Common use of Compensation Benefits Clause in Contracts

Compensation Benefits. (a) Set forth on Schedule 5.10(a) of the Parent Disclosure Letter 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) Except as set forth on Schedule 5.10(d) of the Company Disclosure Letter, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of 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 of its Subsidiaries, or, to the knowledge of Parent, any other Person or member of the Parent’s Aggregated Group, has engaged in a transaction in connection with which Parent, its Subsidiaries or a member of the Parent’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. 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 in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no 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) Except as set forth on Schedule 5.10(h) of the Parent Disclosure Letter, 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. (i) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination with any other event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any 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 any payment from Parent or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from Parent or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither 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 the failure of any payment to be deductible under Section 280G of the Code. (k) Each Parent Benefit Plan 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 meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Parent Benefit Plan is maintained outside the jurisdiction of the United States.

Compensation Benefits. (a) Set forth on Schedule 5.10(a) of the Parent Ohm Disclosure Letter is a list, as of the date hereof, of all of the material Parent Ohm 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 Parent Ohm Benefit Plans and related trust documents and favorable determination letters, if applicable, have been furnished or made available to Parent Ohm or its Representatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Parent 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 a Parent an Ohm Benefit Plan. (c) Each Parent 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) Except as set forth on Schedule 5.10(d) of the Company Disclosure Letter, there There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of ParentOhm, threatened against, or with respect to, any of the Parent Ohm Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of the Parent Ohm Benefit Plans. (e) All material contributions required to be made by Parent Ohm or any of its Subsidiaries to the Parent 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 Parent 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, to the knowledge of Parent, and nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Parent Ohm Benefit Plan. With respect to any Parent Ohm Benefit Plan or an Employee Benefit Plan sponsored, maintained or contributed to by a member of the Parent’s Aggregated GroupPlan, none of Parent Ohm or any of its Subsidiaries, or, to the knowledge of ParentOhm, any other Person or member of the Parent’s Aggregated GroupPerson, has engaged in a transaction in connection with which Parent, Ohm or its Subsidiaries or a member of the Parent’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. Parent 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 ParentOhm, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Parent 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) Except as set forth on Schedule 5.10(h) of the Parent Disclosure Letter, other Other than continuation coverage pursuant to Section 4980B of the Code or any similar state LawLaw for which the recipient pays the full premium cost of coverage, no Parent Ohm Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person. (i) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination with any other event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any employee of Parent Ohm (an “Ohm Employee”) or any Subsidiary thereof or other current or former director, officer, employee or independent contractor under any Parent Ohm Benefit Plan, (ii) directly or indirectly cause Parent Ohm to transfer or set aside any material amount of assets to fund any material benefits under any Parent Ohm Benefit Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Parent Ohm Benefit Plan on or following the Company Merger Effective Time, or (iv) result in any payment from Parent Ohm or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company Ohm or any of its Subsidiaries that would, individually or in combination with any other such payment from Parent Ohm or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither Parent Ohm nor any Subsidiary of Parent Ohm has any obligation to provide, and no Parent Ohm Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Parent Ohm Benefit Plan or any other agreement, arrangement, or plan of Parent Ohm or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Parent 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) Set forth on Schedule 5.10(a4.10(a) of the Parent Company Disclosure Letter is a list, as of the date hereof, of all of the material Parent Company Benefit Plans. (b) True, correct and complete copies (or a written description of material terms if such plan Company Benefit Plan is not written) of each of the material Parent Company Benefit Plans (including any amendments thereto) and related trust documents 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 Company Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statements, and all material correspondence to or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to a Parent Company Benefit Plan. (c) Each Parent Company Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 5.10(d) of the Company Disclosure Letter, there There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Parentthe Company, threatened against, or with respect to, any of the Parent Company Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of the Parent Company Benefit Plans. (e) All material contributions required to be made by Parent the Company or any of its Subsidiaries to the Parent Company Benefit Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAP. (f) Each Parent Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of Parent, and nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Parent Company Benefit Plan. With respect to any Parent Company Benefit Plan or an Employee Benefit Plan sponsored, maintained or contributed to by a member of the Parent’s Aggregated GroupPlan, none of Parent Company or any of its Subsidiaries, or, to the knowledge of Parentthe Company, any other Person or member of the Parent’s Aggregated GroupPerson, has engaged in a transaction in connection with which Parent, the Company or its Subsidiaries or a member of the Parent’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. Parent The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (g) None of Parentthe Company, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Parent Company Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code. (h) Except as set forth on Schedule 5.10(h) of the Parent Disclosure Letter, other Other than continuation coverage pursuant to Section 4980B of the Code or any similar state LawLaw for which the recipient pays the full premium cost of coverage, no Parent Company Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person. (i) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination with any other event, (i) accelerate the time of payment or vesting, or materially increase the amount of (or create a new entitlement to), compensation due to any employee of Parent the Company or any Subsidiary thereof (a “Company Employee”) or other current or former director, officer, employee or independent contractor under any Parent Company Benefit Plan, (ii) directly or indirectly cause Parent the Company or any Subsidiary thereof to transfer or set aside any material amount of assets to fund any material benefits under any Parent Company Benefit Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Parent Company Benefit Plan on or following the Company Merger Effective Time, or (iv) result in any payment from Parent the Company or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from Parent the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither Parent the Company nor any Subsidiary of Parent the Company has any obligation to provide, and no Parent Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Parent Company Benefit Plan or any other agreement, arrangement, or plan of Parent the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Parent Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule in Section 5.10(a) of the Parent Disclosure Letter is a list, as of the date hereof, of all of the Employee Benefit Plans sponsored, maintained, contributed to, or required to be contributed to by Parent or any of its Subsidiaries or with respect to which Parent or any of its Subsidiaries has, or could reasonably be expected to have, any material liability (the “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 (or, in the case of any unwritten Parent Plan, a written description thereof) and any amendments thereto and, as applicable, the most current versions of any related trust documents and agreements, insurance contracts or other funding arrangements, favorable determination or opinion letters, if applicable, have been furnished or made available to Parent or its Representatives, along with and the most recent report filed on Form 5500 and summary plan description with respect to each such Parent Benefit Plan, in each case, have been furnished or made available to the Company or its Representatives. (b) Each Parent Plan required to file a Form 5500has been administered, the most recently prepared actuarial reports funded (if applicable) and financial statements, maintained in compliance with its terms and all material correspondence applicable Laws, except where the failure to so comply would not reasonably be expected to have, individually or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to aggregate, a Parent Benefit PlanMaterial Adverse Effect. (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) Except as set forth on Schedule 5.10(d) As of the Company Disclosure Letterdate of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Parent, threatened against, or with respect to, any of the Parent Benefit Plans, and there are no Proceedings by except for such pending actions, suits or claims that would not reasonably be expected to have, individually or in the aggregate, a Governmental Entity with respect to any of the Parent Benefit PlansMaterial Adverse Effect. (ed) 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 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 accrued or otherwise been adequately reserved to disclosed in the extent required by, and notes thereto in accordance with, with GAAP. (f) Each Neither 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 of its Subsidiaries, or, to the knowledge of Parent, any other Person or member of the Parent’s Aggregated Group, has engaged in a transaction in connection with which Parent, its Subsidiaries or a member of the Parent’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. 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, nor any of its Subsidiaries or any member of their respective Aggregated Groups sponsorscontributes to, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or otherwise has any current liability (actual or contingent liability or obligation under or contingent) with respect to, and no 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. (hg) Except as contemplated by this Agreement or set forth on Schedule 5.10(hin Section 5.10(g) of the Parent Disclosure Letter, 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. (i) Neither the execution and delivery of this Agreement nor and the consummation of the Transactions will, will not (either alone or in combination with any other another event), (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any 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 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, (whether ii) increase any benefits otherwise payable under any Parent Plan, (iii) to the knowledge of Parent, result in cash the acceleration of the time of payment (including the funding of a trust or property transfer of any assets to fund any benefits under any Parent Plan) or the vesting of property) or otherwise trigger any compensation or benefits payable to or in respect of any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) employee, director or consultant of the Company Parent or any of its Subsidiaries that would, individually or in combination with any other such payment from Parent (iv) limit or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither Parent nor any Subsidiary of Parent has any obligation to provide, and no Parent Benefit Plan or other agreement provides any individual with restrict the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Parent Benefit Plan or any other agreement, arrangement, or plan of Parent or any of its Subsidiaries that constitutes in to merge, amend or terminate any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunderParent Plan. (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 Parent Disclosure Letter 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 the related trust documents or other funding arrangements and the most recent favorable determination determination, advisory or opinion letters, if applicable, have been furnished or made available to Parent the Company or its Representatives, along with with, to the extent applicable, the most recent report filed on Form 5500 (with all schedules and attachments) 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, all summaries of material modifications thereto) and all material correspondence to or from any Governmental Entity received in the past last three (3) years addressing any matter involving actual or potential material liability relating to a Parent Benefit Planyears. (c) Each Parent Benefit Plan has been established, fundedadministered, administered operated, funded and maintained in compliance in all material respects with its terms and all applicable Laws, including ERISA and the Code, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) Except as set forth on Schedule 5.10(d) of the Company Disclosure Letter, there There are no actions, suits or claims Proceedings pending (other than routine claims for benefits) or, to the knowledge of Parent, threatened against, or with respect to, any of the Parent Benefit Plans, and there are no except for such Proceedings by that would not reasonably be expected to have, individually or in the aggregate, a Governmental Entity with respect to any of the Parent Benefit PlansMaterial Adverse Effect. (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, GAAPmade. (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, and nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax 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 GroupPlan, none of Parent or any of its Subsidiaries, or, to the knowledge of Parent, any other Person or member of the Parent’s Aggregated GroupPerson, has engaged in a transaction in connection with which Parent, Parent or any of its Subsidiaries or a member of the Parent’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could would be material. 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 in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Parent Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a “multiemployer plan plan” within the meaning of Section 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(h5.10(f) of the Parent Disclosure Letter, other than continuation coverage pursuant to Section Section, 4980B of the Code or any similar state LawLaw and for which the recipient pays the full cost of the premium cost of coverage, no Parent Benefit Plan provides retiree or post-employment or post-service medical, disability, or 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. (i) Neither 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 in combination with any other 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, or materially increase the amount of compensation due to any such employee of Parent or any Subsidiary thereof or other current or former director, officer, employee or independent contractor under any Parent Benefit PlanParent, (iiiii) 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, (iiiiv) otherwise give rise to any material liability under any Parent Plan or (v) 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 any payment from Parent or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from Parent or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither 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 the failure of any payment to be deductible under Section 280G of the Code. (k) Each Parent Benefit Plan 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 meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Parent Benefit Plan is maintained outside the jurisdiction of the United States or covers any employees of Parent whose services for Parent are primarily performed outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 5.10(a) of the Parent Disclosure Letter 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 or opinion letters, if applicable, have been furnished or made available to Parent the Company or its Representatives, along with the most recent report filed field 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 Planlast two years. (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, except for failures to comply with such Laws that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) Except as set forth on Schedule 5.10(d) As of the Company Disclosure Letterdate of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of 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, 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) All There are no material unfunded benefit obligations that have not been properly accrued for in Parent’s financial statements, and all material contributions required to be made or other amounts payable by Parent or any of its Subsidiaries with respect to the each Parent Benefit Plans pursuant to their terms Plan in respect of current or applicable Law prior plan years have been timely made paid or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, with GAAP. (f) Each Parent Benefit Plan that is intended to be a qualified plan under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified under Section 401(a) of the Code and, to the knowledge of Parent, nothing has occurred since such determination by the Internal Revenue Service that would reasonably be expected to adversely affect such qualification. (g) There have been no “prohibited transactions” within the qualification meaning of Section 4975 of the Code or Tax exemption Part 4 of any such Parent Benefit Plan. With respect to Subtitle B of Title I of ERISA in connection with any Parent Benefit Plan that could subject Parent or an Employee Benefit Plan sponsored, maintained any of its Subsidiaries to a material tax or contributed to by a member penalty imposed under Section 4975 of the Parent’s Aggregated GroupCode or Section 502(i) of ERISA. (h) No Parent Plan is, and none of Parent or any member of its Subsidiaries, or, to the knowledge of Parent, any other Person or member of the Parent’s Aggregated Group, has engaged in a transaction in connection with which Parent, its Subsidiaries or a member of the Parent’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. 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 in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Parent Benefit Plan is, (i) a plan that is or was subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (including ii) a “multiemployer plan 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), Section 302 of ERISA, or Section 412 of the Code. (hi) Except as set forth on Schedule 5.10(h) of the Parent Disclosure Letter, other than continuation coverage pursuant to Section 4980B of the Code or any similar state required by applicable Law, no Parent Benefit Plan provides retiree or post-employment or post-service 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. (ij) Neither 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 in combination with any other 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, or materially increase the amount of compensation due to any such employee of Parent or any Subsidiary thereof or other current or former director, officer, employee or independent contractor under any Parent Benefit PlanParent, (iiiii) 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, (iiiiv) 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 Benefit Plan on or following the Effective Time, Time or (ivvi) result in any payment from Parent or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from Parent or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in within the meaning of Section 280G(b)(1280G(b) of the Code). 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. (jk) 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 Taxestaxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (kl) Each Parent Benefit Plan 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 meaning of is subject to Section 409A of the Code has been operated administered in compliance with its terms and maintained in all material respects in the operational and documentary compliance with requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings, and proposed and final regulations) thereunder, except for failures to comply therewith that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (lm) No Parent Benefit Plan is maintained outside the jurisdiction of the United States or covers any employee of Parent or any of its Subsidiaries who resides or works outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 5.10(a4.10(a) of the Parent Company Disclosure Letter is a list, as of the date hereof, of all of the material Parent Company Benefit Plans. (b) True, correct and complete copies (or a description if such plan is not written) of each of the material Parent Company Benefit Plans and related trust documents and favorable determination letters, if applicable, have been furnished or made available to Parent or its Representatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Parent Company Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statements, and all material correspondence to or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to a Parent Company Benefit Plan. (c) Each Parent Company Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 5.10(d) of the Company Disclosure Letter, there There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Parentthe Company, threatened against, or with respect to, any of the Parent Company Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of the Parent Company Benefit Plans. (e) All material contributions required to be made by Parent the Company or any of its Subsidiaries to the Parent Company Benefit Plans pursuant to their terms or applicable Law have been timely made or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAP. (f) Each Parent Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of Parentthe Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Parent Company Benefit Plan. With respect to any Parent Company Benefit Plan or an any Employee Benefit Plan sponsored, maintained or contributed to by a member of the ParentCompany’s Aggregated Group, none of Parent the Company or any of its Subsidiaries, or, to the knowledge of Parentthe Company, any other Person or member of the ParentCompany’s Aggregated Group, has engaged in a transaction in connection with which Parentthe Company, its Subsidiaries or a member of the ParentCompany’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. Parent The Company and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (g) None of Parentthe Company, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Parent Company Benefit Plan is, a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(374001(a)(3) of ERISA), Section 302 of ERISA, or Section 412 of the Code. (h) Except as set forth on Schedule 5.10(h) of the Parent Disclosure Letter, other Other than continuation coverage pursuant to Section 4980B of the Code or any similar state Law, no Parent Company 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 the Person). (i) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination with any other event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any employee of Parent or any Subsidiary thereof Company Employee or other current or former director, officer, employee or independent contractor under any Parent Company Benefit Plan, (ii) directly or indirectly cause Parent the Company to transfer or set aside any material amount of assets to fund any material benefits under any Parent Company Benefit Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Parent Company Benefit Plan on or following the Effective Time, or (iv) result in any payment from Parent the Company or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from Parent the Company or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither Parent the Company nor any Subsidiary of Parent the Company has any obligation to provide, and no Parent Company Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Parent Company Benefit Plan or any other agreement, arrangement, or plan of Parent the Company or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Parent Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 5.10(a4.10(a) of the Parent Firefly Disclosure Letter is a list, as of the date hereof, of all of the material Parent Firefly 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 Parent Firefly Benefit Plans and related trust documents and favorable determination letters, if applicable, have been furnished or made available to Parent Ohm or its Representatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Parent Firefly 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 Firefly Benefit Plan. (c) Each Parent Firefly Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 5.10(d) of the Company Disclosure Letter, there There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of ParentFirefly, threatened against, or with respect to, any of the Parent Firefly Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of the Parent Firefly Benefit Plans. (e) All material contributions required to be made by Parent Firefly or any of its Subsidiaries to the Parent Firefly 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 Firefly 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, and nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Parent Firefly Benefit Plan. With respect to any Parent Firefly Benefit Plan or an Employee Benefit Plan sponsored, maintained or contributed to by a member of the Parent’s Aggregated GroupPlan, none of Parent Firefly or any of its Subsidiaries, or, to the knowledge of ParentFirefly, any other Person or member of the Parent’s Aggregated GroupPerson, has engaged in a transaction in connection with which Parent, Firefly or its Subsidiaries or a member of the Parent’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. Parent Firefly 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 ParentFirefly, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Parent Firefly 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) Except as set forth on Schedule 5.10(h) of the Parent Disclosure Letter, other Other than continuation coverage pursuant to Section 4980B of the Code or any similar state LawLaw for which the recipient pays the full premium cost of coverage, no Parent Firefly Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person. (i) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination with any other event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any employee of Parent Firefly or any Subsidiary thereof (a “Firefly Employee”) or other current or former director, officer, employee or independent contractor under any Parent Firefly Benefit Plan, (ii) directly or indirectly cause Parent Firefly to transfer or set aside any material amount of assets to fund any material benefits under any Parent Firefly Benefit Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Parent Firefly Benefit Plan on or following the Company Merger Effective Time, or (iv) result in any payment from Parent Firefly or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company Firefly or any of its Subsidiaries that would, individually or in combination with any other such payment from Parent Firefly or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither Parent Firefly nor any Subsidiary of Parent Firefly has any obligation to provide, and no Parent Firefly Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Parent Firefly Benefit Plan or any other agreement, arrangement, or plan of Parent Firefly or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Parent Firefly Benefit Plan is maintained outside the jurisdiction of the United States or covers any Firefly Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule in Section 5.10(a) of the Parent Disclosure Letter is a list, as of the date hereof, of all of the material Employee Benefit Plans sponsored, maintained, contributed to, or required to be contributed to by Parent or any of its Subsidiaries or with respect to which Parent or any of its Subsidiaries has, or could reasonably be expected to have, any material liability (such Employee Benefit Plans. (b) , whether or not material, the “Parent Plans”). True, correct and complete copies (or a description if such plan is not written) of each of the material Parent Benefit Plans (or, in the case of any unwritten Parent Plan, a written description thereof) and any amendments thereto and, as applicable, the most current versions of any related trust documents and agreements, insurance contracts or other funding arrangements, favorable determination or opinion letters, if applicable, have been furnished or made available to Parent or its Representatives, along with and the most recent report filed on Form 5500 and summary plan description with respect to each such Parent Benefit Plan, in each case, have been furnished or made available to the Company or its Representatives. (b) Each Parent Plan required to file a Form 5500has been administered, the most recently prepared actuarial reports funded (if applicable) and financial statements, maintained in compliance with its terms and all material correspondence to or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to a Parent Benefit Planapplicable Laws. (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) Except as set forth on Schedule 5.10(d) As of the Company Disclosure Letterdate of this Agreement, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Parent, threatened against, or with respect to, any of the Parent Benefit Plans, and there are no Proceedings by except for such pending actions, suits or claims that would not reasonably be expected to have, individually or in the aggregate, a Governmental Entity with respect to any of the Parent Benefit PlansMaterial Adverse Effect. (ed) 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 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 accrued or otherwise been adequately reserved to disclosed in the extent required by, and notes thereto in accordance with, with GAAP. (f) Each Neither 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 of its Subsidiaries, or, to the knowledge of Parent, any other Person or member of the Parent’s Aggregated Group, has engaged in a transaction in connection with which Parent, its Subsidiaries or a member of the Parent’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. 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, nor any of its Subsidiaries or any member of their respective Aggregated Groups sponsorsERISA Affiliates contributes to, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or otherwise has any current liability (actual or contingent liability or obligation under or contingent) with respect to, and no 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. (hg) Except as contemplated by this Agreement or set forth on Schedule 5.10(hin Section 5.10(g) of the Parent Disclosure Letter, 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. (i) Neither the execution and delivery of this Agreement nor and the consummation of the Transactions will, will not (either alone or in combination with any other another event), (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any 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 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, (whether ii) materially increase any benefits otherwise payable under any Parent Plan, (iii) to the knowledge of Parent, result in cash the acceleration of the time of payment (including the funding of a trust or property transfer of any assets to fund any benefits under any Parent Plan) or the vesting of property) or otherwise trigger any compensation or benefits payable to or in respect of any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) employee, director or consultant of the Company Parent or any of its Subsidiaries that would, individually or in combination with any other such payment from Parent (iv) limit or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither Parent nor any Subsidiary of Parent has any obligation to provide, and no Parent Benefit Plan or other agreement provides any individual with restrict the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Parent Benefit Plan or any other agreement, arrangement, or plan of Parent or any of its Subsidiaries that constitutes in to merge, amend or terminate any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunderParent Plan. (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 Parent Disclosure Letter is a list, as of the date hereof, of all of the material Parent Benefit Plans. (b) True, correct and complete copies (or a written description of material terms if such plan Parent Benefit Plan is not written) of each of the material Parent Benefit Plans (including any amendments thereto) and related trust documents documents, and favorable determination letters, if applicable, have been furnished or made available to Parent the Company or its Representatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each 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 ERISA, the Code and the CodeTax Act. (d) Except as set forth on Schedule 5.10(d) of the Company Disclosure Letter, there There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of 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, 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 or an Employee Benefit Plan sponsored, maintained or contributed to by a member of the Parent’s Aggregated GroupPlan, none of Parent or any of its Subsidiaries, or, to the knowledge of Parent, any other Person or member of the Parent’s Aggregated GroupPerson, has engaged in a transaction in connection with which Parent, Parent or its Subsidiaries or a member of the Parent’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. 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 in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no 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) Except None of Parent or any of its Subsidiaries sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no 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 set forth on Schedule 5.10(heach 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 Disclosure Letter, other 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, no Parent Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person. (il) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination with any other event, (i) accelerate the time of payment or vesting, or materially increase the amount of (or create a new entitlement to), compensation due to any 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 any payment from Parent or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company Parent 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 constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (jm) 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 the failure of any payment to be deductible under Section 280G of the Code. (kn) Each Parent Benefit Plan 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 meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (lo) No Parent Benefit Plan is maintained outside the jurisdiction jurisdictions of the United StatesStates and Canada or covers any Parent Employees who reside or work outside of the United States or Canada.

Compensation Benefits. (a) Set forth on Schedule 5.10(a) of the Parent Disclosure Letter 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) Except as set forth on Schedule 5.10(d) of the Company Disclosure Letter, there There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of 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 of its Subsidiaries, or, to the knowledge of Parent, any other Person or member of the Parent’s Aggregated Group, has engaged in a transaction in connection with which Parent, its Subsidiaries or a member of the Parent’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. 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 in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no 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) Except as set forth on Schedule 5.10(h) of the Parent Disclosure Letter, other 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 in combination with any other event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any 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 any payment from Parent or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from Parent or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither 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 the failure of any payment to be deductible under Section 280G of the Code. (k) Each Parent Benefit Plan 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 meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Parent Benefit Plan is maintained outside the jurisdiction of the United States.

Compensation Benefits. (a) Set forth on Schedule 5.10(a) of the Parent Disclosure Letter 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, registered (where required), funded, administered administered, invested and maintained in compliance in all material respects with all applicable Laws, including including, to the extent applicable, ERISA and the Code, and in accordance with its terms, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (db) Except as set forth on Schedule 5.10(dwould not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) of the Company Disclosure Letter, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of 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 Entity, or any other party, with respect to any of the Parent Benefit PlansPlans 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. (ec) 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. (fd) 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, 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 or an Employee Benefit Plan sponsored, maintained or contributed to by a member of the Parent’s Aggregated GroupPlan, none of Parent or any of its Subsidiaries, or, to the knowledge of Parent, any other Person or member of the Parent’s Aggregated GroupPerson, has engaged in a transaction in connection with which Parent, Parent or its Subsidiaries or a member of the Parent’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. 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. (ge) 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 in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Parent Benefit Plan is, : (i) a plan that is or was subject to Title IV of ERISA (including a multiemployer plan within the meaning of Section 3(37) of ERISA), Section 302 of ERISA, or Section 412 of the Code; (ii) a “registered pension plan” or “multi-employer pension plan” that contains a “defined benefit provision” within, in each case, the meaning of the Tax Act; or (iii) a multi-employer pension plan as such term is defined under the Pension Benefits Standards Act (Canada) or any similar plan for purposes of pension standards legislation of another Canadian jurisdiction. (hf) Except as set forth on Schedule 5.10(h) of the Parent Disclosure Letter, other Other than continuation coverage pursuant to Section 4980B of the Code or any similar state Lawother applicable Law for which the recipient pays the full premium cost of coverage, no Parent Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits coverage to any PersonPerson 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 be provided with such benefits. (ig) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination with any other event, (iA) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any employee of Parent or any Subsidiary thereof or other current or former director, officer, employee or independent contractor of Parent or any Subsidiary under any Parent Benefit Plan, (iiB) 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, (iiiC) limit or restrict the right to materially amend, terminate or transfer the assets of any Parent Benefit Plan on or following the Effective TimeDate, or (ivD) result in any payment from Parent or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company Parent 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 constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (jh) 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 the failure of any payment to be deductible under Section 280G of the Code. (ki) Each Parent Benefit Plan 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 meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Parent Benefit Plan is maintained outside the jurisdiction of the United States.

Compensation Benefits. (a) Set forth on Schedule 5.10(a) of the Parent Disclosure Letter 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 (or, in the case of any Parent Plan not in writing, a written description of the material terms thereof) and related contracts, instruments or agreements, including administrative service agreements and group insurance contracts, trust documents documents, and most recently received Internal Revenue Service favorable determination lettersletter or opinion letter, if as applicable, have been furnished or made available to Parent the Company 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 Parent Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statementsPlan, and all material correspondence to or from any Governmental Entity received in the past three (3) years addressing Entity, including with respect to any matter audit of or proceeding involving actual such plan or potential material liability relating to a Parent Benefit Planalleged noncompliance of such plan with applicable Laws. (cb) 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, 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. (dc) Except as set forth on Schedule 5.10(d) of the Company Disclosure Letter, there There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Parent, threatened Threatened against, Parent or with respect toany of its Subsidiaries, or any fiduciary of any of the Parent Benefit Plans, with respect to any Parent Plan, and there are no Proceedings by a Governmental Entity with respect to any of the Parent Benefit Plans, except for such actions, suits, claims or Proceedings that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (ed) 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 the each Parent Benefit Plans pursuant to their terms Plan in respect of current or applicable Law prior plan years have been timely made paid or accrued or otherwise been adequately reserved to the extent required by, and in accordance with, with GAAP. (f) Each ERISA Plan of Parent Benefit Plan and its Subsidiaries that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and, to the knowledge of Parent, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax tax exemption of any such Parent Benefit Plan. With respect to any ERISA Plan, neither 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 nor any of its Subsidiaries, or, to the knowledge of Parent, any other Person or member of the Parent’s Aggregated Group, Subsidiaries has engaged in a transaction in connection with which Parent, Parent or any of its Subsidiaries or a member of the Parent’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax or penalty imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. Parent and its Subsidiaries do not have any a material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Codeamount. (g) None of Parent, any of its Subsidiaries Parent or any member of their respective its Aggregated Groups sponsors, maintains, Group contributes to or has an obligation to contribute tohas, or in during the past last six (6) years has sponsoredyears, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Parent Benefit Plan is, (i) a defined benefit pension plan that is or was subject to Section 302 or Title IV of ERISA or Section 412 of the Code, (including ii) a multiemployer plan within the meaning of Section 3(37) of ERISA), (iii) a “multiple employer plan” as defined in Section 302 of ERISA, or Section 412 413(c) of the Code, or (iv) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (h) Except as set forth on Schedule 5.10(h) of the Parent Disclosure Letter, other than continuation coverage pursuant to Section 4980B of the Code or any similar state required by applicable Law, no Parent Benefit Plan provides retiree or post-employment or post-service 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. (i) Neither the execution and delivery of this Agreement nor the consummation of the Transactions willwould, either alone or in combination with any other another event, (i) entitle any Parent Employee to severance pay or benefits or to any increase in severance pay or benefits, (ii) accelerate the time of payment or vesting, or materially increase the amount of or the funding of any compensation or benefits due to any employee of such Parent or any Subsidiary thereof or other current or former director, officer, employee or independent contractor under any Parent Benefit PlanEmployee, (iiiii) 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, (iiiiv) limit or restrict the right to materially amend, terminate or transfer the assets of any Parent Benefit Plan on or following the Effective Time, Time or (ivv) result in any payment from Parent or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from Parent or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in within the meaning of Section 280G(b)(1) 280G of the Code). (j) Neither 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 the failure of any payment to be deductible under Section 280G of the Code. (k) Each Parent Benefit Plan 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 meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Parent Benefit Plan is maintained outside the jurisdiction of the United States or covers any Parent Employees who reside or work outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 5.10(a) of the Parent Disclosure Letter is a listExcept as would not reasonably be expected to have, as of the date hereof, of all of the material Parent Benefit Plans. (b) True, correct and complete copies (individually 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 aggregate, a Parent Benefit Plan. (c) Each Material Adverse Effect, each Parent Benefit Plan has been established, funded, operated and administered and maintained in compliance in all material respects with all applicable Laws, including ERISA ERISA, the Code and the CodeAffordable Care Act, and with its terms. (db) Except as set forth on Schedule 5.10(d) of would not reasonably be expected to have, individually or in the Company Disclosure Letteraggregate, 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 Parent Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of the Parent Benefit Plans. (ec) All material 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 Subsidiaries ERISA Affiliates to the Parent Benefit Plans pursuant to their terms or applicable Law have been timely made within the time periods prescribed by the terms of such plan and applicable Law or have been accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAPwith the terms of such plan and applicable Law. (fd) Each Parent Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined received a favorable determination or approval letter from the IRS with respect to such qualification, or may rely on an opinion letter issued by the Internal Revenue Service IRS with respect to be qualified under Section 401(a) of a prototype plan adopted in accordance with the Code requirements for such reliance and, to the knowledge of Parent, nothing no event or omission has occurred that would reasonably be expected cause any Parent Benefit Plan to adversely affect the lose such qualification or Tax exemption of any require corrective action to the IRS or Employee Plan Compliance Resolution System to maintain such Parent Benefit Planqualification. 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 GroupPlan, none of Parent or any of its Subsidiaries, or, to the knowledge of Parent, any other Person or member of the Parent’s Aggregated GroupPerson, has engaged in a transaction in connection with which Parent, Parent or its Subsidiaries or a member of the Parent’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. Parent and its Subsidiaries do not have any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the CodeCode which would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (ge) None Neither Parent nor any ERISA Affiliate of Parent, any of its Subsidiaries or any member of their respective Aggregated Groups Parent sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has had any current or contingent liability or obligation under or with respect to, and no Parent Benefit Plan is, is a plan that is or was (i) 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) a welfare benefit fund (as such 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. (hf) Except as set forth on Schedule 5.10(h) of the Parent Disclosure Letter, other Other than continuation coverage pursuant to Section 4980B of the Code or any similar state LawLaw (or for a limited period of time following a termination of employment pursuant to the terms of an existing employment, severance or similar agreement in effect as of the date hereof), no Parent Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person. (ig) 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 in combination with any other event, (i) accelerate result in, or cause the time of payment or accelerated vesting, payment, funding or materially delivery of, or increase the amount of compensation due or value of, any payment or benefit to any employee of Parent or any Subsidiary thereof (a “Parent Employee”) or other to any current or former director, officer, employee officer or independent contractor under other individual service provider of Parent or any Subsidiary of Parent Benefit Plan, or (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 any payment from Parent or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from Parent or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1280G(b)(2) of the Code).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 Parent or any Subsidiary of Parent (jh) Neither Parent nor any Subsidiary of Parent has any obligation to provide, and no Parent Benefit Plan or other agreement provides provides, any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (ki) Each Parent Benefit Plan 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 meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (lj) No Each Parent Non-U.S. Benefit Plan is maintained outside and related trust, if any, (i) complies with and has been administered in all material respects in accordance with (A) the jurisdiction applicable Laws of the United Statessubject 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) Set forth on Schedule 5.10(a) of the Parent Disclosure Letter is a list, as list of the date hereof, of all of the each material Parent Benefit PlansPlan. (b) True, correct and complete copies of each material Parent Plan (or or, in the case of any material Parent Plan not in writing, a description if such plan is not written) of each of the material Parent Benefit Plans terms thereof) and related trust documents and favorable determination letters, if applicable, have been furnished or made available to Parent or its Representativesthe Company, along with, as applicable, with respect to each material Parent Plan, the most recent report filed on Form 5500 and 5500, summary plan description with respect to each Parent Benefit Plan required to file a Form 5500, the most recently prepared actuarial reports and financial statementsdescription, and all material correspondence to or from (including non-routine filings made with) any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to a Parent Benefit Planyears. (c) Each Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Benefit Material Adverse Effect, each Parent Plan has been establishedmaintained, funded, administered funded and maintained operated in compliance in all material respects with its terms and all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 5.10(d) of would not reasonably be expected to have, individually or in the Company Disclosure Letteraggregate, a Parent Material Adverse Effect, there are no actions, suits or claims pending (other than routine claims for benefits) pending or, to the knowledge Knowledge of Parent, threatened against, or with respect to, any of the Parent Benefit PlansPlans (or the assets thereof), and there are no Proceedings by a Governmental Entity pending with respect to any of the Parent Benefit PlansPlans (or the assets thereof). (e) All material 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 Benefit Plans pursuant to their terms or applicable Law Laws have been timely made or or, if not yet due, accrued or otherwise been adequately reserved to the extent required by, and in accordance with, with GAAP. (f) Each 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, and nothing has occurred that would could reasonably be expected to adversely affect the qualification or Tax exemption of any such Parent Benefit Plan. With respect Except as would not reasonably be expected to any have, individually or in the aggregate, a Parent Benefit Plan or an Employee Benefit Plan sponsored, maintained or contributed to by a member of the Parent’s Aggregated GroupMaterial Adverse Effect, none of Parent or Parent, any of its Subsidiaries, Subsidiaries or, to the knowledge Knowledge of Parent, any other Person or member of the Parent’s Aggregated GroupPerson, has engaged in a transaction with respect to any Parent Plan in connection with which Parent, any of its Subsidiaries or a member of the Parent’s Aggregated Group any Parent Plan could, in each case, reasonably could be expected to be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. 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 Except as set forth on Schedule 5.10(g) of the Parent Disclosure Letter, none of Parent, any of its Subsidiaries or any member of their respective Aggregated Groups ERISA Affiliates maintains, sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or otherwise has any current or contingent liability or obligation under or with respect to, and no Parent Benefit Plan is, a plan that is or was subject to Title IV of ERISA ERISA, Sections 302 or 303 of ERISA, or Sections 412 or 430 of the Code, a “multiemployer plan” (including a multiemployer plan within the meaning of as defined in Section 3(37) of ERISA), a “multiple employer plan” (within the meaning of Section 302 210 of ERISA, ERISA or Section 412 413(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, other than continuation coverage pursuant to Section 4980B of the Code Letter or any similar state as required by applicable Law, no Parent Benefit Plan provides retiree or post-employment or post-service medical, disability, or life insurance or other welfare 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) Neither 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 in combination with any other 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, or materially increase the amount of compensation due to any such employee of Parent or any Subsidiary thereof or other current or former director, officer, employee or independent contractor under any Parent Benefit Planof its Subsidiaries, (iiiii) 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, (iiiiv) otherwise give rise to any liability under any Parent Plan or (v) 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 any payment from Parent or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from Parent or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither Parent nor any Subsidiary of Parent its Subsidiaries 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 the failure of any payment to be deductible under Section 280G of the Code. (k) Each Parent Benefit Plan 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 meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Parent Benefit Plan is maintained outside the jurisdiction of the United States or covers any employees of Parent or any of its Subsidiaries who reside and work exclusively outside of the United States.

Compensation Benefits. (a) Set forth on Schedule 5.10(a) of the Parent Disclosure Letter is a list, as of the date hereof, of all of the material Parent Benefit Plans. (b) True, correct and complete copies (or a written description of material terms if such plan Parent Benefit Plan is not written) of each of the material Parent Benefit Plans (including any amendments thereto) and related trust documents documents, and favorable determination letters, if applicable, have been furnished or made available to Parent the Company or its Representatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each 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 ERISA, the Code and the CodeTax Act. (d) Except as set forth on Schedule 5.10(d) of the Company Disclosure Letter, there There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of 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, 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 or an Employee Benefit Plan sponsored, maintained or contributed to by a member of the Parent’s Aggregated GroupPlan, none of Parent or any of its Subsidiaries, or, to the knowledge of Parent, any other Person or member of the Parent’s Aggregated GroupPerson, has engaged in a transaction in connection with which Parent, Parent or its Subsidiaries or a member of the Parent’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. 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 in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no 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) Except None of Parent or any of its Subsidiaries sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no 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 set forth on Schedule 5.10(heach 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 Disclosure Letter, other 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, no Parent Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person. (il) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination with any other event, (i) accelerate the time of payment or vesting, or materially increase the amount of (or create a new entitlement to), compensation due to any 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 any payment from Parent or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company Parent 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 constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (jm) 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 the failure of any payment to be deductible under Section 280G of the Code. (kn) Each Parent Benefit Plan 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 meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Parent Benefit Plan is maintained outside the jurisdiction of the United States.

Compensation Benefits. (a) Set forth on Schedule 5.10(a4.10(a) of the Parent Firefly Disclosure Letter is a list, as of the date hereof, of all of the material Parent Firefly 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 Parent Firefly Benefit Plans and related trust documents and favorable determination letters, if applicable, have been furnished or made available to Parent Ohm or its Representatives, along with the most recent report filed on Form 5500 and summary plan description with respect to each Parent Firefly 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 Firefly Benefit Plan. (c) Each Parent Firefly Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 5.10(d) of the Company Disclosure Letter, there There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of ParentFirefly, threatened against, or with respect to, any of the Parent Firefly Benefit Plans, and there are no Proceedings by a Governmental Entity with respect to any of the Parent Firefly Benefit Plans. (e) All material contributions required to be made by Parent Firefly or any of its Subsidiaries to the Parent Firefly 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 Firefly 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, and nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Parent Firefly Benefit Plan. With respect to any Parent Firefly Benefit Plan or an Employee Benefit Plan sponsored, maintained or contributed to by a member of the Parent’s Aggregated GroupPlan, none of Parent Firefly or any of its Subsidiaries, or, to the knowledge of ParentFirefly, any other Person or member of the Parent’s Aggregated GroupPerson, has engaged in a transaction in connection with which Parent, Firefly or its Subsidiaries or a member of the Parent’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. Parent Firefly 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 ParentFirefly, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no Parent Firefly 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) Except as set forth on Schedule 5.10(h) of the Parent Disclosure Letter, other Other than continuation coverage pursuant to Section 4980B of the Code or any similar state LawLaw for which the recipient pays the full premium cost of coverage, no Parent Firefly Benefit Plan provides retiree or post-employment or post-service medical, disability, life insurance or other welfare benefits to any Person. (i) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination with any other event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any employee of Parent Firefly or any Subsidiary thereof (a “Firefly Employee”) or other current or former director, officer, employee or independent contractor under any Parent Firefly Benefit Plan, (ii) directly or indirectly cause Parent Firefly to transfer or set aside any material amount of assets to fund any material benefits under any Parent Firefly Benefit Plan, (iii) limit or restrict the right to materially amend, terminate or transfer the assets of any Parent Firefly Benefit Plan on or following the Company Merger Effective Time, or (iv) result in any payment from Parent Firefly or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company Firefly or any of its Subsidiaries that would, individually or in combination with any other such payment from Parent Firefly or any of its Subsidiaries, reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) Neither Parent Firefly nor any Subsidiary of Parent Firefly has any obligation to provide, and no Parent Firefly Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (k) Each Parent Firefly Benefit Plan or any other agreement, arrangement, or plan of Parent Firefly or any of its Subsidiaries that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) No Parent Benefit Plan is maintained outside the jurisdiction of the United States.

Compensation Benefits. (a) Set forth on Schedule 5.10(a) 5.10 of the Parent Disclosure Letter is sets forth a listlist of each material Employee Benefit Plan sponsored, as maintained, or contributed to by Parent or any of its Subsidiaries or with respect to which Parent or any of its Subsidiaries could reasonably be expected to have any liability (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 the Company or its Representatives, along with including (i) all governing plan documents (including amendments), (ii) all trust agreement or other funding arrangements (including insurance contracts), (iii) the most recent report filed on Form 5500 and IRS determination or opinion letter, (iv) the most recent summary plan description with respect to each Parent Benefit Plan required to file a Form 5500descriptions, the most recently prepared actuarial (v) annual reports and or returns, audited or unaudited financial statements, and all material correspondence to or from any Governmental Entity received in actuarial valuations for the past most recent three (3) years addressing any matter involving actual or potential material liability relating to a Parent Benefit Planplan years, and (vi) non-discrimination testing data and reports for the two most recently completed plan years. (cb) Each Parent Benefit Plan has been established, funded, and administered and maintained in compliance in all material respects with its terms and all applicable Laws, including ERISA and the Code. (d) Except as set forth on Schedule 5.10(d) of the Company Disclosure Letter, there . There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Parent, threatened against, or with respect to, any of the Parent Benefit 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 there are 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 Proceedings by a Governmental Entity 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 past 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 respect to any the continuation coverage requirements of Section 1001 of COBRA, and ERISA Sections 601 through 608. (d) Except as otherwise provided for in this Agreement or as set forth in Schedule 5.10(d) of the Parent Benefit Plans. Disclosure Letter, neither the execution of this Agreement, shareholder approval of this Agreement, or consummation of the transactions contemplated by this Agreement (eindividually or in conjunction with any other event) All material contributions required will (i) entitle any current or former service provider to be made by Parent or any of its Subsidiaries to the Parent Benefit Plans pursuant retention or other bonuses, parachute payments, non-competition payments, or any other payment, (ii) entitle any current or former service provider 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 of its SubsidiariesSubsidiaries to unemployment compensation, orseverance pay, to the knowledge or any increase in severance pay upon any termination of Parentemployment, (iii) result in any other Person breach or member of the Parent’s Aggregated Groupviolation of, has engaged in a transaction in connection with which Parent, its Subsidiaries or a member of the Parent’s Aggregated Group reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. 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 Parentdefault under, any of its Subsidiaries or any member of their respective Aggregated Groups sponsors, maintains, contributes to or has an obligation to contribute to, or in the past six (6) years has sponsored, maintained, contributed to or had an obligation to contribute to, or has any current or contingent liability or obligation under or with respect to, and no 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) Except as set forth on Schedule 5.10(h) of the Parent Disclosure Letter, 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. (i) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will, alone or in combination with any other eventPlans, (iiv) accelerate the time of payment or vesting, vesting or materially trigger any payment or funding (through a grantor trust or otherwise) of compensation of benefits under or increase the amount of compensation due to any 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 individual service provider 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 any payment from Parent or any of its Subsidiaries (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations § 1.280G-1) of the Company or any of its Subsidiaries that would, individually or in combination with any other such payment from Parent or any of its Subsidiaries, reasonably be expected (v) give rise to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (j) 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 the failure of any payment to or benefit that would not be deductible under in whole or in part by reason of Section 280G of the Code. (k) Each Parent Benefit Plan or any other agreement, arrangement, or plan (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 merge, amend, or terminate any of the Parent Plans. (e) Each Parent Plan that constitutes in any part is a nonqualified non-qualified deferred compensation plan or arrangement within the meaning of Section 409A of the Code has been operated Code, and maintained any underlying award, is in compliance in all material respects in operational and documentary compliance with Section 409A of the Code, and no payment or award that has been made to any participant under a Parent Plan is subject to the interest and penalties specified in Section 409A(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 applicable guidance thereunder(y) has been required to report to any Governmental Entity any correction or taxes due as a result of a failure to comply with Section 409A of the Code. (lf) No Parent Benefit Plan is maintained outside provides for the jurisdiction gross-up or reimbursement of any Taxes imposed by Section 4999 of the United StatesCode or otherwise, and neither Parent, nor any of its Subsidiaries has any obligation to reimburse or indemnify any party for such Taxes.