary or alleged noncompliance of such plan descriptions and summaries of material modifications theretowith applicable Laws. (b) Each Parent Plan has been maintained in compliance 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 Parent Material Adverse Effect. (c) There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Parent, Threatened against, Parent or any of its Subsidiaries, or any fiduciary of any of the Parent Plans, with respect to any Parent Plan, and there are no Proceedings by a Governmental Entity with respect to any of the Parent 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 Parent Material Adverse Effect. (d) All material contributions required to be made by Parent to the Parent 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 Parent’s financial statements, and all material contributions or other amounts payable by Parent or any of its Subsidiaries with respect to each Parent Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP. (f) Each ERISA Plan of Parent 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 Parent, nothing has occurred that would reasonably be expected to adversely affect the qualification or tax exemption of any such Parent Plan. With respect to any ERISA Plan, neither Parent nor any of its Subsidiaries has engaged in a transaction in connection with which Parent or any of its Subsidiaries 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 a material amount. (g) None of Parent or any member of its Aggregated Group contributes to or has, during the Transferred Entities has contributed tolast six years, has ever had an obligation to contribute to, or had any liability with respect to (including contingent liability), and none of the HighPeak Plans areno Parent Plan is, (i) an Employee Benefit Plan a defined benefit pension plan 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 3(37) of ERISA, (iii) a “multiple employer plan” as defined in Section 413(c) of the Code, or (iiiv) except a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (h) Except as required by applicable Law, an Employee Benefit no Parent Plan that provides retiree or post-termination employment medical, disability, life insurance or retiree health or other welfare benefits to any Person, and none of Parent or any of its Subsidiaries has any obligation to provide such benefits. (c) Except as would not have, individually or in the aggregate, a HighPeak Material Adverse Effect, each HighPeak Plan has been administered in accordance with its terms and all applicable Laws, including ERISA and the Code. (di) Neither the execution and delivery of this Agreement nor the consummation of the Transactions willwould, either alone or together in combination with any other transaction or another event, (i) entitle any Parent Employee to severance pay or benefits or to any increase in severance pay or benefits, (ii) accelerate the time of payment or vesting under any HighPeak Plan vesting, or (ii) increase the amount of or the funding of any compensation or benefits due to any Person such Parent Employee, (iii) directly or indirectly cause Parent to transfer or set aside any material amount of assets to fund any material benefits under any Parent Plan, (iv) limit or restrict the right to materially amend, terminate or transfer the assets of any Parent Plan on or following the Effective Time or (v) result in the funding or payment of any compensation or benefits or forgiveness of any loan or payment of any severance under any HighPeak Plan. (e) No amount or benefit that could be, or has been, received (whether in cash or property or the vesting of property or the cancellation of indebtedness) by any “disqualified individualexcess parachute payment” within the meaning of Section 280G of the Code. (j) Neither Parent nor any Subsidiary has any obligation to provide, and no Parent 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 would reasonably be expected or due to the failure of any payment to be characterized as an “excess parachute payment” (as defined in deductible under Section 280G(b)(1) 280G of the Code. (k) as a result No Parent Plan is maintained outside the jurisdiction of the consummation United States or covers any Parent Employees who reside or work outside of the Transactions. No HighPeak Plan provides for the gross-up of or reimbursement for any Taxes imposed by Sections 4999 or 409A of the Code. Notwithstanding any other provision in this Agreement, the representations and warranties in this Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect to compensation and benefit matters of the Transferred EntitiesUnited States.

Compensation Benefits. (a) Set forth on Schedule 5.10(a) of the Contributor Parent Disclosure Letter identifies each material Employee Benefit Plan sponsored, maintained or contributed to by any Transferred Entity or with respect to which any Transferred Entity has any liability, excluding any Employee Benefit Plans maintained by any professional employer organization (each, is a “HighPeak Plan”). Contributor has made available to the Company, with respect to each HighPeak Planlist, as applicable: (i) of the plan document and (ii) to date hereof, of all the extent applicable, the summary plan descriptions and summaries of material modifications theretoParent Plans. (b) None True, correct and complete copies of each of the Transferred Entities has contributed tomaterial Parent Plans and related trust documents and favorable determination or opinion letters, has ever had an obligation if applicable, have been furnished or made available to contribute tothe Company or its Representatives, or had any liability along with the most recent report field on Form 5500 and summary plan description with respect to (including contingent liability)each Parent Plan required to file a Form 5500, and none of all material correspondence to or from any Governmental Entity received in the HighPeak Plans are, (i) an Employee Benefit Plan subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA) or (ii) except as required by applicable Law, an Employee Benefit Plan that provides post-termination or retiree health or welfare benefits to any Personlast two years. (c) Except as Each Parent Plan has been maintained in compliance in all 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 HighPeak Parent Material Adverse Effect, each HighPeak Plan has been administered in accordance with its terms and all applicable Laws, including ERISA and the Code. (d) Neither 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 Parent, threatened against, or with respect to, any of the Parent Plans, and there are no Proceedings by a Governmental Entity with respect to any of the Parent Plans, except for such pending actions, suits, claims or Proceedings that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (e) There are no material unfunded benefit obligations that have not been properly accrued for in Parent’s financial statements, and all material contributions or other amounts payable by Parent or any of its Subsidiaries with respect to each Parent Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP. (f) Each Parent 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 and, to the knowledge of Parent, nothing has occurred since such determination by the Internal Revenue Service that would adversely affect such qualification. (g) There have been no “prohibited transactions” within the meaning of Section 4975 of the Code or Part 4 of Subtitle B of Title I of ERISA in connection with any Parent Plan that could subject Parent or any of its Subsidiaries to a material tax or penalty imposed under Section 4975 of the Code or Section 502(i) of ERISA. (h) No Parent Plan is, and none of Parent or any member of its Aggregated Group has any liability with respect to, (i) a plan subject to Title IV or Section 302 of 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). (i) Except as required by applicable Law, no Parent Plan provides retiree or post-employment medical, disability, life insurance or other welfare benefits to any Person, and none of Parent or any of its Subsidiaries has any obligation to provide such benefits. (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 willcould, either alone or together in combination with any other transaction or another event, (i) entitle any employee of Parent to severance pay or any material increase in severance pay, (ii) accelerate the time of payment or vesting under any HighPeak Plan vesting, or (ii) materially increase the amount of compensation or benefits due to any Person such employee of Parent, (iii) directly or indirectly cause Parent to transfer or set aside any material amount of assets to fund any material benefits under any Parent Plan, (iv) otherwise give rise to any material liability under any Parent Plan, (v) limit or restrict the right to materially amend, terminate or transfer the assets of any Parent Plan on or following the Effective Time or (vi) result in the funding or payment of any compensation or benefits or forgiveness of any loan or payment of any severance under any HighPeak Plan. (e) No amount or benefit that could be, or has been, received (whether in cash or property or the vesting of property or the cancellation of indebtedness) by any an “disqualified individualexcess parachute payment” within the meaning of Section 280G(b) of the Code. Parent has made available to the Company true and complete copies of any Section 280G calculations prepared (whether or not final) with respect to any disqualified individual in connection with the Transactions contemplated by this Agreement. (k) Neither Parent nor any Subsidiary has any obligation to provide, and no Parent 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. (l) Each Parent Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary 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 be characterized as an “excess parachute payment” have, individually or in the aggregate, a Parent Material Adverse Effect. (as defined in Section 280G(b)(1m) No Parent Plan is maintained outside the jurisdiction of the Code) as a result United States or covers any employee of Parent or any of its Subsidiaries who resides or works outside of the consummation of the Transactions. No HighPeak Plan provides for the gross-up of or reimbursement for any Taxes imposed by Sections 4999 or 409A of the Code. Notwithstanding any other provision in this Agreement, the representations and warranties in this Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect to compensation and benefit matters of the Transferred EntitiesUnited States.

Compensation Benefits. (a) Set forth on Schedule 5.10(a) of the Contributor Parent Disclosure Letter identifies is a list, as of the date hereof, of all of the material Parent Benefit Plans. (b) True, correct and complete copies (or a description if such plan is not written) of each of the material Parent 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 Parent 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 Parent Benefit Plan. (c) Each Parent 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) There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Parent, threatened against, or with respect to, any of the Parent Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of the Parent Benefit Plans. (e) All material contributions required to be made by Parent or any of its Subsidiaries to the Parent 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 Parent 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 Parent, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Parent Benefit Plan. With respect to any Parent Benefit Plan or an Employee Benefit Plan sponsored, maintained or contributed to by a member of the Parent’s Aggregated Group, none of Parent or any Transferred Entity or with respect to which any Transferred Entity has any liabilityof its Subsidiaries, excluding any Employee Benefit Plans maintained by any professional employer organization (eachor, a “HighPeak Plan”). Contributor has made available to the Companyknowledge of Parent, any other Person or member of the Parent’s Aggregated Group, has engaged in a transaction in connection with respect which Parent, its Subsidiaries or a member of the Parent’s Aggregated Group reasonably could be subject to each HighPeak Planeither 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. Parent and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, as applicable: (i) 4980D, 4980H, 6721 or 6722 of the plan document and (ii) to the extent applicable, the summary plan descriptions and summaries of material modifications theretoCode. (bg) None of the Transferred Entities Parent, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has contributed an obligation to contribute to, or in the past six (6) years has ever sponsored, maintained, contributed to or had an obligation to contribute to, or had has any current or contingent liability or obligation under or with respect to (including contingent liability)to, and none of the HighPeak Plans are, (i) an Employee no Parent Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA) ), Section 302 of ERISA, or (ii) except as required by applicable Law, an Employee Benefit Plan that provides post-termination or retiree health or welfare benefits to any Person. (c) Except as would not have, individually or in the aggregate, a HighPeak Material Adverse Effect, each HighPeak Plan has been administered in accordance with its terms and all applicable Laws, including ERISA and Section 412 of the Code. (dh) Other than continuation coverage pursuant to Section 4980B of the Code or any similar state Law, no Parent Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person (the entire cost of which is paid by such Person). (i) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or together in combination with any other transaction or event, (i) accelerate the time of payment or vesting under any HighPeak Plan vesting, or (ii) materially increase the amount of compensation or benefits due to any Person employee of Parent or any Subsidiary thereof or other current or former director, officer, employee or independent contractor under any Parent Benefit Plan, (ii) directly or indirectly cause Parent to transfer or set aside any material amount of assets to fund any material benefits under any Parent Benefit Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Parent Benefit Plan on or following the Effective Time, or (iv) result in the funding any payment from Parent or payment any of any compensation or benefits or forgiveness of any loan or payment of any severance under any HighPeak Plan. (e) No amount or benefit that could be, or has been, received its Subsidiaries (whether in cash or property or the vesting of property or the cancellation of indebtednessproperty) by to any “disqualified individual” within the meaning of Section 280G (as such term is defined in Treasury Regulations § 1.280G-1) of the Code would Company or any of its Subsidiaries that would, individually or in combination with any other such payment from Parent or any of its Subsidiaries, reasonably be expected to be characterized as constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) as Neither Parent nor any Subsidiary of Parent has any obligation to provide, and no Parent Benefit Plan or other agreement provides any individual with the right to, a result 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 consummation Code or due to the failure of any payment to be deductible under Section 280G of the Transactions. No HighPeak Code. (k) Each Parent Benefit Plan provides for or any other agreement, arrangement, or plan of Parent or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the gross-up meaning of or reimbursement for any Taxes imposed by Sections 4999 or Section 409A of the Code. Notwithstanding any other provision Code has been operated and maintained in this Agreement, the representations all material respects in operational and warranties in this documentary compliance with Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect to compensation and benefit matters 409A of the Transferred EntitiesCode and applicable guidance thereunder. (l) No Parent Benefit Plan is maintained outside the jurisdiction of the United States.

Compensation Benefits. (a) Set forth on Schedule 5.10(a) of the Contributor Parent Disclosure Letter identifies each is a list, as of the date hereof, of all of the material Employee Benefit Plan Plans sponsored, maintained or contributed to by Parent or any Transferred Entity of its Subsidiaries or with respect to which the Parent or any Transferred Entity has of its Subsidiaries could reasonably be expected to have any liability, excluding any Employee Benefit Plans maintained by any professional employer organization liability (each, a the “HighPeak PlanParent Plans”). Contributor has True, correct and complete copies of each of the Parent Plans and any related trust agreements, insurance contracts or other funding arrangements have been furnished or made available to the Company, with respect to each HighPeak Plan, as applicable: (i) the plan document and (ii) to the extent applicable, the summary plan descriptions and summaries of material modifications theretoCompany or its Representatives. (b) None To Parent’s knowledge, each Parent Plan has been operated, funded (if applicable) and maintained in compliance with its terms and all applicable Laws, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) As of the Transferred Entities has contributed date of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Parent, threatened against, or with respect to, any of the Parent Plans, 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) All material contributions required to be made to the Parent 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 Parent’s financial statements or disclosed in the notes thereto in accordance with GAAP. (f) Neither Parent nor any of its Subsidiaries contributes to or has ever had an obligation to contribute to, or had any liability with respect to (including contingent liability)and no Parent Plan is, and none of the HighPeak Plans are, (i) an Employee Benefit Plan a plan subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA) ), Section 302 of ERISA, or (ii) except as required by applicable Law, an Employee Benefit Plan that provides post-termination or retiree health or welfare benefits to any Person. (c) Except as would not have, individually or in the aggregate, a HighPeak Material Adverse Effect, each HighPeak Plan has been administered in accordance with its terms and all applicable Laws, including ERISA and Section 412 of the Code. (dg) Neither Except as contemplated by this Agreement, 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 together in combination with any other transaction or 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 transfer of any assets to fund any benefits under any Parent Plan) or vesting under any HighPeak Plan or (ii) increase the amount of compensation or benefits due to any Person or result in the funding or payment of any compensation or benefits payable to or forgiveness in respect of any loan employee, director or payment consultant or (iv) limit or restrict the right of Parent or any severance under of its Subsidiaries to merge, amend or terminate any HighPeak Parent Plan. (e) No amount or benefit that could be, or has been, received (whether in cash or property or the vesting of property or the cancellation of indebtedness) by any “disqualified individual” within the meaning of Section 280G of the Code would reasonably be expected to be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) as a result of the consummation of the Transactions. No HighPeak Plan provides for the gross-up of or reimbursement for any Taxes imposed by Sections 4999 or 409A of the Code. Notwithstanding any other provision in this Agreement, the representations and warranties in this Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect to compensation and benefit matters of the Transferred Entities.

Compensation Benefits. (a) Schedule 5.10(a) of the Contributor Disclosure Letter identifies each material Employee Each Vitesse Benefit Plan sponsoredhas been established, registered (where required), funded, administered, invested and maintained or contributed to by any Transferred Entity or in compliance in all material respects with respect to which any Transferred Entity has any liabilityall applicable Laws, excluding any Employee Benefit Plans maintained by any professional employer organization (eachincluding, a “HighPeak Plan”). Contributor has made available to the Company, with respect to each HighPeak Plan, as applicable: (i) the plan document and (ii) to the extent applicable, ERISA and the summary plan descriptions Code, and summaries of material modifications theretoin accordance with its terms, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Vitesse Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Vitesse Material Adverse Effect: (i) there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Vitesse, threatened against, or with respect to, any of the Vitesse Benefit Plans, and there are no Proceedings initiated or reasonably expected to be initiated by a Governmental Entity, or any other party, with respect to any of the Vitesse Benefit Plans; and (ii) as of the date of this Agreement, neither Vitesse 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 Vitesse Benefit Plan. (c) All material contributions or premiums required to be made by Vitesse or any of its Subsidiaries to the Vitesse 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, U.S. GAAP, except as would not reasonably be expected to have, individually or in the aggregate, a Vitesse Material Adverse Effect. (d) Each Vitesse 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 nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Vitesse Benefit Plan. With respect to any Vitesse Benefit Plan, none of Vitesse or any of its Subsidiaries, or, to the knowledge of Vitesse, any other Person, has engaged in a transaction in connection with which Vitesse or its 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 be material. Vitesse and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (e) None of the Transferred Entities Vitesse, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has contributed an obligation to contribute to, or in the past six (6) years has ever sponsored, maintained, contributed to or had an obligation to contribute to, or had has any current or contingent liability or obligation under or with respect to (including contingent liability)to, and none of the HighPeak Plans are, no Vitesse Benefit Plan is: (i) an Employee Benefit Plan a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA) ), Section 302 of ERISA, or Section 412 of the Code; (ii) except 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 required by applicable Law, an Employee Benefit Plan that provides post-termination such term is defined under the Pension Benefits Standards Act (Canada) or retiree health or welfare benefits to any Personsimilar plan for purposes of pension standards legislation of another Canadian jurisdiction. (cf) Except as Other than continuation coverage pursuant to Section 4980B of the Code or any other applicable Law for which the recipient pays the full premium cost of coverage, no Vitesse Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits coverage to any Person and neither Vitesse 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 not have, individually or in the aggregate, a HighPeak Material Adverse Effect, each HighPeak Plan has been administered in accordance be provided with its terms and all applicable Laws, including ERISA and the Codesuch benefits. (dg) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or together in combination with any other transaction or event, (i) accelerate the time of payment or vesting under any HighPeak Plan vesting, or (ii) materially increase the amount of compensation or benefits due to any Person employee or other current or former director, officer, employee or independent contractor of Vitesse or any Subsidiary under any Vitesse Benefit Plan; (ii) directly or indirectly cause Vitesse to transfer or set aside any material amount of assets to fund any material benefits under any Vitesse Benefit Plan; (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Vitesse Benefit Plan on or following the Effective Date; or (iv) result in the funding any payment from Vitesse or payment any of any compensation or benefits or forgiveness of any loan or payment of any severance under any HighPeak Plan. (e) No amount or benefit that could be, or has been, received its Subsidiaries (whether in cash or property or the vesting of property or the cancellation of indebtednessproperty) by to any “"disqualified individual” within the meaning " (as such term is defined in Treasury Regulations § 1.280G-1) of Section 280G Vitesse or any of the Code would its Subsidiaries that would, individually or in combination with any other such payment from Vitesse or any of its Subsidiaries, reasonably be expected to be characterized as constitute an “"excess parachute payment” " (as defined in Section 280G(b)(1) of the Code). (h) as Neither Vitesse nor any Subsidiary of Vitesse has any obligation to provide, and no Vitesse Benefit Plan or other agreement provides any individual with the right to, a result 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 consummation Code or due to the failure of any payment to be deductible under Section 280G of the Transactions. No HighPeak Code. (i) Each Vitesse Benefit Plan provides for or any other agreement, arrangement or plan of Vitesse or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the gross-up meaning of or reimbursement for any Taxes imposed by Sections 4999 or Section 409A of the Code. Notwithstanding any other provision Code has been operated and maintained in this Agreement, the representations all material respects in operational and warranties in this documentary compliance with Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect to compensation and benefit matters 409A of the Transferred EntitiesCode and applicable guidance thereunder.

Compensation Benefits. (a) Set forth on Schedule 5.10(a) of the Contributor Parent Disclosure Letter identifies each material Employee Benefit Plan sponsored, maintained or contributed to by any Transferred Entity or with respect to which any Transferred Entity has any liability, excluding any Employee Benefit Plans maintained by any professional employer organization (each, is a “HighPeak Plan”). Contributor has made available to the Company, with respect to each HighPeak Planlist, as applicable: (i) of the plan document and (ii) to date hereof, of all of the extent applicable, the summary plan descriptions and summaries of material modifications theretoParent Benefit Plans. (b) True, correct and complete copies (or a written description of material terms if such Parent Benefit Plan is not written) of each of the material Parent Benefit Plans (including any amendments thereto) and related trust documents, and favorable determination letters, if applicable, have been furnished or made available to the Company or its Representatives, along with 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 Parent Benefit Plan. (c) Each Parent Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA, the Code and the Tax Act. (d) There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Parent, threatened against, or with respect to, any of the Parent Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of the Parent Benefit Plans. (e) All contributions required to be made by Parent or any of its Subsidiaries to the Parent 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 Parent 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 nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Parent Benefit Plan. With respect to any Parent Benefit Plan, none of Parent or any of its Subsidiaries, or, to the knowledge of Parent, any other Person, has engaged in a transaction in connection with which Parent or its 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 be material. Parent 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 Transferred Entities Parent, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has contributed an obligation to contribute to, or in the past six (6) years has ever sponsored, maintained, contributed to or had an obligation to contribute to, or had has any current or contingent liability or obligation under or with respect to (including contingent liability)to, and none of the HighPeak Plans are, (i) an Employee no Parent Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code. (h) None of Parent or any of its Subsidiaries sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (ii6) except 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 Parent Benefit Plan is, a plan that is a “registered pension plan”, a “registered retirement savings plan”, a “deferred profit sharing plan”, a “retirement compensation arrangement”, an “employee life and health trust”, an “employee trust”, an “employee profit sharing plan”, as required each of those is defined in the Tax Act, or a “health and welfare trust” within the meaning of Canada Revenue Agency Income Tax Folio S2-F1-C1. (i) None of the Parent Benefit Plans is intended to be or has ever been found or alleged by a Governmental Entity to be a “salary deferral arrangement” within the meaning of subsection 248(1) of the Tax Act. (j) All of the Parent Benefit Plans are self-contained to either Parent or one of its Subsidiaries. (k) Other than continuation coverage pursuant to Section 4980B of the Code or any similar state Law for which the recipient pays the full premium cost of coverage or otherwise mandated by applicable Law, an Employee no Parent Benefit Plan that provides retiree or post-termination employment or retiree health post-service medical, disability, life insurance or other welfare benefits to any Person. (c) Except as would not have, individually or in the aggregate, a HighPeak Material Adverse Effect, each HighPeak Plan has been administered in accordance with its terms and all applicable Laws, including ERISA and the Code. (dl) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or together in combination with any other transaction or event, (i) accelerate the time of payment or vesting under any HighPeak Plan vesting, or (ii) materially increase the amount of (or create a new entitlement to), compensation or benefits due to any Person employee of Parent (an “Parent Employee”) or any Subsidiary thereof or other current or former director, officer, employee or independent contractor under any Parent Benefit Plan, (ii) directly or indirectly cause Parent or any Subsidiary thereof to transfer or set aside any material amount of assets to fund any material benefits under any Parent Benefit Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Parent Benefit Plan on or following the Company Merger Effective Time, or (iv) result in the funding any payment from Parent or payment any of any compensation or benefits or forgiveness of any loan or payment of any severance under any HighPeak Plan. (e) No amount or benefit that could be, or has been, received its Subsidiaries (whether in cash or property or the vesting of property or the cancellation of indebtednessproperty) by to any “disqualified individual” within the meaning (as such term is defined in Treasury Regulations § 1.280G-1) of Section 280G Parent or any of the Code would its Subsidiaries that would, individually or in combination with any other such payment from Parent or any of its Subsidiaries, reasonably be expected to be characterized as constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (m) as Neither Parent nor any Subsidiary of Parent has any obligation to provide, and no Parent Benefit Plan or other agreement provides any individual with the right to, a result 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 consummation Code or due to the failure of any payment to be deductible under Section 280G of the Transactions. No HighPeak Code. (n) Each Parent Benefit Plan provides for or any other agreement, arrangement, or plan of Parent or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the gross-up meaning of or reimbursement for any Taxes imposed by Sections 4999 or Section 409A of the Code. Notwithstanding any other provision Code has been operated and maintained in this Agreement, the representations all material respects in operational and warranties in this documentary compliance with Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect to compensation and benefit matters 409A of the Transferred EntitiesCode and applicable guidance thereunder.

Compensation Benefits. (a) Schedule 5.10(a) 5.10 of the Contributor Parent Disclosure Letter identifies sets forth a list of each material Employee Benefit Plan sponsored, maintained maintained, or contributed to by Parent or any Transferred Entity of its Subsidiaries or with respect to which Parent or any Transferred Entity has of its Subsidiaries could reasonably be expected to have any liability, excluding any Employee Benefit Plans maintained by any professional employer organization liability (each, a the “HighPeak PlanParent Plans”). Contributor has True, correct and complete copies of each of the material Parent Plans have been furnished or made available to the CompanyCompany or its Representatives, with respect to each HighPeak Plan, as applicable: including (i) the all governing plan document and documents (including amendments), (ii) to all trust agreement or other funding arrangements (including insurance contracts), (iii) the extent applicablemost recent IRS determination or opinion letter, (iv) the most recent summary plan descriptions descriptions, (v) annual reports or returns, audited or unaudited financial statements, and summaries of material modifications theretoactuarial valuations for the most recent three (3) plan years, and (vi) non-discrimination testing data and reports for the two most recently completed plan years. (b) None of the Transferred Entities has contributed to, has ever had an obligation to contribute to, or had any liability with respect to (including contingent liability), and none of the HighPeak Plans are, (i) an Employee Benefit Plan subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA) or (ii) except as required by applicable Law, an Employee Benefit Plan that provides post-termination or retiree health or welfare benefits to any Person. (c) Except as would not have, individually or in the aggregate, a HighPeak Material Adverse Effect, each HighPeak Each Parent Plan has been established, funded, and administered in accordance compliance in all material respects with its terms and all applicable Laws. There are no actions, including suits or claims pending (other than routine claims for benefits) or, to the knowledge of Parent, threatened against, or with respect to, any of the Parent Plans. All Parent 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 Parent is entitled to rely on a favorable opinion letter from the IRS. All contributions to, and payments from, each Parent Plan have been timely made. (c) Neither Parent nor its ERISA Affiliates have 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 Parent 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 Parent 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). Parent has no liability under Title IV of ERISA or Code Section 412 either directly or through its ERISA Affiliates. Neither Parent nor its ERISA Affiliates have maintained in the Codepast nor currently maintain 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. Parent has complied in all material respects with the continuation coverage requirements of Section 1001 of COBRA, and ERISA Sections 601 through 608. (d) Neither Except as otherwise provided for in this Agreement or as set forth in Schedule 5.10(d) of the Parent Disclosure Letter, neither the execution of this Agreement nor the Agreement, shareholder approval of this Agreement, or consummation of the Transactions will, alone transactions contemplated by this Agreement (individually or together in conjunction with any other transaction event) will (i) entitle any current or eventformer service provider to Parent 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 Parent 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 Parent Plans, (iv) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation of benefits under any HighPeak Plan or (ii) increase the amount of compensation or benefits due to any Person individual service provider to Parent or result in the funding or any of its Subsidiaries, (v) give rise to any payment of any compensation or benefits or forgiveness of any loan or payment of any severance under any HighPeak Plan. (e) No amount or benefit that could be, would not be deductible in whole or has been, received (whether in cash or property or the vesting of property or the cancellation of indebtedness) part by any “disqualified individual” within the meaning reason of Section 280G of the Code would reasonably be expected Code, or (vi) limit or restrict the right of Parent or any of its Subsidiaries or, after the consummation of the transactions contemplated hereby, the Parent or the Surviving Company, to be characterized as an “excess parachute payment” merge, amend, or terminate any of the Parent Plans. (as defined e) Each Parent Plan that is a non-qualified deferred compensation plan or arrangement within the meaning of Section 409A of the Code, and any underlying award, is in compliance in all material respects with Section 409A of the Code, and no payment or award that has been made to any participant under a Parent Plan is subject to the interest and penalties specified in Section 280G(b)(1409A(a)(1)(B) of the Code. Neither Parent nor any of its Subsidiaries (x) has an obligation to reimburse or indemnify any participant in a Parent 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 (y) has been required to report to any Governmental Entity any correction or taxes due as a result of the consummation a failure to comply with Section 409A of the Transactions. Code. (f) No HighPeak Parent Plan provides for the gross-up of or reimbursement for of any Taxes imposed by Sections Section 4999 or 409A of the Code. Notwithstanding Code or otherwise, and neither Parent, nor any other provision in this Agreement, the representations and warranties in this Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect of its Subsidiaries has any obligation to compensation and benefit matters of the Transferred Entitiesreimburse or indemnify any party for such Taxes.

Compensation Benefits. (a) Set forth on Schedule 5.10(a) of the Contributor Parent Disclosure Letter identifies is a list of each material Employee Benefit Parent Plan. (b) True, correct and complete copies of each material Parent Plan sponsored(or, maintained or contributed to by in the case of any Transferred Entity or with respect to which any Transferred Entity has any liability, excluding any Employee Benefit Plans maintained by any professional employer organization (eachmaterial Parent Plan not in writing, a “HighPeak Plan”). Contributor has description of the material terms thereof) and related trust documents and favorable determination letters, if applicable, have been furnished or made available to the Company, along with, as applicable, with respect to each HighPeak material Parent Plan, as applicable: (i) the plan document and (ii) to the extent applicablemost recent report filed on Form 5500, the summary plan descriptions description, and summaries of all material modifications thereto. (b) None of the Transferred Entities has contributed to, has ever had an obligation correspondence to contribute to, or had any liability with respect to from (including contingent liability), and none of non-routine filings made with) any Governmental Entity in the HighPeak Plans are, past three (i3) an Employee Benefit Plan subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA) or (ii) except as required by applicable Law, an Employee Benefit Plan that provides post-termination or retiree health or welfare benefits to any Personyears. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a HighPeak Parent Material Adverse Effect, each HighPeak Parent Plan has been administered maintained, funded and operated in accordance compliance with its terms and all applicable Laws, including ERISA and the Code. (d) Neither Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of Parent, threatened against, or with respect to, any of the Parent Plans (or the assets thereof), and there are no Proceedings by a Governmental Entity pending with respect to any of the Parent Plans (or the assets thereof). (e) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all contributions or other payments required to be made by Parent or any of its Subsidiaries with respect to each of the Parent Plans pursuant to their terms or applicable Laws have been timely made or, if not yet due, accrued in accordance with GAAP. (f) Each Parent 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 nothing has occurred that could reasonably be expected to adversely affect the qualification of any such Parent Plan. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of Parent, any of its Subsidiaries or, to the Knowledge of Parent, any other Person, has engaged in a transaction with respect to any Parent Plan in connection with which Parent, any of its Subsidiaries or any Parent Plan could, in each case, reasonably 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. (g) Except as set forth on Schedule 5.10(g) of the Parent Disclosure Letter, none of Parent, any of its Subsidiaries or any of their respective ERISA Affiliates maintains, sponsors, contributes to or has an obligation to contribute to, or otherwise has any current or contingent liability or obligation under or with respect to, and no Parent Plan is, a plan subject to Title IV of ERISA, Sections 302 or 303 of ERISA, or Sections 412 or 430 of the Code, a “multiemployer plan” (as defined in Section 3(37) of ERISA), a “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). (h) Except as set forth on Schedule 5.10(h) of the Parent Disclosure Letter or as required by applicable Law, no Parent Plan provides retiree or post-employment medical, or life insurance benefits to any Person, and neither Parent 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 Parent Material Adverse Effect, neither Parent 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 5.10(i) of the Parent Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions will, either alone or together in combination with any other transaction or another event, (i) entitle any employees of Parent 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 under any HighPeak Plan vesting, or (ii) increase the amount of compensation or benefits due to any Person such employee of Parent or result in any of its Subsidiaries, (iii) directly or indirectly cause Parent to transfer or set aside any assets to fund any material benefits under any Parent Plan, (iv) otherwise give rise to any liability under any Parent Plan or (v) limit or restrict the funding right to amend, terminate or payment transfer the assets of any compensation Parent Plan on or benefits or forgiveness of any loan or payment of any severance under any HighPeak Planfollowing the Effective Time. (ej) No amount Neither Parent nor any of its Subsidiaries has any obligation to provide, and no Parent Plan or benefit that could beother agreement provides any individual with the right to, a gross up, indemnification, reimbursement or has beenother payment for any excise or additional Taxes, received (whether in cash interest or property penalties incurred pursuant to Section 409A or Section 4999 of the vesting Code or due to the failure of property or the cancellation of indebtedness) by any “disqualified individual” within the meaning of payment to be deductible under Section 280G of the Code would reasonably be expected to be characterized as an “excess parachute payment” Code. (as defined in Section 280G(b)(1k) No Parent Plan is maintained outside the jurisdiction of the Code) as a result United States or covers any employees of Parent or any of its Subsidiaries who reside and work exclusively outside of the consummation of the Transactions. No HighPeak Plan provides for the gross-up of or reimbursement for any Taxes imposed by Sections 4999 or 409A of the Code. Notwithstanding any other provision in this Agreement, the representations and warranties in this Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect to compensation and benefit matters of the Transferred EntitiesUnited States.

Compensation Benefits. (a) Set forth on Schedule 5.10(a) of the Contributor Parent Disclosure Letter identifies each is a list, as of the date hereof, of all of the material Employee Benefit Plan Plans sponsored, maintained or contributed to by Parent or any Transferred Entity of its Subsidiaries or with respect to which the Parent or any Transferred Entity has of its Subsidiaries could reasonably be expected to have any liability, excluding any Employee Benefit Plans maintained by any professional employer organization liability (each, a “HighPeak Plan”the "Parent Plans"). Contributor has True, correct and complete copies of each of the Parent Plans and any related trust agreements, insurance contracts or other funding arrangements have been furnished or made available to the Company, with respect to each HighPeak Plan, as applicable: (i) the plan document and (ii) to the extent applicable, the summary plan descriptions and summaries of material modifications theretoCompany or its Representatives. (b) None To Parent's knowledge, each Parent Plan has been operated, funded (if applicable) and maintained in compliance with its terms and all applicable Laws, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) As of the Transferred Entities has contributed date of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Parent, threatened against, or with respect to, any of the Parent Plans, 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) All material contributions required to be made to the Parent 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 Parent's financial statements or disclosed in the notes thereto in accordance with GAAP. (f) Neither Parent nor any of its Subsidiaries contributes to or has ever had an obligation to contribute to, or had any liability with respect to (including contingent liability)and no Parent Plan is, and none of the HighPeak Plans are, (i) an Employee Benefit Plan a plan subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA) ), Section 302 of ERISA, or (ii) except as required by applicable Law, an Employee Benefit Plan that provides post-termination or retiree health or welfare benefits to any Person. (c) Except as would not have, individually or in the aggregate, a HighPeak Material Adverse Effect, each HighPeak Plan has been administered in accordance with its terms and all applicable Laws, including ERISA and Section 412 of the Code. (dg) Neither Except as contemplated by this Agreement, 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 together in combination with any other transaction or 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 transfer of any assets to fund any benefits under any Parent Plan) or vesting under any HighPeak Plan or (ii) increase the amount of compensation or benefits due to any Person or result in the funding or payment of any compensation or benefits payable to or forgiveness in respect of any loan employee, director or payment consultant or (iv) limit or restrict the right of Parent or any severance under of its Subsidiaries to merge, amend or terminate any HighPeak Parent Plan. (e) No amount or benefit that could be, or has been, received (whether in cash or property or the vesting of property or the cancellation of indebtedness) by any “disqualified individual” within the meaning of Section 280G of the Code would reasonably be expected to be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) as a result of the consummation of the Transactions. No HighPeak Plan provides for the gross-up of or reimbursement for any Taxes imposed by Sections 4999 or 409A of the Code. Notwithstanding any other provision in this Agreement, the representations and warranties in this Section 5.10 and in Section 5.11 are the only representations and warranties in this Agreement with respect to compensation and benefit matters of the Transferred Entities.