Common use of Employee and Labor Matters; Benefit Plans Clause in Contracts

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a) of the Parent Disclosure Schedule, the employment of each of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Entities is a party to, or has a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parent, seeking to represent any employees of any of the Parent Entities. (b) There is no claim or grievance pending or, to the Knowledge of Parent, threatened relating to any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaints. (c) Parent has delivered or made available to the Company an accurate and complete list, by country and as of the date hereof, of: (i) each Parent Employee Plan; (ii) each Parent Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Entity. (d) Each of the Parent Entities and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Employee Plan. (e) None of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (h) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a2.15(a) of the Parent Company Disclosure Schedule, the employment of each of the Parent Company Entities’ employees is terminable by the applicable Parent Company Entity at will. None of the Parent Company Entities is a party to, or has a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parentthe Company, seeking to represent any employees of any of the Parent Company Entities. (b) There is no claim or grievance pending or, to the Knowledge of Parentthe Company, threatened relating to any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Company Associate, including charges of unfair labor practices or harassment complaints. (c) Parent The Company has delivered or made available to the Company Parent an accurate and complete list, by country and list as of the date hereof, of: (i) each Parent Company Employee Plan; (ii) each Parent Company Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Company Entity. (d) Each of the Parent Company Entities and Parent Company Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Company Employee Plan, and each Parent Company Employee Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Company Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Company Employee Plan. (e) None of the Parent Company Entities, and no Parent Company Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Company Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Company Entities, and no Parent Company Affiliate, maintains, sponsors or contributes to any Parent Company Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Company Employee Plan, Parent Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Company Associate. (g) Except as set forth in Part 3.15(g2.15(g) of the Parent Company Disclosure Schedule, each of the Parent Company Entities and Parent Company Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Company Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Company Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (h) There is no agreement, plan, arrangement or other Contract covering any Parent Company Associate, and no payments have been made to any Parent Company Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Company Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(aon Section 5.18(a) of the Parent Check-Cap Disclosure Schedule, the employment of each of the Parent Entities’ Check-Cap’s and its Subsidiary’s employees is terminable by Check-Cap or the applicable Parent Entity Subsidiary at willwill or upon notice of no more than ninety (90) days. None Check-Cap has made available to Keystone accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other written materials relating to the employment of Check-Cap Associates to the extent currently effective and material, including a copy of the Parent Entities form of employment agreement used. (b) Neither Check-Cap nor its Subsidiary is a party to, bound by, or has a duty to bargain forunder, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees employees, and there are no labor organizations or works councils representing, purporting to represent representing or, to the Knowledge of ParentCheck-Cap, purporting to represent or seeking to represent any employees of any of the Parent EntitiesCheck-Cap or its Subsidiary. (bc) There Section 5.18(c) of the Check-Cap Disclosure Schedule lists all material Check-Cap Employee Plans. (d) Each Check-Cap Employee Plan that is intended to qualify under Section 401(a) of the Code is subject to a favorable determination or approval letter from the IRS upon which Check-Cap and its Subsidiary are entitled to rely with respect to such qualified status. To the Knowledge of Check-Cap, no claim event or grievance omission has occurred that would cause any Check-Cap Employee Plan to lose such qualification or require corrective action to maintain such qualification. (e) Each Check-Cap Employee Plan has been established, operated and administered in compliance, in all material respects, with its terms and all applicable Law, including the Code, ERISA, and the Affordable Care Act. No Check-Cap Employee Plan is, or within the past six (6) years has been, the subject of an application or filing under a government sponsored amnesty, voluntary compliance, or similar program, or been the subject of any self-correction under any such program. No Legal Proceeding (other than those relating to routine claims for benefits) is pending or, to the Knowledge of ParentCheck-Cap, threatened relating with respect to any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute Check-Cap Employee Plan. All payments and/or contributions required to have been made with respect to all Check-Cap Employee Plans either have been made or regulation, work rule (together have been accrued in accordance with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaints. (c) Parent has delivered or made available to the Company an accurate and complete list, by country and as terms of the date hereof, of: (i) each Parent applicable Check-Cap Employee Plan; (ii) each Parent Plan and applicable Law. Check-Cap Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Entity. (d) Each of the Parent Entities and Parent Affiliates has performed Plans satisfy in all material respects all obligations the minimum coverage, affordability and non-discrimination requirements under the Code. (f) No Check-Cap Employee Plan is or was, and neither Check-Cap nor any of its ERISA Affiliates has maintained, contributed to, or been required to be performed contribute to or had any liability or obligation (including on account of any ERISA Affiliate and whether contingent or otherwise) in the past six (6) years with respect to (i) any employee benefit plan that is or was subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) any Multiemployer Plan, (iii) any funded welfare benefit plan within the meaning of Section 419 of the Code, (iv) any Multiple Employer Plan, or (v) any Multiple Employer Welfare Arrangement. Neither Check-Cap nor any of its ERISA Affiliates has ever incurred any liability under Title IV of ERISA that has not been paid in full. (g) No Check-Cap Employee Plan provides, nor does Check-Cap or its Subsidiary have any obligation to provide any, health, death or any other non-pension benefits to any service provider beyond termination of service (other than as required by it under each Parent Part 6 of Subtitle B of Title I of ERISA or similar state Law or continuation coverage through the end of the month in which such termination occurs). No Check-Cap Employee Plan provides major medical health, dental, vision, life or long-term disability benefits that are not fully insured through an insurance contract. (h) No non-exempt “prohibited transaction” (within the meaning of Section 406 of ERISA and Section 4975 of the Code) for any Check-Cap Employee Plan, and each Parent no reportable event, as defined in ERISA, has occurred in connection with the Check-Cap Employee Plan that, individually or in the aggregate, would result in material liability to Check-Cap or its Subsidiary. Neither Check-Cap, its Subsidiary nor any employee thereof, nor, to the Knowledge of Check-Cap, any trustee, administrator, other fiduciary or any other “party in interest” or “disqualified person” with respect to the Check-Cap Employee Plan, has engaged in a prohibited transaction which could result in a material Tax or penalty on Check-Cap or its Subsidiary under Section 4975 of the Code or Section 502(i) of ERISA. (i) Check-Cap and each ERISA Affiliate has complied in all material respects with (i) the notice and continuation coverage requirements, and all other requirements, of Section 4980B of the Code and Parts 6 and 7 of Title I of ERISA, and the regulations thereunder, and (ii) the affordability and minimum essential coverage requirements, and all other requirements, of the Affordable Care Act, in each case, with respect to each Check-Cap Employee Plan that is a group health plan. (j) No Check-Cap Employee Plan is subject to any Law of a foreign jurisdiction outside of the United States and Israel. (k) Each Check-Cap Employee Plan that constitutes in any part a “nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of the Code and the guidance thereunder) has been established operated and maintained in all material respects in accordance operational and documentary compliance with its terms the requirements of Section 409A of the Code and the applicable Legal Requirementsguidance thereunder. Each Parent No payment to be made under any Check-Cap Employee Plan intended is, or to the Knowledge of Check-Cap, will be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected subject to result in the disqualification penalties of any such Parent Employee PlanSection 409A(a)(1) of the Code. (el) None Any transfer of property by Check-Cap or its Subsidiary which was subject to a substantial risk of forfeiture and which would otherwise have been subject to taxation under Section 83(a) of the Parent Entities, Code is covered by a valid and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (itimely filed election under Section 83(b) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes a copy of such election has been provided to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insuredKeystone. (fm) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee PlanCheck-Cap and its Subsidiary are in material compliance with all applicable Laws, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities rules and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours or other labor related matters; of work, and in each case, with respect to the employees of Check-Cap: (iii) has withheld and reported all material amounts required by applicable Legal Requirements Law or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; employees, (ii) is not liable for any material arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing and (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body Authority, with respect to unemployment compensation benefits, social security, social charges security or other benefits or obligations for Parent Associates employees (other than routine payments to be made in the normal course Ordinary Course of business Business). Except as set forth on Section 5.18(m) of the Check-Cap Disclosure Schedule, there are no material actions, suits, claims, administrative matters or other Legal Proceedings pending or, to the Knowledge of Check-Cap, threatened against Check-Cap relating to any employee, employment Contract, Check-Cap Employee Plan (other than routine claims for benefits), privacy right, labor dispute, wages and consistent hours, overtime and overtime payment, working during rest days, leave of absence, harassment, retaliation, employment statute or regulation, engaging employees through service providers in accordance with past practice)the Israeli Law for Strengthening the Enforcement of Labor Laws-2011, collective bargaining, civil rights, fringe benefits, employment practices and the collection, payment of withholding or social security taxes and any similar tax, safety, health or discrimination matter involving any Check-Cap Associate or former employee, independent contractor, officer or director of Check-Cap its Subsidiary, including charges of unfair labor practices or discrimination complaints. (hn) There is no agreement, plan, arrangement or other Contract covering Neither Check-Cap nor its Subsidiary has any Parent Associate, and no payments have been made material liability with respect to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” misclassification within the meaning past three (3) years of: (i) any Person as an independent contractor rather than as an employee, (ii) any employee leased from another employer or (iii) any employee currently or formerly classified as exempt from overtime wages. (o) Since July 1, 2021, there has not been, nor, to the Knowledge of Section 280G(b)(2) Check-Cap, has there been any threat of, any strike, slowdown, work stoppage, lockout, job action, union organizing activity, question concerning representation or any similar activity or dispute, affecting Check-Cap or its Subsidiary. No event has occurred that to the Knowledge of the Code Check-Cap or its Subsidiary, would be likely to give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (such strike, slowdown, work stoppage, lockout, job action, union organizing activity, question concerning representation or any comparable provision under state similar activity or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Codedispute.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a) of the Parent Disclosure Schedule, the employment of each of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None none of the Parent Entities is a party to, or has a legally imposed duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parent, purporting or seeking to represent any employees of any of the Parent Entities. (b) . Parent has Made Available to the Company accurate and complete copies of any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees. Since July 31, 2017, there has not been any strike, material slowdown, work stoppage, lockout, job action, picketing, labor dispute, question concerning representation, union organizing activity, or any threat thereof, or any similar activity or dispute, affecting any of the Parent Entities or any of their employees. There is not now pending, and, to the Knowledge of the Parent, no Person has threatened to commence, any such strike, material slowdown, work stoppage, lockout, job action, picketing, labor dispute, question regarding representation or union organizing activity or any similar activity or dispute. There is no claim or grievance pending or, to the Knowledge of the Parent, threatened relating to any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaintscomplaints that would, individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect. (c) Parent has delivered or made available to the Company an accurate and complete list, by country and as of the date hereof, of: (i) each Parent Employee Plan; (ii) each Parent Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Entity. (db) Each of the Parent Entities and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee PlanAffiliates, and each Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could except as would not reasonably be expected to result in the disqualification of any such have, a Parent Employee Plan. (e) None of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to anyMaterial Adverse Effect: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iiiii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of to the foregoing; and (iviii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice). Each of the Parent Entities and Parent Affiliates is, and since July 31, 2017 has been, in compliance in all material respects with (A) the terms of the collective bargaining agreements and other Contracts with each labor organization listed on Part 3.15(a) of the Parent Disclosure Schedule, and all applicable Legal Requirements pertaining to employment and employment practices, including all Legal Requirements relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, unemployment insurance and employee classification; and (B) any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters. (c) Part 3.15(c) of the Parent Disclosure Schedule contains an accurate and complete list, as of the date hereof, of each material Parent Employee Plan and each Parent Employee Agreement with an Executive Officer or key employee holding a Designated Position of any Parent Entity. None of the Parent Entities or Parent Affiliates intends, and none of the Parent Entities or Parent Affiliates has committed, to establish or enter into any new Parent Employee Plan or Parent Employee Agreement with any Executive Officer, or to modify any Parent Employee Plan or Parent Employee Agreement with any Executive Officer (except to conform any such Parent Employee Plan or such Parent Employee Agreement to the requirements of any applicable Legal Requirements or as required by this Agreement). (d) Parent has Made Available to the Company accurate and complete copies of, to the extent applicable: (i) all documents setting forth the terms of each Parent Employee Plan and each Parent Employee Agreement listed in Part 3.15(c) of the Parent Disclosure Schedule, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form 5500 series and all schedules and financial statements attached thereto), if any, required under applicable Legal Requirements in connection with each Parent Employee Plan; (iii) if the Parent Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Parent Employee Plan assets, if any; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA or any similar Legal Requirement with respect to each Parent Employee Plan; (v) all discrimination tests required under the Code for each Parent Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; (vi) the most recent IRS determination, opinion or advisory letter issued with respect to each Parent Employee Plan intended to be qualified under Section 401(a) of the Code; and (vii) any non-routine communications with any Governmental Body regarding a Parent Employee Plan or Parent Employee Agreement during the past three years. (e) Each of the Parent Entities and Parent Affiliates has performed, in all material respects, all obligations required to be performed by it under each Parent Employee Plan, and each Parent Employee Plan has been established, maintained, administered and funded in all material respects both in accordance with its terms and in compliance with all applicable Legal Requirements. Any Parent Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter as to its qualified status under the Code or is a prototype or volume submitter plan entitled, under applicable IRS guidance, to rely on the favorable opinion or advisory letter issued to the sponsor of such prototype or volume submitter plan. To the Knowledge of Parent, no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Employee Plan. Since July 31, 2017, no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt, has occurred with respect to any Parent Employee Plan. Each Parent Employee Plan (other than any Parent Employee Plan to be terminated prior to the First Merger Effective Time in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without material liability to Parent, any of the Parent Entities or any Parent Affiliate (other than any liability for ordinary administration expenses and benefits accrued as of the date of amendment, termination or discontinuance). There are no audits or inquiries pending or, to the Knowledge of Parent, threatened by the IRS, the DOL or any other Governmental Body with respect to any Parent Employee Plan. None of the Parent Entities, and no Parent Affiliate is subject to: (i) any material penalty or Tax with respect to any Parent Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code; or (ii) any material penalty or Tax under applicable Legal Requirements with respect to any Parent Employee Plan or Parent Employee Agreement. Neither the terms nor the performance of any Parent Employee Agreement or Parent Employee Plan could reasonably be expected to result in gross income inclusion after the First Merger Effective Time pursuant to Section 409A(a)(1)(A) of the Code. (f) Except as set forth in Part 3.15(f) of the Parent Disclosure Schedule, none of the Parent Entities, and no Parent Affiliate, has since July 31, 2017 maintained, established, sponsored, participated in or contributed to, or may otherwise be expected to incur or become subject to any liability or obligation to any: (i) employee benefit plan that is (or was) subject to Section 302 or Title IV of ERISA or Section 412 of the Code; (ii) “multiemployer plan” within the meaning of Section 3(37) or 4001(a)(3) of ERISA; or (iii) plan described in Section 413(c) of the Code. No Parent Employee Plan is or has been funded by, associated with or related to a “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code. None of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to, any Parent Pension Plan in which stock of any of the Parent Entities or any Parent Affiliate is or was held as a plan asset. There are no material liabilities of the Parent Entities with respect to any Parent Employee Plan that are not properly accrued and reflected in the financial statements of Parent in accordance with GAAP. (g) No Parent Employee Plan or Parent Employee Agreement provides (except at no cost to the Parent Entities or any Parent Affiliate), or reflects or represents any material liability of any of the Parent Entities or any Parent Affiliate to provide, post-termination or retiree life insurance, post-termination or retiree health benefits or other post-termination or retiree employee welfare benefits to any Person for any reason, except: (i) as may be required by COBRA or other applicable Legal Requirements; (ii) benefits through the end of the month of termination of employment; (iii) death benefits attributable to deaths occurring at or prior to termination of employment; (iv) disability benefits attributable to disabilities occurring at or prior to termination of employment; and (v) conversion rights. (h) There Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or in combination with a termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust, loan or otherwise that will or may result in (either alone or in combination with a termination of employment) any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, material increase in benefits or obligation to fund benefits with respect to any Parent Associate. (i) None of the Parent Entities or Parent Affiliates is no a party to any agreement, plan, arrangement or other Contract covering any Parent Associate, and no or has made or is required to make any payments have been made to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a an “excess parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes taxes payable pursuant to Section 4999 of the Code or for additional Taxes taxes payable pursuant to Section 409A of the Code. (j) Since July 31, 2017, none of the Parent Entities has effectuated a “plant closing,” partial “plant closing,” “relocation,” “mass layoff” or “termination” (as defined in the WARN Act), or comparable events under any similar Legal Requirement, affecting any site of employment or one or more facilities or operating units within any site of employment or facility of any of the Parent Entities that would reasonably be expected to result in any consequences for any Parent Entity under the WARN Act, except for consequences that either individually or in the aggregate would reasonably be expect not to cause a Parent Material Adverse Effect.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a) of To the Parent Disclosure ScheduleCompany’s Knowledge, the employment of each of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Entities no Company Employee is a party toto or is bound by any noncompetition agreement that may have a material effect on the business or operations of the Company or any Company Subsidiary. (b) As of the Agreement Date, or has neither the Company nor any Company Subsidiary is a duty party to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and Company Employee, there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of ParentCompany’s Knowledge, seeking to represent any employees of Company Employee, and, to the Company’s Knowledge, there has been no such activity any time within the prior three (3) years. As of the Parent Entities. Agreement Date, there is not pending, and, to the Company’s Knowledge, no union has threatened in writing to commence, any strike, slowdown, work stoppage, lockout, job action or picketing, and there has been no strike, slowdown, work stoppage, lockout, job action, or picketing any time within the prior three (b3) years. The Company and Company Subsidiaries are in material compliance with all Laws relating to the employment of labor, including those relating to wages, hours, collective bargaining, and the payment and withholding of Taxes. There is no claim charge of discrimination in employment or grievance employment practices which has been asserted within the prior three (3) years or is now pending or, to before the Knowledge of Parent, threatened relating to United States Equal Employment Opportunity Commission or any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaintsother Governmental Body. (c) Parent has delivered or made available to Part 3.15(c) of the Company Disclosure Schedule contains an accurate and complete list, by country list of each Company Employee Plan and Company Employee Agreement as of the date hereof, of: (i) each Parent Employee Plan; (ii) each Parent Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent EntityAgreement Date. (d) Each The Company has made available to Parent accurate and complete copies, as of the Parent Entities Agreement Date, of each Company Employee Agreement and Parent Affiliates has performed in all each material respects all obligations required to be performed by it under each Parent Company Employee Plan, including all amendments thereto and all related trust or other funding documents, and the most recent tax filing with respect to each Parent Company Employee Plan, to the extent applicable. Each Company Employee Agreement and Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and all applicable Legal Requirements. Each Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualifiedLaws, and no event has occurred and no circumstance or condition exists that could except as would not reasonably be expected to result in a Company Material Adverse Effect. No action is pending or, to the disqualification of Company’s Knowledge, threatened with respect to any such Parent Company Employee Plan, other than for claims for benefits in the ordinary course. (e) None of Neither the Parent Entities, and no Parent Affiliate, Company nor any current or former ERISA Affiliate has ever within the prior six (6) years maintained, established, sponsored, participated in or contributed to any: any employee benefit plan that is a multiemployer plan (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(373(37) or 4001(a)(3) of ERISA; ) (a “Multiemployer Plan”) or for which the Company or any Company Subsidiary could incur liability under Section 4063 or 4064 of ERISA (iii) plan described in Section 413 of the Codea “Multiple Employer Plan”). None of the Parent EntitiesCompany Employee Plans provides for or promises medical, and no Parent Affiliatedental, maintainsdisability, sponsors hospitalization, life or contributes to any Parent Employee Plan that is an employee welfare benefit plan similar benefits (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded whether insured or self-insured) to any current or former service provider following termination of employment or service with the Company and Company Subsidiaries (other than coverage mandated by applicable Law). (f) Neither Except as set forth in Part 3.15(f) of the Disclosure Schedule or as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the Contemplated Transactions Offer or the Merger will or could would reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Company Employee Plan, Parent Plan or Company Employee Agreement, trust or loan Agreement that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except Company Employee, except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts may be required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable Law. None of the foregoing; Company Employee Plans and Company Employee Agreements in effect immediately prior to the Closing would result separately or in the aggregate (ivincluding, without limitation, as a result of this Agreement or the transactions contemplated hereby) is not liable for any in the payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (h) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “excess parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A 280G of the Code. (g) Part 3.15(g) of the Disclosure Schedule sets forth all PCFV Agreements.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a) of the Parent Disclosure Schedule, the employment of each of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Entities is not a party toto or bound by, and never has been a party to or has a duty to bargain forbound by, any union contract, collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parent, seeking to represent any employees of any of the Parent Entitiessimilar Contract. (b) Parent is not, nor ever has been, engaged in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting Parent or any of its employees. There is not now pending, and no claim Person has threatened to commence, any such slowdown, work stoppage, labor dispute or grievance union organizing activity or any similar activity or dispute. No event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the Knowledge knowledge of Parent, threatened or reasonably anticipated relating to any employment Contractlabor, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration safety or discrimination matters involving any Parent Associateemployee of Parent, including charges of unfair labor practices or harassment discrimination complaints. (c) Parent does not intend, nor has delivered it agreed or committed, to (i) establish or enter into any new Parent Employee Plan or Parent Employee Agreement, or (ii) modify or terminate any Parent Employee Plan or Parent Employee Agreement (except to conform any such Parent Employee Plan or Parent Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to the Company in writing). (d) Parent has made available to the Company an accurate and complete list, by country and as of the date hereof, copies of: (i) all documents embodying or setting forth the terms of each Parent Employee Plan and each Parent Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA, the Code or any other applicable Legal Requirement in connection with each Parent Employee Plan; (iiiii) for each Parent Employee AgreementPlan that is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Parent Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Parent Employee Plan; (v) all material written Contracts relating to each Parent Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Parent Associate relating to any Parent Employee Plan and any proposed Parent Employee Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to Parent or any Parent Affiliate; (vii) all correspondence to or from any Governmental Body relating to any Parent Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies pertaining to fiduciary liability insurance covering the fiduciaries for each Parent Employee Plan; (x) all non-discrimination test reports and summaries for each Parent Employee Plan for the three most recent plan years; and (iiixi) all work rules (together the most recent IRS determination or opinion letter issued with all policies and supplements related theretorespect to each Parent Employee Plan intended to be qualified under Section 401(a) and employee manuals and handbooks relating to employees of any Parent Entitythe Code. (de) Each of the Parent Entities and each Parent Affiliates has Affiliate have performed in all material respects all obligations required to be performed by it them under each Parent Employee PlanPlan and Parent Employee Agreement. Neither Parent nor any Parent Affiliate is in default or violation of, and each Parent has no knowledge of any default or violation by any other party to, the terms of any Parent Employee Plan or Parent Employee Agreement. Each Parent Employee Plan and Parent Employee Agreement has been established and maintained in all material respects substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Each Any Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code and incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and all subsequent legislation. For each Parent Employee Plan that is so Tax qualifiedintended to be qualified under Section 401(a) of the Code, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect its tax-qualified status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and no event 407 of ERISA, that is not otherwise exempt under Section 408 of ERISA, has occurred and no circumstance or condition exists that could reasonably be expected with respect to result in the disqualification of any such Parent Employee Plan. There are no claims or Legal Proceedings pending, or, to the knowledge of Parent, threatened or reasonably anticipated (other than routine claims for benefits), against any Parent Employee Plan or against the assets of any Parent Employee Plan. Each Parent Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Company, Parent or any Parent Affiliate (other than ordinary administration expenses), subject to applicable Legal Requirements. There are no audits, inquiries or Legal Proceedings pending or, to the knowledge of Parent, threatened by the IRS, the DOL, or any other Governmental Body with respect to any Parent Employee Plan or Parent Employee Agreement. Neither Parent nor any Parent Affiliate has ever incurred any penalty or tax with respect to any Parent Employee Plan under Section 502(i) of ERISA, under Sections 4975 through 4980 of the Code or under any other applicable Legal Requirement. Parent and each Parent Affiliate have timely made all contributions and other payments required by and due under the terms of each Parent Employee Plan and Parent Employee Agreement. (ef) None Each Contract to which Parent is a party or is otherwise bound with any individual or entity that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code has been operated since January 1, 2005 in good faith compliance with Section 409A of the Code. No stock right (as defined in U.S. Treasury Department regulation 1.409A-1(l)) has been granted to any Parent Associate that (i) has an exercise price that has been or may be less than the fair market value of the underlying equity as of the date such option or right was granted, as determined by the board of directors of Parent in good faith, (ii) has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option or rights, or (iii) has been granted after December 31, 2004, with respect to any class of stock that is not “service recipient stock” (within the meaning of applicable regulations under Section 409A of the Code). No compensation payable by Parent or any of the Parent Entities, and no Affiliates shall be or has been reportable as nonqualified deferred compensation in the gross income of any individual or entity as a result of the operation of Section 409A of the Code. (g) Neither Parent Affiliate, nor any Parent Affiliate has ever maintained, established, sponsored, participated in in, or contributed to any: (i) Parent Pension Plan Plan, including but not limited to, a plan which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISAERISA or Section 412 of the Code; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) Parent Pension Plan in which stock of Parent or any Parent Affiliate is or was held as a plan asset, (iv) multiple employer plan or to any plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors ; or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1vi) of ERISA) and that is, in whole or in part, self-funded insured plan that provides benefits to employees (including any such plan pursuant to which a stop-loss policy or self-insuredcontract applies). (fh) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in connection with any other event, including any termination of employment or service) will (i) result in any payment (including severance, golden parachute, bonus or otherwise), becoming due to any Parent Associate under any Parent Employee Plan or Parent Employee Agreement, (ii) result in any forgiveness of indebtedness, (iii) materially increase any benefits otherwise payable by Parent under any Parent Employee Plan or Parent Employee Agreement, (iv) result in the acceleration of the time of payment or vesting of any such benefits except as required under Section 411(d)(3) of the Code or (v) be reasonably likely to result in any payment to any Parent Associate being non-deductible by virtue of Section 280G or Section 4999 of the Code. No Parent Employee Plan or Parent Employee Agreement gives rise to any potential “excess parachute payments” (within the meaning of Section 280G of the Code) payable Parent in connection with the transactions contemplated by this Agreement, either as a result of the transactions contemplated by this Agreement or in conjunction with any other event. (i) No Parent Employee Plan provides (except at no cost to Parent or any Parent Affiliate), or reflects or represents any liability of any of Parent or any Parent Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to Parent or any Parent Affiliate, neither Parent nor any Parent Affiliate, has ever represented, promised or contracted (whether in oral or written form) to any Parent Employee (either individually or to Parent Employees as a group) or any other Person that any such Parent Employee or other Person would be provided with retiree life insurance, retiree health benefits or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (j) Except as expressly required or provided by this Agreement, neither the execution or delivery of this Agreement nor the consummation of any of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employmentany additional or subsequent events) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), accelerationacceleration of any right, obligation or benefit, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent AssociateEmployee. (gk) Except as set forth in Part 3.15(g) of the Neither Parent Disclosure Schedule, each of the nor any Parent Entities and Parent AffiliatesAffiliate: (i) is, and at all times has been, in compliance in all material respects violated or otherwise failed to comply with any Order or arbitration award of any court, arbitrator or any Governmental Body Legal Requirement respecting employment, employment practices, terms and conditions of employmentemployment or wages and hours, wagesincluding the health care continuation requirements of COBRA, hours or other labor related mattersthe requirements of FMLA, the requirements of HIPAA and the provisions of any similar Legal Requirement; (ii) has withheld and reported all failed to withhold or report any amounts required by applicable Legal Requirements or by Contract to be withheld and or reported with respect to wages, salaries and other payments to Parent AssociatesEmployees; (iii) is not liable for any arrears of wages or any Taxes with respect thereto taxes or any interest or penalty for failure to comply with the Legal Requirements applicable to any of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges security or other benefits or obligations for Parent Associates Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the knowledge of Parent, threatened or reasonably anticipated claims or Legal Proceedings against Parent or any Parent Affiliate under any worker’s compensation policy or long-term disability policy. (hl) There is To the knowledge of Parent, no agreementstockholder of Parent, plan, arrangement or other Contract covering any and no current Parent Associate, and no payments have been made is obligated under any Contract or subject to any Order that would interfere with such Person’s efforts to promote the interests of Parent Associateor that would interfere with the businesses of Parent or any Parent Affiliate. Neither the execution nor the delivery of this Agreement, that, nor the carrying on of the business of Parent or any Parent Affiliate as presently conducted nor any activity of such stockholder or current Parent Associate in connection with the Merger, considered individually carrying on of the business of Parent or considered collectively with any other such Contracts or payments, Parent Affiliate as presently conducted will, or could reasonably be expected toto the knowledge of Parent, be characterized as conflict with, result in a “parachute payment” within the meaning of Section 280G(b)(2) breach of the Code terms, conditions or give rise directly provisions of, or indirectly to the payment constitute a default under, any Contract under which any of any amount that would not be deductible pursuant to Section 162(m) of the Code (such stockholders or any comparable provision under state or foreign Tax laws). No current Parent Entity is a party to or Associate has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code rights or for additional Taxes payable pursuant to Section 409A of the Codeobligations.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(aon Section 4.18(a) of the Parent Keystone Disclosure Schedule, the employment of each of the Parent EntitiesKeystone’s and any of its Subsidiaries’ employees is terminable by Keystone or the applicable Parent Entity Subsidiary at willwill or upon notice of no more than ninety (90) days. None Keystone has made available to Check-Cap accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other written materials relating to the employment of Keystone Associates to the extent currently effective and material, including a copy of the Parent Entities form of employment agreement used. (b) Neither Keystone nor any of its Subsidiaries is a party to, bound by, or has a duty to bargain forunder, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees employees, and there are no labor organizations or works councils representing, purporting to represent representing or, to the Knowledge of ParentKeystone, purporting to represent or seeking to represent any employees of any of the Parent EntitiesKeystone or its Subsidiaries. (bc) There Section 4.18(c) of the Keystone Disclosure Schedule lists all Keystone Employee Plans. (d) Each Keystone Employee Plan that is intended to qualify under Section 401(a) of the Code is subject to a favorable determination or approval letter from the IRS upon which Keystone and its Subsidiaries are entitled to rely with respect to such qualified status. To the Knowledge of Keystone, no claim event or grievance omission has occurred that would cause any Keystone Employee Plan to lose such qualification or require corrective action to maintain such qualification. (e) Each Keystone Employee Plan has been established, operated and administered in compliance, in all material respects, with its terms and all applicable Law, including the Code, ERISA, and the Affordable Care Act. No Keystone Employee Plan is, or within the past six years has been, the subject of an application or filing under a government sponsored amnesty, voluntary compliance, or similar program, or been the subject of any self-correction under any such program. No Legal Proceeding (other than those relating to routine claims for benefits) is pending or, to the Knowledge of ParentKeystone, threatened relating with respect to any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute Keystone Employee Plan. All payments and/or contributions required to have been made with respect to all Keystone Employee Plans either have been made or regulation, work rule (together have been accrued in accordance with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaints. (c) Parent has delivered or made available to the Company an accurate and complete list, by country and as terms of the date hereof, of: (i) each Parent applicable Keystone Employee Plan; (ii) each Parent Plan and applicable Law. Keystone Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Entity. (d) Each of the Parent Entities and Parent Affiliates has performed Plans satisfy in all material respects all obligations the minimum coverage, affordability and non-discrimination requirements under the Code. (f) No Keystone Employee Plan is or was, and neither Keystone nor any of its ERISA Affiliates has maintained, contributed to, or been required to be performed contribute to or had any liability or obligation (including on account of any ERISA Affiliate and whether contingent or otherwise) in the past six (6) years with respect to (i) any employee benefit plan that is or was subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) any Multiemployer Plan, (iii) any funded welfare benefit plan within the meaning of Section 419 of the Code, (iv) any Multiple Employer Plan, or (v) any Multiple Employer Welfare Arrangement. Neither Keystone nor any of its ERISA Affiliates has ever incurred any liability under Title IV of ERISA that has not been paid in full. (g) No Keystone Employee Plan provides, nor does Keystone nor any of its Subsidiaries have any obligation to provide any, health, death or any other non-pension benefits to any service provider beyond termination of service (other than as required by it under each Parent Part 6 of Subtitle B of Title I of ERISA or similar state Law or continuation coverage through the end of the month in which such termination occurs). No Keystone Employee Plan provides major medical health, dental, vision, life or long-term disability benefits that are not fully insured through an insurance contract. (h) No non-exempt “prohibited transaction” (within the meaning of Section 406 of ERISA and Section 4975 of the Code) for any Keystone Employee Plan, and each Parent no reportable event, as defined in ERISA, has occurred in connection with any Keystone Employee Plan that, individually or in the aggregate, would result in material liability to Keystone or any of its Subsidiaries. Neither Keystone, any Subsidiary nor any employee thereof, nor, to the Knowledge of Keystone, any trustee, administrator, other fiduciary or any other “party in interest” or “disqualified person” with respect to any Keystone Employee Plan, has engaged in a prohibited transaction which could result in a material Tax or penalty on Keystone or any Subsidiary under Section 4975 of the Code or Section 502(i) of ERISA. (i) Keystone and each ERISA Affiliate has complied in all material respects with (i) the notice and continuation coverage requirements, and all other requirements, of Section 4980B of the Code and Parts 6 and 7 of Title I of ERISA, and the regulations thereunder, and (ii) the affordability and minimum essential coverage requirements, and all other requirements, of the Affordable Care Act, in each case, with respect to each Keystone Employee Plan that is a group health plan. (j) Except as set forth on Section 4.18(j) of the Keystone Disclosure Schedule, no Keystone Employee Plan is subject to any Law of a foreign jurisdiction outside of the United States and Israel. (k) Each Keystone Employee Plan that constitutes in any part a “nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of the Code and the guidance thereunder) has been established operated and maintained in all material respects in accordance operational and documentary compliance with its terms the requirements of Section 409A of the Code and the applicable Legal Requirementsguidance thereunder. Each Parent No payment to be made under any Keystone Employee Plan intended is, or to the Knowledge of Keystone, will be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected subject to result in the disqualification penalties of any such Parent Employee PlanSection 409A(a)(1) of the Code. (el) None Any transfer of property by Keystone or any of its Subsidiaries which was subject to a substantial risk of forfeiture and which would otherwise have been subject to taxation under Section 83(a) of the Parent Entities, Code is covered by a valid and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (itimely filed election under Section 83(b) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes a copy of such election has been provided to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insuredKeystone. (fm) Neither the execution Each of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee PlanKeystone and its Subsidiaries is in material compliance with all applicable federal, Parent Employee Agreementstate and local Laws, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities rules and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours or other labor related matters; of work, and in each case, with respect to the employees of Keystone and each of its Subsidiaries: (iii) has withheld and reported all material amounts required by applicable Legal Requirements Law or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; employees, (ii) except for as set forth on Section 4.18(m) of the Keystone Disclosure Schedule, is not liable for any material arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing and (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body Authority, with respect to unemployment compensation benefits, social security, social charges security or other benefits or obligations for Parent Associates employees (other than routine payments to be made in the normal course Ordinary Course of business Business). There are no material actions, suits, claims, administrative matters or other Legal Proceedings pending or, to the Knowledge of Keystone or any of its Subsidiaries, threatened or reasonably anticipated against Keystone or any of its Subsidiaries relating to any employee, employment Contract or Keystone Employee Plan (other than routine claims for benefits), privacy right, labor dispute, wages and consistent hours, overtime and overtime payment, working during rest days, leave of absence, plant closing notification, workers’ compensation policy, long-term disability policy, harassment, retaliation, immigration, employment statute or regulation, collective bargaining, civil rights, fringe benefits, employment practices, workers’ compensation and the collection, payment of withholding or social security taxes and any similar tax, safety, health or discrimination matter involving any Keystone Associate or former employee, independent contractor, officer or director of Keystone or any of its Subsidiaries, including charges of unfair labor practices or discrimination complaints. There are no pending or, to the Knowledge of Keystone or any of its Subsidiaries, threatened or reasonably anticipated material claims, actions or Legal Proceedings against Keystone, any of its Subsidiaries, any Keystone trustee or any trustee of any Subsidiary under any workers’ compensation policy or long-term disability policy. Neither Keystone nor any Subsidiary thereof is a party to a conciliation agreement, consent decree or other agreement or Order with past practice)any federal, state, or local agency or Governmental Authority with respect to employment practices. (hn) There is no agreement, plan, arrangement or other Contract covering Neither Keystone nor any Parent Associate, and no payments have been made of its Subsidiaries has any material liability with respect to any Parent Associatemisclassification within the past three years of: (i) any Person as an independent contractor rather than as an employee, that(ii) any employee leased from another employer or (iii) any employee currently or formerly classified as exempt from overtime wages. Neither Keystone nor any of its Subsidiaries has since July 1, in connection with the Merger, considered individually or considered collectively with 2021 taken any other such Contracts or payments, will, or could reasonably be expected to, be characterized as action which would constitute a “parachute paymentplant closing” or “mass layoff” within the meaning of Section 280G(b)(2the WARN Act or similar applicable state or local Law, issued any notification of a plant closing or mass layoff required by the WARN Act or similar applicable state or local Law, or incurred any material liability or obligation under WARN or any similar applicable state or local Law that remains unsatisfied. (o) Since July 1, 2021 there has not been, nor, to the Knowledge of Keystone or any of its Subsidiaries, has there been any threat of, any strike, slowdown, work stoppage, lockout, job action, union organizing activity, question concerning representation or any similar activity or dispute, affecting Keystone or any of its Subsidiaries. No event has occurred that to the Knowledge of Keystone or any of its Subsidiaries, would be likely to give rise to any such strike, slowdown, work stoppage, lockout, job action, union organizing activity, question concerning representation or any similar activity or dispute. (p) Neither Keystone nor any of its Subsidiaries is, nor has Keystone or any of its Subsidiaries been since July 1, 2021, engaged in any unfair labor practice within the meaning of the Code National Labor Relations Act that is likely to result in material Liability or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Codeobligation.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a) of the Parent Disclosure Schedule, the employment of each of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Entities is not a party toto or bound by, and never has been a party to or has a duty to bargain forbound by, any union contract, collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parent, seeking to represent any employees of any of the Parent Entitiessimilar Contract. (b) Parent is not, nor ever has been, engaged in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting Parent or any of its employees. There is not now pending, and no claim Person has threatened to commence, any such slowdown, work stoppage, labor dispute or grievance union organizing activity or any similar activity or dispute. No event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the Knowledge knowledge of Parent, threatened or reasonably anticipated relating to any employment Contractlabor, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration safety or discrimination matters involving any Parent Associateemployee of Parent, including charges of unfair labor practices or harassment discrimination complaints. (c) Parent does not intend, nor has delivered it agreed or committed, to (i) establish or enter into any new Parent Employee Plan or Parent Employee Agreement, or (ii) modify or terminate any Parent Employee Plan or Parent Employee Agreement (except to conform any such Parent Employee Plan or Parent Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to the Company in writing). (d) Parent has made available to the Company an accurate and complete list, by country and as of the date hereof, copies of: (i) all documents embodying or setting forth the terms of each Parent Employee Plan and each Parent Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA, the Code or any other applicable Legal Requirement in connection with each Parent Employee Plan; (iiiii) for each Parent Employee AgreementPlan that is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Parent Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Parent Employee Plan; (v) all material written Contracts relating to each Parent Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Parent Associate relating to any Parent Employee Plan and any proposed Parent Employee Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to Parent or any Parent Affiliate; (vii) all correspondence to or from any Governmental Body relating to any Parent Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies pertaining to fiduciary liability insurance covering the fiduciaries for each Parent Employee Plan; (x) all non-discrimination test reports and summaries for each Parent Employee Plan for the three most recent plan years; and (iiixi) all work rules (together the most recent IRS determination or opinion letter issued with all policies and supplements related theretorespect to each Parent Employee Plan intended to be qualified under Section 401(a) and employee manuals and handbooks relating to employees of any Parent Entitythe Code. (de) Each of the Parent Entities and each Parent Affiliates has Affiliate have performed in all material respects all obligations required to be performed by it them under each Parent Employee PlanPlan and Parent Employee Agreement. Neither Parent nor any Parent Affiliate is in default or violation of, and each Parent has no knowledge of any default or violation by any other party to, the terms of any Parent Employee Plan or Parent Employee Agreement. Each Parent Employee Plan and Parent Employee Agreement has been established and maintained in all material respects substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Each Any Parent Employee Plan intended to be Tax qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code and incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and all subsequent legislation and/or any other rules and regulations applicable Legal Requirements in this respect. For each Parent Employee Plan that is so Tax qualifiedintended to be qualified under Section 401(a) of the Code, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect its tax-qualified status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and no event 407 of ERISA, that is not otherwise exempt under Section 408 of ERISA, has occurred and no circumstance or condition exists that could reasonably be expected with respect to result in the disqualification of any such Parent Employee Plan. There are no claims or Legal Proceedings pending, or, to the best knowledge of Parent, threatened or reasonably anticipated (other than routine claims for benefits), against any Parent Employee Plan or against the assets of any Parent Employee Plan. Each Parent Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Company, Parent or any Parent Affiliate (other than ordinary administration expenses), subject to applicable Legal Requirements. There are no audits, inquiries or Legal Proceedings pending or, to the knowledge of Parent, threatened by the IRS, the DOL, or any other Governmental Body with respect to any Parent Employee Plan or Parent Employee Agreement. Neither Parent nor any Parent Affiliate has ever incurred any penalty or tax with respect to any Parent Employee Plan under Section 502(i) of ERISA, under Sections 4975 through 4980 of the Code or under any other applicable Legal Requirement. Parent and each Parent Affiliate have timely made all contributions and other payments required by and due under the terms of each Parent Employee Plan and Parent Employee Agreement. (ef) None Each Contract to which Parent is a party or is otherwise bound with any individual or entity that is a "nonqualified deferred compensation plan" subject to Section 409A of the Code has been operated since January 1, 2005 in good faith compliance with Section 409A of the Code. No stock right (as defined in U.S. Treasury Department regulation 1.409A-1(l)) has been granted to any Parent Associate that (i) has an exercise price that has been or may be less than the fair market value of the underlying equity as of the date such option or right was granted, as determined by the board of directors of Parent in good faith, (ii) has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option or rights, or (iii) has been granted after December 31, 2004, with respect to any class of stock that is not “service recipient stock” (within the meaning of applicable regulations under Section 409A of the Code). No compensation payable by Parent or any of the Parent Entities, and no Affiliates shall be or has been reportable as nonqualified deferred compensation in the gross income of any individual or entity as a result of the operation of Section 409A of the Code. (g) Neither Parent Affiliate, nor any Parent Affiliate has ever maintained, established, sponsored, participated in in, or contributed to any: (i) Parent Pension Plan Plan, including but not limited to, a plan which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISAERISA or Section 412 of the Code; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) Parent Pension Plan in which stock of Parent or any Parent Affiliate is or was held as a plan asset, (iv) multiple employer plan or to any plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors ; or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1vi) of ERISA) and that is, in whole or in part, self-funded insured plan that provides benefits to employees (including any such plan pursuant to which a stop-loss policy or self-insuredcontract applies). (fh) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in connection with any other event, including any termination of employment or service) will (i) result in any payment (including severance, golden parachute, bonus or otherwise), becoming due to any Parent Associate under any Parent Employee Plan or Parent Employee Agreement, (ii) result in any forgiveness of indebtedness, (iii) materially increase any benefits otherwise payable by Parent under any Parent Employee Plan or Parent Employee Agreement, (iv) result in the acceleration of the time of payment or vesting of any such benefits except as required under Section 411(d)(3) of the Code or (v) be reasonably likely to result in any payment to any Parent Associate being non-deductible by virtue of Section 280G or Section 4999 of the Code. No Parent Employee Plan or Parent Employee Agreement gives rise to any potential “excess parachute payments” (within the meaning of Section 280G of the Code) payable Parent in connection with the transactions contemplated by this Agreement, either as a result of the transactions contemplated by this Agreement or in conjunction with any other event. (i) No Parent Employee Plan provides (except at no cost to Parent or any Parent Affiliate), or reflects or represents any liability of any of Parent or any Parent Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to Parent or any Parent Affiliate, neither Parent nor any Parent Affiliate, has ever represented, promised or contracted (whether in oral or written form) to any Parent Employee (either individually or to Parent Employees as a group) or any other Person that any such Parent Employee or other Person would be provided with retiree life insurance, retiree health benefits or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (j) Except as expressly required or provided by this Agreement, neither the execution or delivery of this Agreement nor the consummation of any of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employmentany additional or subsequent events) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), accelerationacceleration of any right, obligation or benefit, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent AssociateEmployee. (gk) Except as set forth in Part 3.15(g) of the Neither Parent Disclosure Schedule, each of the nor any Parent Entities and Parent AffiliatesAffiliate: (i) is, and at all times has been, in compliance in all material respects violated or otherwise failed to comply with any Order or arbitration award of any court, arbitrator or any Governmental Body Legal Requirement respecting employment, employment practices, terms and conditions of employmentemployment or wages and hours, wagesincluding the health care continuation requirements of COBRA, hours or other labor related mattersthe requirements of FMLA, the requirements of HIPAA and the provisions of any similar Legal Requirement; (ii) has withheld and reported all failed to withhold or report any amounts required by applicable Legal Requirements or by Contract to be withheld and or reported with respect to wages, salaries and other payments to Parent AssociatesEmployees; (iii) is not liable for any arrears of wages or any Taxes with respect thereto taxes or any interest or penalty for failure to comply with the Legal Requirements applicable to any of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges security or other benefits or obligations for Parent Associates Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the knowledge of Parent, threatened or reasonably anticipated claims or Legal Proceedings against Parent or any Parent Affiliate under any worker’s compensation policy or long-term disability policy. (hl) There is To the knowledge of Parent, no agreementstockholder of Parent, plan, arrangement or other Contract covering any and no current Parent Associate, and no payments have been made is obligated under any Contract or subject to any Order that would interfere with such Person’s efforts to promote the interests of Parent Associateor that would interfere with the businesses of Parent or any Parent Affiliate. Neither the execution nor the delivery of this Agreement, that, nor the carrying on of the business of Parent or any Parent Affiliate as presently conducted nor any activity of such stockholder or current Parent Associate in connection with the Merger, considered individually carrying on of the business of Parent or considered collectively with any other such Contracts or payments, Parent Affiliate as presently conducted will, or could reasonably be expected toto the knowledge of Parent, be characterized as conflict with, result in a “parachute payment” within the meaning of Section 280G(b)(2) breach of the Code terms, conditions or give rise directly provisions of, or indirectly to the payment constitute a default under, any Contract under which any of any amount that would not be deductible pursuant to Section 162(m) of the Code (such stockholders or any comparable provision under state or foreign Tax laws). No current Parent Entity is a party to or Associate has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code rights or for additional Taxes payable pursuant to Section 409A of the Codeobligations.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a2.15(a) of the Parent Company Disclosure Schedule, , the employment of each of the Parent Company Entities’ employees is terminable by the applicable Parent Company Entity at will. None of the Parent Company Entities is a party to, or has a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parentthe Company, seeking to represent any employees of any of the Parent Company Entities. (b) There is no claim or grievance pending or, to the Knowledge of Parentthe Company, threatened relating to any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Company Associate, including charges of unfair labor practices or harassment complaints. (c) Parent The Company has delivered or made available to the Company Parent an accurate and complete list, by country and as of the date hereof, of: (i) each Parent Company Employee Plan; (ii) each Parent Company Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Company Entity. (d) Each of the Parent Company Entities and Parent Company Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Company Employee Plan, and each Parent Company Employee Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Company Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Company Employee Plan. (e) None of the Parent Company Entities, and no Parent Company Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Company Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Company Entities, and no Parent Company Affiliate, maintains, sponsors or contributes to any Parent Company Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Company Employee Plan, Parent Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Company Associate. (g) Except as set forth in Part 3.15(g2.15(g) of the Parent Company Disclosure Schedule, each of the Parent Company Entities and Parent Company Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Company Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Company Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (h) There is no agreement, plan, arrangement or other Contract covering any Parent Company Associate, and no payments have been made to any Parent Company Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Company Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a3.16(a) of the Parent Disclosure ScheduleSchedule or as required by applicable Legal Requirements, the employment of each of the Parent EntitiesOclaro Corporations’ employees is terminable by the applicable Parent Entity Oclaro Corporation at will. . (b) None of the Parent Entities Oclaro Corporations is a party to, or has a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parent, seeking to represent any employees of any of the Parent Entities. (b) Oclaro Corporations. Since January 1, 2010, there has not been any strike, slowdown, work stoppage, lockout, job action, picketing, labor dispute, question concerning representation, union organizing activity, or, to the Knowledge of Parent, any threat thereof, affecting any of the Oclaro Corporations or any of their employees. There is not now pending, and, to the Knowledge of Parent, no Person has threatened to commence, any such strike, slowdown, work stoppage, lockout, job action, picketing, labor dispute, question regarding representation or union organizing activity or any similar activity or dispute. There is no claim or grievance pending or, to the Knowledge of Parent, threatened relating to any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaints. (c) Parent has delivered or made available Made Available to the Company an accurate and complete list, by country and as of the date hereof, of: (i) each Parent Employee Plan; (ii) each Parent Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Oclaro Corporation. None of the Oclaro Corporations intends, and none of the Oclaro Corporations has committed, to establish or enter into any new Parent EntityEmployee Plan or Parent Employee Agreement, or to modify any Parent Employee Plan or Parent Employee Agreement (except to conform any such Parent Employee Plan or Parent Employee Agreement to the requirements of any applicable Legal Requirements or as required by this Agreement). (d) Parent has delivered or Made Available to the Company accurate and complete copies of: (i) all documents setting forth the terms of each Parent Employee Plan and each Parent Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under applicable Legal Requirements in connection with each Parent Employee Plan; (iii) if the Parent Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Parent Employee Plan assets, if any; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA or any similar Legal Requirement with respect to each Parent Employee Plan; (v) all material written Contracts relating to each Parent Employee Plan, including administrative service agreements and group insurance contracts; (vi) all discrimination tests required under the Code for each Parent Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (vii) the most recent IRS determination or opinion letter issued with respect to each Parent Employee Plan intended to be qualified under Section 401(a) of the Code. (e) Each of the Parent Entities Oclaro Corporations and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent Employee Plan has been established and maintained in all material respects in accordance with its terms terms. Any Parent Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. All Parent Pension Plans required to have been approved by any Governmental Body have been so approved, no such approval has been revoked (or, to the Knowledge of Parent, has revocation been threatened) and applicable Legal Requirementsno event has occurred to the Knowledge of Parent since the date of the most recent approval or application therefor relating to any such Parent Pension Plan that would reasonably be expected to materially affect any such approval relating thereto or materially increase the costs relating thereto. Each Parent Employee Plan intended to be Tax tax qualified under applicable Legal Requirements is so Tax tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Employee Plan. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 of ERISA, and not otherwise exempt under a statutory or administrative exemption, has occurred with respect to any Parent Employee Plan. There are no audits or inquiries pending or, to the Knowledge of Parent, threatened by the IRS, the DOL or any other Governmental Body with respect to any Parent Employee Plan. None of the Oclaro Corporations, and no Parent Affiliate, has ever incurred: (i) any material penalty or Tax with respect to any Parent Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code; or (ii) any material penalty or Tax under applicable Legal Requirements with respect to any Parent Employee Plan. Each of the Oclaro Corporations and Parent Affiliates has made all contributions and other payments required by and due under the terms of each Parent Employee Plan. No Parent Employee Agreement or Parent Employee Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) subject to Section 409A of the Code could reasonably be expected to result in gross income inclusion pursuant to Section 409A(a)(1)(A) of the Code. (ef) None of the Parent EntitiesOclaro Corporations, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. No Parent Employee Plan is or has been funded by, associated with or related to a “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code. None of the Oclaro Corporations, and no Parent EntitiesAffiliate, has ever maintained, established, sponsored, participated in or contributed to any Parent Pension Plan in which stock of any of the Oclaro Corporations or any Parent Affiliate is or was held as a plan asset. The fair market value of the assets of each funded Parent Foreign Plan, the liability of each insurer for any Parent Foreign Plan funded through insurance, or the book reserve established for any Parent Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Parent Foreign Plan according to the reasonable actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Parent Foreign Plan, and no Contemplated Transaction will cause any such assets or insurance obligations to be less than such benefit obligations. There are no liabilities of the Oclaro Corporations with respect to any Parent Employee Plan that are not properly accrued and reflected in the financial statements of Parent in accordance with GAAP. (g) None of the Oclaro Corporations, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. No Parent Employee Plan provides (except at no cost to the Oclaro Corporations or any Parent Affiliate), or reflects or represents any liability of any of the Oclaro Corporations or any Parent Affiliate to provide, post-termination or retiree life insurance, post-termination or retiree health benefits or other post-termination or retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to any of the Oclaro Corporations or any Parent Affiliate, none of the Oclaro Corporations nor any Parent Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Parent Associate (either individually or to Parent Associates as a group) or any other Person that such Parent Associate(s) or other Person would be provided with post-termination or retiree life insurance, post-termination or retiree health benefit or other post-termination or retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (fh) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (gi) Except as set forth in Part 3.15(g3.16(i) of the Parent Disclosure Schedule, each of the Parent Entities Oclaro Corporations and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (hj) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made or will be made to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity Oclaro Corporation is a party to or has any obligation under any Contract to compensate any Person for excise Taxes taxes payable pursuant to Section 4999 of the Code or for additional Taxes taxes payable pursuant to Section 409A of the Code. (k) Since July 1, 2010, none of the Oclaro Corporations has effectuated a “plant closing,” partial “plant closing,” “relocation”, “mass layoff” or “termination” (as defined in the WARN Act or any similar Legal Requirement) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of any of the Oclaro Corporations.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a2.15(a) of the Parent Company Disclosure Schedule, the employment of each none of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Company Entities is a party to, or has a legally imposed duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parentthe Company, purporting or seeking to represent any employees of any of the Company Entities. The Company has Made Available to Parent Entities. (b) accurate and complete copies of any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees. Since November 14, 2017, there has not been any strike, material slowdown, work stoppage, lockout, job action, picketing, labor dispute, question concerning representation, union organizing activity, or any threat thereof, or any similar activity or dispute, affecting any of the Company Entities or any of their employees. There is not now pending, and, to the Knowledge of the Company, no Person has threatened to commence, any such strike, material slowdown, work stoppage, lockout, job action, picketing, labor dispute, question regarding representation or union organizing activity or any similar activity or dispute. There is no claim or grievance pending or, to the Knowledge of Parentthe Company, threatened relating to any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety, retaliation, immigration or discrimination matters involving any Parent Company Associate, including charges of unfair labor practices or harassment complaintscomplaints that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect. (cb) Parent has delivered or made available to Each of the Company an accurate Entities and complete listCompany Affiliates, by country and except as of the date hereofwould not reasonably be expected to have, ofa Company Material Adverse Effect: (i) each Parent Employee Planhas withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Company Associates; (ii) each Parent Employee Agreementis not liable for any arrears of wages or any Taxes or any interest or penalty for failure to comply with the Legal Requirements applicable to the foregoing; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating is not liable for any payment to employees any trust or other fund governed or maintained by or on behalf of any Parent Entity. Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Company Associates (d) other than routine payments to be made in the normal course of business and consistent with past practice). Each of the Parent Company Entities and Parent Company Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Employee Plan. (e) None of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times since November 14, 2017 has been, in compliance in all material respects with (A) the terms of the collective bargaining agreements and other Contracts with each labor organization listed on Part 2.15(a) of the Company Disclosure Schedule, and all applicable Legal Requirements pertaining to employment and employment practices, including all Legal Requirements relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, unemployment insurance and employee classification; and (B) any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters. (c) Part 2.15(c) of the Company Disclosure Schedule contains an accurate and complete list, as of the date hereof, of each material Company Employee Plan and each Company Employee Agreement with an Executive Officer or key employee holding a Designated Position of any Company Entity. None of the Company Entities or Company Affiliates intends, and none of the Company Entities or Company Affiliates has committed, to establish or enter into any new Company Employee Plan or Company Employee Agreement with any Executive Officer, or to modify any Company Employee Plan or Company Employee Agreement with any Executive Officer (except to conform any such Company Employee Plan or such Company Employee Agreement to the requirements of any applicable Legal Requirements or as required by this Agreement). (d) The Company has Made Available to Parent accurate and complete copies of, to the extent applicable: (i) all documents setting forth the terms of each Company Employee Plan and each Company Employee Agreement, listed in Part 2.15(c) of the Company Disclosure Schedule, including all amendments thereto and all related trust documents; (ii) has withheld the three most recent annual reports (Form 5500 series and reported all amounts schedules and financial statements attached thereto), if any, required by under applicable Legal Requirements or by Contract to be withheld and reported in connection with respect to wages, salaries and other payments to Parent Associateseach Company Employee Plan; (iii) if the Company Employee Plan is not liable for any arrears subject to the minimum funding standards of wages Section 302 of ERISA, the most recent annual and periodic accounting of Company Employee Plan assets, if any; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA or any Taxes similar Legal Requirement with respect thereto or any interest or penalty to each Company Employee Plan; (v) all discrimination tests required under the Code for failure each Company Employee Plan intended to comply with the Legal Requirements applicable be qualified under Section 401(a) of the foregoingCode for the three most recent plan years; (vi) the most recent IRS determination, opinion or advisory letter issued with respect to each Company Employee Plan intended to be qualified under Section 401(a) of the Code; and (ivvii) any non-routine communications with any Governmental Body regarding a Company Employee Plan or Company Employee Agreement during the past three years. (e) Each of the Company Entities and Company Affiliates has performed, in all material respects, all obligations required to be performed by it under each Company Employee Plan, and each Company Employee Plan has been established, maintained, administered and funded in all material respects both in accordance with its terms and in compliance with all applicable Legal Requirements. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter as to its qualified status under the Code or is a prototype or volume submitter plan entitled, under applicable IRS guidance, to rely on the favorable opinion or advisory letter issued to the sponsor of such prototype or volume submitter plan. To the Knowledge of the Company, no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Company Employee Plan. Since November 14, 2017, no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not liable for any payment otherwise exempt, has occurred with respect to any trust Company Employee Plan. Each Company Employee Plan (other than any Company Employee Plan to be terminated prior to the First Merger Effective Time in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without material liability to the Company, any of the Company Entities or any Company Affiliate (other fund governed than any liability for ordinary administration expenses and benefits accrued as of the date of amendment, termination or discontinuance). There are no audits or inquiries pending or, to the Knowledge of the Company, threatened by the IRS, the DOL or maintained by or on behalf of any other Governmental Body with respect to unemployment compensation benefitsany Company Employee Plan. None of the Company Entities, social securityand no Company Affiliate is subject to: (i) any material penalty or Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code; or (ii) any material penalty or Tax under applicable Legal Requirements with respect to any Company Employee Plan or Company Employee Agreement. Neither the terms nor the performance of any Company Employee Agreement or Company Employee Plan could reasonably be expected to result in gross income inclusion after the First Merger Effective Time pursuant to Section 409A(a)(1)(A) of the Code. (f) Except as set forth in Part 2.15(f) of the Company Disclosure Schedule, social charges none of the Company Entities, and no Company Affiliate, has since November 15, 2017 maintained, established, sponsored, participated in or contributed to, or may otherwise be expected to incur or become subject to any liability or obligation to any: (i) employee benefit plan that is (or was) subject to Section 302 or Title IV of ERISA or Section 412 of the Code; (ii) “multiemployer plan” within the meaning of Section 3(37) or 4001(a)(3) of ERISA; or (iii) plan described in Section 413(c) of the Code. No Company Employee Plan is or has been funded by, associated with or related to a “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code. None of the Company Entities, and no Company Affiliate, has ever maintained, established, sponsored, participated in or contributed to any Company Pension Plan in which stock of any of the Company Entities or any Company Affiliate is or was held as a plan asset. There are no material liabilities of the Company Entities with respect to any Company Employee Plan that are not properly accrued and reflected in the financial statements of the Company in accordance with GAAP. (g) No Company Employee Plan or Company Employee Agreement provides (except at no cost to the Company Entities or any Company Affiliate), or reflects or represents any material liability of any of the Company Entities or any Company Affiliate to provide, post-termination or retiree life insurance, post-termination or retiree health benefits or other post-termination or retiree employee welfare benefits to any Person for any reason, except: (i) as may be required by COBRA or obligations for Parent Associates other applicable Legal Requirements; (other than routine payments ii) benefits through the end of the month of termination of employment; (iii) death benefits attributable to be made in the normal course deaths occurring at or prior to termination of business employment; (iv) disability benefits attributable to disabilities occurring at or prior to termination of employment; and consistent with past practice)(v) conversion rights. (h) There Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or in combination with a termination of employment) constitute an event under any Company Employee Plan, Company Employee Agreement, trust, loan or otherwise that will or may result in (either alone or in combination with a termination of employment) any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, material increase in benefits or obligation to fund benefits with respect to any Company Associate. (i) None of the Company Entities or Company Affiliates is no a party to any agreement, plan, arrangement or other Contract covering any Parent Company Associate, and no or has made or is required to make any payments have been made to any Parent Company Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a an “excess parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Company Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes taxes payable pursuant to Section 4999 of the Code or for additional Taxes taxes payable pursuant to Section 409A of the Code. (j) Since November 15, 2017, none of the Company Entities has effectuated a “plant closing,” partial “plant closing,” “relocation,” “mass layoff” or “termination” (as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”)), or comparable events under any similar Legal Requirement affecting any site of employment or one or more facilities or operating units within any site of employment or facility of any of the Company Entities that would reasonably be expected to result in any consequences for any Company Entity under the WARN Act, except for consequences that either individually or in the aggregate would reasonably be expect not to cause a Company Material Adverse Effect.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a) of the Parent Disclosure Schedule, the The employment of each of the Parent Entities’ Xcyte’s current employees is terminable by the Xcyte at will without any severance liability and upon no more than 30 days’ notice (other than as required by applicable Parent Entity at will. None of the Parent Entities is a party to, or has a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parent, seeking to represent any employees of any of the Parent Entitieslaw). (b) There is no claim Legal Proceeding, claim, labor dispute or grievance pending or, to the Knowledge of ParentXcyte, threatened or reasonably anticipated relating to any employment Contractcontract, privacy right, labor dispute, wages and hours, leave leaves of absence, plant closing notification, workers’ compensation policy, long-term disability policy, harassment, retaliation, immigration, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration safety or discrimination matters matter involving any Parent Xcyte Associate, including charges of unfair labor practices or harassment discrimination complaints, except for routine claims and disputes in the ordinary course of business. (c) Parent has delivered There are no outstanding liabilities with respect to any current or made available former employees (or their eligible dependents or beneficiaries) including any severance obligations, other than liabilities with respect to the Company an accurate and complete list, by country and as of the date hereof, of: (i) each Parent Employee Plan; (ii) each Parent Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Entitycurrent payroll periods or obligations that arise under applicable laws. (d) Each Xcyte has complied with all requirements or obligations imposed by the Worker Adjustment and Retraining Notification Act, as amended or any similar federal or state statute, with respect to any reduction in force it may have implemented, including by providing timely notice to employees of the Parent Entities and Parent Affiliates has performed Xcyte or any of its Subsidiaries affected by such reduction in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Employee Planforce. (e) None of Each Xcyte Employee Plan has been maintained in material compliance with its terms and with the Parent Entitiesrequirements prescribed by any and all statutes, orders, rules and no Parent Affiliateregulations, including, but not limited to, ERISA and the Code, which are applicable to such Xcyte Employee Plans. (f) Neither Xcyte nor any ERISA Affiliate nor any predecessor thereof sponsors, maintains or contributes to, or has ever maintained, established, in the past sponsored, participated in maintained or contributed to any: to, or has any current or contingent liability under, (i) Parent Pension Plan any plan subject to Title IV of ERISA; (ii) any “multiemployer plan” within the meaning of as defined in Section (3)(373(37) of ERISA; or (iii) any health or life insurance plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of arrangement providing benefits beyond termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust employment except as mandated by the law known as “COBRA” or loan that will similar state or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associatelocal law. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported There are no unfunded liabilities with respect to wages, salaries and other payments to Parent Associates; (iii) any of the Xcyte Employee Plans which is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable an insured benefit plan and all of the foregoing; and (iv) is not liable for Xcyte Employee Plans may be amended, terminated or otherwise discontinued without any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates liability (other than routine payments to be made in the normal course of business and consistent with past practiceordinary administrative costs). (h) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(23.14(h) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Xcyte Disclosure Schedule lists all material written and describes all non-written employee benefit plans (as defined in Section 162(m3(3) of the Code ERISA) and all bonus, equity-based, incentive, deferred compensation, retirement or supplemental retirement, profit sharing, severance, golden parachute, vacation, cafeteria, dependent care, medical care, employee assistance program, education or tuition assistance programs and other similar fringe or employee benefit plans, programs or arrangements, including any employment or executive compensation or severance agreements, written or otherwise, which are currently in effect relating to any present or former employee or director of Xcyte (or any comparable provision under state ERISA Affiliate of Xcyte), or foreign Tax lawswhich may result in a material liability for Xcyte (collectively, the “Xcyte Employee Plans”). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.

Employee and Labor Matters; Benefit Plans. (a) Except Part 2.14 of the Disclosure Schedule lists each employee benefit plan, program, arrangement and contract (including, without limitation, any “Employee Benefit Plan”, as set forth defined in Part 3.15(aSection 3(3) of the Parent Disclosure ScheduleEmployment Retirement Income Security Act of 1974, as amended (“ERISA”) maintained, contributed to or sponsored by the Company for the benefit of any current or former employee, officer or director of the Company, or with respect to which the Company could incur Liability under Section 4069, 4201 or 4212(c) of ERISA (collectively, the employment of each of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Entities is a party “Plans”). (b) The Company does not maintain, sponsor or contribute to, or has a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent orand, to the Knowledge of Parentthe Company, seeking to represent has not at any employees time in the past maintained, sponsored or contributed to, any employee pension benefit plan (as defined in Section 3(2) of any ERISA). None of the Parent Entities. (b) There Plans is no claim subject to Title IV of ERISA and the Company has not incurred, and does not reasonably expect to incur, any direct or grievance pending or, to the Knowledge indirect Liability under or by operation of Parent, threatened relating to any employment Contract, wages and hours, leave Title IV of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaintsERISA. (c) Parent has delivered or made available to the Company an accurate and complete list, by country and as of the date hereof, of: (i) each Parent Employee Plan; (ii) each Parent Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Entity. (d) Each of the Parent Entities Plans is now and Parent Affiliates always has been operated in all material respects in accordance with its terms and all applicable Legal Requirements, including but not limited to ERISA and the Code. The Company has performed in all material respects all obligations required to be performed by it under, is not in any material respect in default under each Parent Employee or in violation of, and, to the Knowledge of the Company, there is no default or violation by any other party to, any Plan, and each Parent Employee . (d) Each Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Employee Plan that is intended to be Tax qualified under Section 401(a) of the Code or Section 401(k) of the Code has timely received a favorable determination letter from the Internal Revenue Service (“IRS”) covering all of the provisions applicable Legal Requirements to the Plan for which determination letters are currently available that the Plan is so Tax qualifiedqualified and each trust established in connection with any Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred and no circumstance since the date of such determination letter or condition exists that could reasonably be expected letters from the IRS to result in adversely affect the disqualification qualified status of any such Parent Employee PlanPlan or the exempt status of any such trust. All contributions required to be made to any Plan have been made on a timely basis. (e) None of the Parent EntitiesPlans in effect on the date hereof would result, and no Parent Affiliateseparately or in the aggregate (including, has ever maintainedwithout limitation, establishedas a result of this Agreement or the transactions contemplated hereby), sponsored, participated in or contributed to any: (i) Parent Pension Plan subject to Title IV the payment of ERISA; (ii) any “multiemployer planexcess parachute payment” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 280G of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) The Company has made available to Parent (i) copies of each Plan (and, if applicable, related trust agreements) and all amendments thereto, all written interpretations thereof and all written descriptions thereof that have been distributed to the Company employees, all annuity contracts or other funding instruments, and a complete description of any Plan which is not in writing; (ii) the most recent determination letter issued by the IRS with respect to each applicable Plan; (iii) for the three most recent plan years, annual reports on Form 5500 series with respect to each applicable Plan, (iv) copies of all employment agreements and severance agreements plans and policies with or relating to employees, officers and directors; and (v) copies of all plans, programs, agreements and other arrangements of the Company with or relating to its current or former employees, officers and directors which contain change in control provisions. Neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions transactions contemplated hereby will or could reasonably be expected to (either alone or upon the occurrence of termination of employmentvi) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay including, without limitation, severance, unemployment compensation, “golden parachute” or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect ) becoming due to any Parent Associateemployee, officer or director of the Company under any Plan or otherwise, (vii) increase any benefits otherwise payable under any Plan, or (viii) result in any acceleration of the time of payment or vesting of any benefits. (g) Except as set forth in Part 3.15(g) Neither the Company nor any Plan has any present or future obligation to make any payment to, or with respect to, any present or former employee, officer or director of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with Company pursuant to any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours retiree medical benefit plan or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice)retiree welfare plan. (h) There The Company is not a party to any collective bargaining or other labor union contract applicable to its employees, officers or directors. As of the date hereof, there is no agreementlabor dispute, planstrike or work stoppage against the Company pending or, arrangement to the Knowledge of the Company, threatened which may interfere with the business activities of the Company. As of the date hereof, neither the Company nor any of its representatives or other Contract covering employees, has committed any Parent Associate, and no payments have been made to any Parent Associate, that, unfair labor practices in connection with the Mergeroperation of the business of the Company, considered individually or considered collectively with any other such Contracts or payments, willand there is no pending, or could reasonably be expected to, be characterized as a “parachute payment” within to the meaning of Section 280G(b)(2) Knowledge of the Code Company threatened charge or give rise directly or indirectly to complaint against the payment of any amount that would not be deductible pursuant to Section 162(m) of Company by the Code (National Labor Relations Board or any comparable provision under state or foreign Tax laws)agency. No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the CodeThe Company’s relations with its employees are good.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a2.16(a) of the Parent Company Disclosure ScheduleSchedule or as required by applicable Legal Requirements, the employment of each of the Parent EntitiesOpnext Corporations’ employees is terminable by the applicable Parent Entity Opnext Corporation at will. . (b) None of the Parent Entities Opnext Corporations is a party to, or has a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parentthe Company, seeking to represent any employees of any of the Parent Entities. (b) Opnext Corporations. Since January 1, 2010, there has not been any strike, slowdown, work stoppage, lockout, job action, picketing, labor dispute, question concerning representation, union organizing activity, or, to the Knowledge of the Company, any threat thereof, affecting any of the Opnext Corporations or any of their employees. There is not now pending, and, to the Knowledge of the Company, no Person has threatened to commence, any such strike, slowdown, work stoppage, lockout, job action, picketing, labor dispute, question regarding representation or union organizing activity or any similar activity or dispute. There is no claim or grievance pending or, to the Knowledge of Parentthe Company, threatened relating to any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Company Associate, including charges of unfair labor practices or harassment complaints. (c) Parent The Company has delivered or made available Made Available to the Company Parent an accurate and complete list, by country and as of the date hereof, of: (i) each Parent Company Employee Plan; (ii) each Parent Company Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent EntityOpnext Corporation. None of the Opnext Corporations intends, and none of the Opnext Corporations has committed, to establish or enter into any new Company Employee Plan or Company Employee Agreement, or to modify any Company Employee Plan or Company Employee Agreement (except to conform any such Company Employee Plan or Company Employee Agreement to the requirements of any applicable Legal Requirements or as required by this Agreement). (d) The Company has delivered or Made Available to Parent accurate and complete copies of: (i) all documents setting forth the terms of each Company Employee Plan and each Company Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under applicable Legal Requirements in connection with each Company Employee Plan; (iii) if the Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Company Employee Plan assets, if any; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA or any similar Legal Requirement with respect to each Company Employee Plan; (v) all material written Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts; (vi) all discrimination tests required under the Code for each Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (vii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan intended to be qualified under Section 401(a) of the Code. (e) Each of the Parent Entities Opnext Corporations and Parent Company Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Company Employee Plan, and each Parent Company Employee Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirementsterms. Each Parent Any Company Employee Plan intended to be Tax qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. All Company Pension Plans required to have been approved by any Governmental Body have been so approved, no such approval has been revoked (or, to the Knowledge of the Company, has revocation been threatened) and no event has occurred to the Knowledge of the Company since the date of the most recent approval or application therefor relating to any such Company Pension Plan that would reasonably be expected to materially affect any such approval relating thereto or materially increase the costs relating thereto. Each Company Employee Plan intended to be tax qualified under applicable Legal Requirements is so Tax tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Company Employee Plan. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Section 406 of ERISA, and not otherwise exempt under a statutory or administrative exemption, has occurred with respect to any Company Employee Plan. There are no audits or inquiries pending or, to the Knowledge of the Company, threatened by the IRS, the DOL or any other Governmental Body with respect to any Company Employee Plan. None of the Opnext Corporations, and no Company Affiliate, has ever incurred: (i) any material penalty or Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code; or (ii) any material penalty or Tax under applicable Legal Requirements with respect to any Company Employee Plan. Each of the Opnext Corporations and Company Affiliates has made all contributions and other payments required by and due under the terms of each Company Employee Plan. No Company Employee Agreement or Company Employee Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) subject to Section 409A of the Code could reasonably be expected to result in gross income inclusion pursuant to Section 409A(a)(1)(A) of the Code. (ef) None of the Parent EntitiesOpnext Corporations, and no Parent Company Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Company Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. No Company Employee Plan is or has been funded by, associated with or related to a “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code. None of the Parent EntitiesOpnext Corporations, and no Parent Company Affiliate, has ever maintained, established, sponsored, participated in or contributed to any Company Pension Plan in which stock of any of the Opnext Corporations or any Company Affiliate is or was held as a plan asset. The fair market value of the assets of each funded Company Foreign Plan, the liability of each insurer for any Company Foreign Plan funded through insurance, or the book reserve established for any Company Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Company Foreign Plan according to the reasonable actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Company Foreign Plan, and no Contemplated Transaction will cause any such assets or insurance obligations to be less than such benefit obligations. There are no liabilities of the Opnext Corporations with respect to any Company Employee Plan that are not properly accrued and reflected in the financial statements of the Company in accordance with GAAP. (g) None of the Opnext Corporations, and no Company Affiliate, maintains, sponsors or contributes to any Parent Company Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. No Company Employee Plan provides (except at no cost to the Opnext Corporations or any Company Affiliate), or reflects or represents any liability of any of the Opnext Corporations or any Company Affiliate to provide, post-termination or retiree life insurance, post-termination or retiree health benefits or other post-termination or retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to any of the Opnext Corporations or any Company Affiliate, none of the Opnext Corporations nor any Company Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Company Associate (either individually or to Company Associates as a group) or any other Person that such Company Associate(s) or other Person would be provided with post-termination or retiree life insurance, post-termination or retiree health benefit or other post-termination or retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (fh) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Company Employee Plan, Parent Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Company Associate. (gi) Except as set forth in Part 3.15(g2.16(i) of the Parent Company Disclosure Schedule, each of the Parent Entities Opnext Corporations and Parent Company Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Company Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Company Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (hj) There is no agreement, plan, arrangement or other Contract covering any Parent Company Associate, and no payments have been made or will be made to any Parent Company Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity Opnext Corporation is a party to or has any obligation under any Contract to compensate any Person for excise Taxes taxes payable pursuant to Section 4999 of the Code or for additional Taxes taxes payable pursuant to Section 409A of the Code. (k) Since July 1, 2010, none of the Opnext Corporations has effectuated a “plant closing,” partial “plant closing,” “relocation”, “mass layoff” or “termination” (as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar Legal Requirement) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of any of the Opnext Corporations.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a2.16(a) of the Parent Disclosure Schedule, the employment of each none of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Entities Acquired Corporations is a party to, to or has a duty to bargain for, bound by any collective bargaining agreement or other Contract with a labor organization or works council representing union contract, and no collective bargaining agreement is being negotiated by any of its employees and the Acquired Corporations. To the Knowledge of the Company, there are no activities or proceedings of any labor organizations union to organize any employees. There is no labor dispute, strike or works councils representing, purporting to represent work stoppage pending against any of the Acquired Corporations or, to the Knowledge of Parentthe Company, seeking to represent any employees threatened or reasonably anticipated that could interfere materially with the business activities of any Acquired Corporation. None of the Parent Entities. (b) Acquired Corporations has committed any unfair labor practice in connection with the operation of its business that would reasonably be expected to result in a material liability to such Acquired Corporation. There is are no claim material actions, suits, claims, labor disputes or grievance grievances pending or, to the Knowledge of Parentthe Company, threatened relating to any employment Contractlabor, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration safety or discrimination matters involving any Parent Company Associate, including charges of unfair labor practices or harassment discrimination complaints, which, if adversely determined, would reasonably be expected to result in a material liability to any of the Acquired Corporations. (b) None of the Acquired Corporations intends, and none of the Acquired Corporations has committed, to establish or enter into any new Company Employee Plan, Foreign Plan or Company Employee Agreement, or to modify any Company Employee Plan, Foreign Plan or Company Employee Agreement (except to conform any such Company Employee Plan, Foreign Plan or Company Employee Agreement to the requirements of Section 409A of the Code and any other applicable Legal Requirements). (c) The Company has Made Available to Parent has delivered or made available to the Company an accurate and complete list, by country and as of the date hereof, copies of: (i) all documents setting forth the terms of each Parent material Company Employee Plan, each material Foreign Plan and each material Company Employee Agreement, including all amendments thereto and all related trust documents; and (ii) the most recent IRS determination or opinion letter issued with respect to each Parent Company Employee Agreement; and (iiiPlan intended to be qualified under Section 401(a) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Entitythe Code. (d) Each of the Parent Entities Acquired Corporations and Parent Company Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Company Employee Plan, each Foreign Plan and each Parent Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance in all material respects with all applicable Legal Requirements. Each Parent No material oral or written representation or commitment with respect to any Company Employee Plan intended or Foreign Plan has been made to be Tax qualified under applicable Legal Requirements any employee of any of the Acquired Corporations and Company Affiliates by an authorized employee of any of the Acquired Corporations and Company Affiliates that is so Tax qualified, not materially in accordance with the written or otherwise preexisting terms of such Company Employee Plan or Foreign Plan and no event has occurred and no circumstance or condition exists that could would reasonably be expected to result in material liability to any of the disqualification of any such Parent Employee PlanAcquired Corporations and Company Affiliates. (e) None of the Parent EntitiesAcquired Corporations, and no Parent Company Affiliate, has ever at any time since July 21, 2002 maintained, established, sponsored, participated in or contributed to any: (i) Parent Company Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in subject to Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither No Company Employee Plan, Foreign Plan or Company Employee Agreement provides (except at no cost to the Acquired Corporations or any Company Affiliate), or reflects or represents any liability of any of the Acquired Corporations and Company Affiliates to provide, post-termination or retiree life insurance, post-termination or retiree health benefits or other post-termination or retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. (g) Except as set forth in Part 2.16(g) of the Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution and delivery of this Agreement or the Voting Agreement, nor the consummation of the Contemplated Transactions Merger or any other transaction contemplated by this Agreement or by the Voting Agreement will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Company Employee Plan, Parent Foreign Plan, Company Employee AgreementAgreement or other Company Contract, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in or give rise directly or indirectly to: (i) any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Company Associate. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (h) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code Code: or give rise directly or indirectly to (iii) the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity Acquired Corporation is a party to or has any obligation under any Contract agreement to compensate any Person for excise Taxes taxes payable pursuant to Section 4999 of the Code Code. (h) There are no loans or for additional Taxes payable pursuant to Section 409A other advances that have been made by any of the CodeAcquired Corporations to any Company Associate that are currently outstanding, other than routine travel advances made to employees in the ordinary course of business.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a) The Parent has made available to Company a list setting forth, for each Parent Associate who is an employee of the Parent Disclosure Scheduleor any of its Subsidiaries, such employee’s name, employer, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the expected return), whether exempt from the Fair Labor Standards Act and applicable state law, annual salary (or if hourly, hourly rate), most recent annual bonus received and current annual bonus opportunity. The Parent has made available to Company a list setting forth, for each Parent Associate who is an individual independent contractor engaged by Parent or any of its Subsidiaries, such contractor’s name, duties and rate of compensation. (b) The employment of each of the Parent Entities’ Parent’s employees is terminable by the applicable Parent Entity at will. None Parent has made available to the Company accurate and complete copies of all employee manuals and handbooks, to the extent currently effective and material. (c) Parent Entities is not a party to, or has bound by the terms of, and does not have a duty to bargain forunder, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees employees, and there are no labor organizations or works councils representing, purporting to represent representing or, to the Knowledge of Parent, purporting to represent or seeking to represent any employees of any Parent. (d) Section ‎4.17(d) of the Parent EntitiesDisclosure Letter lists all Parent Employee Plans (other than employment arrangements which are terminable “at will” without any contractual obligation on the part of Parent or any of its Subsidiaries to make any severance, termination, change in control or similar payment and that are substantively identical to the employment arrangements made available to the Company). (be) There Each Parent Employee Plan that is no claim intended to be qualified under Section 401(a) of the Code has received a favorable determination or grievance opinion letter with respect to such qualified status from the IRS. To the Knowledge of Parent, nothing has occurred that would reasonably be expected to adversely affect the qualified status of any such Parent Employee Plan or the exempt status of any related trust. (f) Each Parent Employee Plan has been established, maintained and operated in compliance, in all material respects, with its terms all applicable Law, including, without limitation, the Code, ERISA and the Affordable Care Act. No Legal Proceeding (other than those relating to routine claims for benefits) is pending or, to the Knowledge of Parent, threatened relating in writing with respect to any employment Contract, wages Parent Employee Plan. All payments and/or contributions required to have been made with respect to all Parent Employee Plans either have been made or have been accrued in accordance with the terms of the applicable Parent Employee Plan and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaintsapplicable Law. (cg) Neither Parent has delivered nor any of its ERISA Affiliates maintains, contributes to or made available is required to contribute to, or has, in the Company an accurate and complete listpast six (6) years, by country and as of the date hereofmaintained, of: contributed to or been required to contribute to (i) each Parent Employee Plan; any “employee benefit plan” that is or was subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) each Parent Employee Agreement; and a Multiemployer Plan, (iii) all work rules any funded welfare benefit plan within the meaning of Section 419 of the Code, (together with all policies and supplements related theretoiv) and employee manuals and handbooks relating to employees any Multiple Employer Plan, or (v) any Multiple Employer Welfare Arrangement. Neither Parent nor any of its ERISA Affiliates has ever incurred any Parent Entityliability under Title IV of ERISA. (dh) Each of the Parent Entities and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each No Parent Employee Plan provides for medical or other welfare benefits to any service provider beyond termination of service or retirement, other than (1) pursuant to COBRA or an analogous state law requirement or (2) continuation coverage through the end of the month in which such termination or retirement occurs. Parent does not sponsor or maintain any self-funded medical or long-term disability benefit plan. (i) No Parent Employee Plan is subject to any law of a foreign jurisdiction outside of the United States. (j) Each Parent Employee Plan that constitutes in any part a “nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of the Code and the guidance thereunder) (each, a “Parent 409A Plan”) has been established operated and maintained in all material respects in operational and documentary compliance with the requirements of Section 409A of the Code and the applicable guidance thereunder. No payment to be made under any Parent 409A Plan is or, when made in accordance with its the terms and applicable Legal Requirements. Each of the Parent Employee Plan intended 409A Plan, will be subject to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification penalties of any such Parent Employee PlanSection 409A(a)(1) of the Code. (ek) None Parent is in material compliance with all Employment-Related Laws and in each case, with respect to the employees of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to anyParent: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all material amounts required by applicable Legal Requirements law or by Contract agreement to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; employees, (ii) is not liable for any material amounts of arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing and (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body Authority, with respect to unemployment compensation benefits, social security, social charges security or other benefits or obligations for Parent Associates employees (other than routine payments to be made in the normal course Ordinary Course of business and consistent Business). There are no material Legal Proceedings, claims, labor disputes or organizing activities, or grievances pending or, to the Knowledge of Parent, threatened or reasonably anticipated against or involving Parent or any trustee of Parent relating to any employee, contingent worker, director, employment agreement or Parent Employee Plan (other than routine claims for benefits) or Employment-Related Laws. To the Knowledge of Parent, there are no material pending or threatened or reasonably anticipated claims or actions against Parent, any Parent trustee or any trustee of any Subsidiary of Parent under any workers’ compensation policy or long-term disability policy. Parent is not a party to a conciliation agreement, consent decree or other agreement or Order with past practice)any federal, state or local agency or Governmental Authority with respect to employment practices. (hl) Parent has no material liability with respect to any misclassification within the past three (3) years of: (i) any Person as an independent contractor rather than as an employee, (ii) any employee leased from another employer or (iii) any employee currently or formerly classified as exempt from overtime wages. Parent has not taken any action which would constitute a “plant closing” or “mass layoff” within the meaning of the WARN Act, issued any notification of a plant closing or mass layoff required by the WARN Act (nor has Parent been under any requirement or obligation to issue any such notification), or incurred any liability or obligation under the WARN Act that remains unsatisfied. (m) To the Knowledge of Parent, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, job action, union, organizing activity, question concerning representation or any similar activity or dispute, with respect to any Parent Associate. No event has occurred within the past six months, and no condition or circumstance exists, that, to the Knowledge of Parent, might directly or indirectly be likely to give rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, lockout, job action, union organizing activity, question concerning representation or any similar activity or dispute. (n) Parent is not, nor has Parent been, engaged in any material unfair labor practice within the meaning of the National Labor Relations Act. There is no material Legal Proceeding, claim, labor dispute or grievance pending or, to the Knowledge of Parent, threatened or reasonably anticipated relating to any employment contract, privacy right, labor dispute, wages and hours, leave of absence, plant closing notification, workers’ compensation policy, long-term disability policy, harassment, retaliation, immigration, employment statute or regulation, safety or discrimination matter involving any current or former employee of Parent, including charges of unfair labor practices or discrimination complaints. (o) There is no contract, agreement, plan, plan or arrangement to which Parent or any of its Subsidiaries is a party or by which it is bound to compensate any of its employees or other Contract covering service providers for any income or excise taxes paid pursuant to the Code, including, but not limited to, Section 4999 or Section 409A of the Code. (p) Neither Parent Associate, and no payments have been made nor any of its Subsidiaries is a party to any Parent AssociateContract that as a result of the execution and delivery of this Agreement, thatthe stockholder approval of this Agreement, nor the consummation of the transactions contemplated hereby, could (either alone or in connection with the Merger, considered individually or considered collectively conjunction with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a event) (i) result in the payment of any “parachute payment” within the meaning of Section 280G(b)(2) 280G of the Code or give rise directly (ii) result in, or indirectly cause the accelerated vesting, payment, funding or delivery of, or increase the amount or value of, any payment or benefit to the payment any employee, officer, director or other service provider of any amount that would not be deductible pursuant to Section 162(m) of the Code (Parent or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Codeits Subsidiaries.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a3.13(a) of the Parent Disclosure Schedule, the employment of each of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Entities no Acquiring Corporation is a party toto or bound by, and no Acquiring Corporation has ever been a party to or has a duty to bargain forbound by, any union contract, collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parent, seeking to represent any employees of any of the Parent Entitiessimilar Contract. (b) No Acquiring Corporation is, or has ever been engaged in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting the Acquiring Corporations or any of their employees. There is not now pending, and no claim Person has threatened to commence, any such slowdown, work stoppage, labor dispute or grievance union organizing activity or any similar activity or dispute. No event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the Knowledge of Parent, threatened or reasonably anticipated relating to any employment Contractlabor, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration safety or discrimination matters involving any Parent Associateemployee of an the Acquiring Corporation, including charges of unfair labor practices or harassment discrimination complaints. (c) Part 3.13(c) of the Parent Disclosure Schedule contains an accurate and complete list as of the date hereof of each Parent Employee Plan and each Parent Employee Agreement. None of the Acquiring Corporations intends or has agreed or committed to (i) establish or enter into any new Parent Employee Plan or Parent Employee Agreement, or (ii) modify or terminate any Parent Employee Plan or Parent Employee Agreement (except to conform any such Parent Employee Plan or Parent Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to the Company in writing). (d) Parent has delivered or made available to the Company an accurate and complete list, by country and as of the date hereof, copies of: (i) all documents embodying or setting forth the terms of each Parent Employee Plan and each Parent Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA, the Code or any other applicable Legal Requirement in connection with each Parent Employee Plan; (iiiii) for each Parent Employee AgreementPlan that is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Parent Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Parent Employee Plan; (v) all material written Contracts relating to each Parent Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Parent Associate relating to any Parent Employee Plan and any proposed Parent Employee Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to any of the Acquiring Corporations or any Parent Affiliate; (vii) all correspondence to or from any Governmental Body relating to any Parent Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies pertaining to fiduciary liability insurance covering the fiduciaries for each Parent Employee Plan; (x) all non-discrimination test reports and summaries for each Parent Employee Plan for the three most recent plan years; and (iiixi) all work rules (together the most recent IRS determination or opinion letter issued with all policies and supplements related theretorespect to each Parent Employee Plan intended to be qualified under Section 401(a) and employee manuals and handbooks relating to employees of any Parent Entitythe Code. (de) Each of the Parent Entities Acquiring Corporations and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee PlanPlan and Parent Employee Agreement. No Acquiring Corporation or Parent Affiliate is in default or violation of, and each Parent has no Knowledge of any default or violation by any other party to, the terms of any Parent Employee Plan or Parent Employee Agreement. Each Parent Employee Plan and Parent Employee Agreement has been established and maintained in all material respects substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Each Any Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code and incorporates or has been amended to incorporate all provisions required to comply with the Tax qualified, Reform Act of 1986 and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such all subsequent legislation. For each Parent Employee Plan. (ePlan that is intended to be qualified under Section 401(a) None of the Parent EntitiesCode, and there has been no Parent Affiliateevent, condition or circumstance that has ever maintained, established, sponsored, participated in adversely affected or contributed is likely to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) adversely affect its tax-qualified status. No “multiemployer planprohibited transaction,” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (h) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) 4975 of the Code or give rise directly or indirectly to the payment Sections 406 and 407 of any amount ERISA, that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.not

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a3.13(a) of the Parent Disclosure Schedule, the employment of each none of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Entities Acquiring Corporations is a party toto or bound by any union contract, or has a duty to bargain for, any collective bargaining agreement or similar Contract other Contract with than such national agreements applicable to all employees within certain classes in a labor organization or works council representing any specified country. (b) None of its employees and there are no labor organizations or works councils representing, purporting to represent the Acquiring Corporations is or, to the Knowledge of Parent, seeking to represent has ever been engaged in any employees unfair labor practice of any nature. To the Knowledge of Parent, there has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Parent Entities. (b) Acquiring Corporations or any of their employees. There is not pending, and, to the Knowledge of Parent, no claim Person has threatened to commence, any such slowdown, work stoppage, labor dispute or grievance union organizing activity or any similar activity or dispute. No event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no unresolved actions, suits, claims, labor disputes or grievances pending or, to the Knowledge of Parent, threatened or reasonably anticipated relating to any employment Contractlabor, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration safety or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment discrimination complaints. (c) Part 3.13(c) of the Parent Disclosure Schedule contains an accurate and complete list as of the date hereof of each Parent Employee Plan and each Parent Employee Agreement. None of the Acquiring Corporations has entered into any legally binding obligation to (i) establish any new Parent Employee Plan or Parent Employee Agreement, or (ii) modify or terminate any Parent Employee Plan or Parent Employee Agreement (except to conform any such Parent Employee Plan or Parent Employee Agreement to the requirements of any applicable Legal Requirements). (d) Parent has delivered or made available to the Company an accurate and complete list, by country and as of the date hereof, copies of: (i) each Parent Employee PlanPlan and each Parent Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA, the Code or any other applicable Legal Requirement in connection with each Parent Employee AgreementPlan; (iii) for each Parent Employee Plan that is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Parent Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any; (v) all material group insurance contracts relating to each Parent Employee Plan; (vi) all correspondence to or from any Governmental Body relating to any Parent Employee Plan for the period commencing January 1, 2007; (vii) all Code non-discrimination test reports and summaries thereof for each Parent Employee Plan for the three most recent plan years; and (iiiviii) all work rules (together the most recent IRS determination or opinion letter issued with all policies and supplements related theretorespect to each Parent Employee Plan intended to be qualified under Section 401(a) and employee manuals and handbooks relating to employees of any Parent Entitythe Code. (de) Each of the Parent Entities and Parent Affiliates Acquiring Corporations has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, Plan and each Parent Employee Agreement. Each Parent Employee Plan and Parent Employee Agreement has been established and maintained in all material respects substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Each Any Parent Employee Plan intended to be Tax qualified under applicable Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code and incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and all subsequent legislation. For each Parent Employee Plan that is intended to be qualified under Section 401(a) of the Code, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect its tax-qualified status. There are no claims or Legal Requirements is so Tax qualifiedProceedings pending, and no event has occurred and no circumstance or, to the Knowledge of Parent, threatened or condition exists that could reasonably be expected to result in anticipated (other than routine claims for benefits), against any Parent Employee Plan or against the disqualification assets of any such Parent Employee Plan. Each Parent Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Company, any of the Acquiring Corporations or any Parent Affiliate (other than ordinary administration expenses), subject to applicable Legal Requirements. There are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of Parent, threatened by the IRS, the DOL, or any other Governmental Body with respect to any Parent Employee Plan or Parent Employee Agreement. Each of the Acquiring Corporations has timely made all contributions and other payments required by and due under the terms of each Parent Employee Plan and Parent Employee Agreement. (ef) None Each Parent Employee Agreement and Parent Employee Plan that is in any part a “nonqualified deferred compensation plan” subject to Section 409A of the Code: (i) complies and, at all times after December 31, 2008 has complied, both in form and operation, with the requirements of Section 409A(a)(2), (3) and (4) of the Code and the final regulations thereunder; and (ii) between January 1, 2005 and December 31, 2008 was operated and maintained in accordance with a good faith reasonable interpretation of Section 409A of the Code and its purpose as determined under applicable guidance of the Department of the Treasury and the Internal Revenue Service with respect to service providers who are U.S. taxpayers. No stock right (as defined in U.S. Treasury Department regulation 1.409A-1(l)) granted or vesting after December 31, 2004 has been granted to any Company Associate or independent contractor to any Acquiring Corporation who is a U.S. taxpayer that (A) has an exercise price that has been or may be less than the fair market value of the underlying equity as of the date such option or right was granted, as determined by the board of directors of Parent Entitiesin good faith, (B) has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option or rights, or (C) has been granted after December 31, 2004, with respect to any class of stock that is not “service recipient stock” (within the meaning of applicable regulations under Section 409A of the Code). No compensation payable by any of the Acquiring Corporations is or has been reportable as nonqualified deferred compensation in the gross income of any individual or entity as a result of the operation of Section 409A of the Code. (g) No Parent Pension Plan is, and no none of the Acquiring Corporations, or any Parent Affiliate, maintains, sponsors, participates in or contributes to or has ever at any time maintained, established, sponsored, participated in in, or contributed to, or has any liability, whether actual or contingent, under any plan which is subject to any: (i) Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. No Parent Pension Plan subject to Title IV of ERISA; (ii) is or was at any time a “multiemployer plan” within the meaning of Section (3)(37) of ERISA; . No Parent Pension Plan holds or (iiiheld stock of any of the Acquiring Corporations or any Parent Affiliate as a plan asset None of the Parent Employee Plans are part of, or have at any time been part of, a multiple employer welfare arrangement, as that term is defined in Section 3(40) of ERISA. Except as set forth in Part 3.13(g) of the Parent Disclosure Schedule, no Parent Employee Plan is or was at any time a multiple employer plan as described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (fh) Neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or and not in connection with any other circumstance event, including any termination of employment or eventservice) will (i) result in any payment (whether of severance pay including severance, golden parachute, bonus or otherwise), accelerationbecoming due to any Parent Associate under any Parent Employee Plan or Parent Employee Agreement, (ii) result in any forgiveness of indebtedness, vesting(iii) materially increase any benefits otherwise payable by Parent under any Parent Employee Plan or Parent Employee Agreement, distribution(iv) result in the acceleration of the time of payment or vesting of any such benefits except as required under Section 411(d)(3) of the Code, increase (v) results in benefits or an obligation to fund benefits with respect to any Parent AssociateEmployee Plan or (vi) be reasonably likely to result in any payment to any Parent Associate that would not be deductible by any of the Acquiring Corporations, as the case may be, by virtue of Section 280G of the Code. Part 3.13(h) of the Parent Disclosure Schedule sets forth the Parent Employee Plans and Parent Employee Agreement giving rise to the potential “excess parachute payments” (within the meaning of Section 280G of the Code) payable by an Acquiring Corporation in connection with the Contemplated Transactions, alone and not in connection with any other event. (gi) No Parent Employee Plan provides, or reflects or represents any liability of any of the Acquiring Corporations to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. (j) Except as set forth in Part 3.15(g3.13(j) of the Parent Disclosure Schedule, each to the Knowledge of the Parent Entities and Parent AffiliatesParent, no Acquiring Corporation: (i) is, and at all times has been, in compliance in all material respects violated or otherwise failed to comply with any Order or arbitration award of any court, arbitrator or any Governmental Body Legal Requirement respecting employment, employment practices, terms and conditions of employment, including wages, hours or other labor related mattershours, vacation pay, pay equity, overtime pay, occupational health and safety, the health care continuation requirements of COBRA, the requirements of the Family and Medical Leave Act, the requirements of the Health Insurance Portability and Accountability Act of 1996 and the provisions of any similar Legal Requirement; (ii) has withheld and reported all failed to withhold or report any amounts required by applicable Legal Requirements or by Contract to be withheld and or reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto taxes or any interest or penalty for failure to comply with the Legal Requirements applicable to any of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges security or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the Knowledge of Parent, threatened or reasonably anticipated claims or Legal Proceedings against any of the Acquiring Corporations under any worker’s compensation policy. (hk) There is To the Knowledge of Parent, no agreementstockholder of Parent, plan, arrangement or other Contract covering any and no current Parent Associate, is obligated under any Contract or subject to any Order that would interfere with such Person’s efforts to promote the interests of the Acquiring Corporations or that would interfere with the businesses of the Acquiring Corporations. (l) Part 3.13(c) of the Parent Disclosure Schedule separately identifies each Parent Employee Plan that is an International Plan. Without limiting the generality of this Section 3.13(l), each International Plan required to be registered with any applicable Governmental Body and no payments have other regulatory authorities has been so registered. With respect to each International Plan for which a separate fund of assets is or is required to be maintained, full and timely payment has been made to of all amounts required of any Acquiring Corporation under the terms of such International Plan or applicable Legal Requirement, as applied through the Closing Date. The current value of the assets of each such International Plan, as of the end of the most recently ended plan year of that International Plan, equals or exceeded the current value of all benefits liabilities under that International Plan. For purposes of this Section 3.13(l), “International Plan” means any Parent Associate, that, in connection with Employee Plan that is maintained outside the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” United States primarily for the benefit of Persons substantially all of whom are nonresident aliens within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a) of the Parent Disclosure Schedule, the The employment of each of the Parent Entities’ Gem’s employees is terminable by the applicable Parent Entity Gem at will, subject to any notice provisions of applicable employment agreements. None Gem has made available to the Company accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the Parent Entities employment of Gem Associates to the extent currently effective and material. (b) Neither Gem nor any of its Subsidiaries is a party to, or bound by, nor has a any duty to bargain forunder, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees employees, and there are no labor organizations or works councils representing, purporting to represent representing or, to the Knowledge of ParentGem, purporting to represent or seeking to represent any employees of any of the Parent EntitiesGem. (bc) There Section 4.17(c) of the Gem Disclosure Schedule lists all material Gem Employee Plans. (d) Each Gem Employee Plan that is no claim intended to be qualified under Section 401(a) of the Code has received a favorable determination or grievance opinion letter with respect to such qualified status from the IRS. To the Knowledge of Gem, nothing has occurred that would reasonably be expected to adversely affect the qualified status of any such Gem Employee Plan or require corrective action to the IRS or Employee Plan Compliance Resolution System to maintain such qualification. (e) Each Gem Employee Plan has been established, operated and administered in compliance, in all material respects, with its terms all applicable Law, including, without limitation, the Code, ERISA and the Affordable Care Act. No Legal Proceeding (other than those relating to routine claims for benefits) is pending or, to the Knowledge of ParentGem, threatened relating with respect to any employment Contract, wages Gem Employee Plan. All payments and/or contributions required to have been made by Gem with respect to all Gem Employee Plans either have been made or have been accrued in accordance with the terms of the applicable Gem Employee Plan and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaintsapplicable Law. (cf) Parent Neither Gem nor any of its ERISA Affiliates has delivered ever maintained, contributed to, or made available been required to the Company an accurate and complete list, by country and as contribute to or had any liability or obligation (including on account of the date hereof, of: any ERISA Affiliate) with respect to (i) each Parent Employee Plan; any “employee benefit plan” that is or was subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) each Parent Employee Agreement; and a Multiemployer Plan, (iii) all work rules any funded welfare benefit plan within the meaning of Section 419 of the Code, (together with all policies and supplements related theretoiv) and employee manuals and handbooks relating to employees any Multiple Employer Plan, or (v) any Multiple Employer Welfare Arrangement. Neither Gem nor any of its ERISA Affiliates has ever incurred any Parent Entityliability under Title IV of ERISA that has not been paid in full. (dg) No Gem Employee Plan provides for health care or any other non-pension benefits to any service provider beyond termination of service or retirement (other than as required by Part 6 of Subtitle B of Title I of ERISA or similar state Law or as cash severance). No Gem Employee Plan provides major medical health or long-term disability benefits that are not fully insured through an insurance contract. (h) No Gem Employee Plan is subject to any law of a foreign jurisdiction outside of the United States. (i) Each Gem Employee Plan that constitutes in any part a “nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of the Parent Entities Code and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent Employee Plan the guidance thereunder) has been established operated and maintained in all material respects in accordance operational and documentary compliance with its terms the requirements of Section 409A of the Code and the applicable Legal Requirementsguidance thereunder. Each Parent No payment to be made under any Gem Employee Plan intended is or, to the Knowledge of Gem, will be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected subject to result in the disqualification penalties of any such Parent Employee PlanSection 409A(a)(1) of the Code. (ej) None Any transfer of property by Gem or any of its Subsidiaries which was subject to a substantial risk of forfeiture and which would otherwise have been subject to taxation under Section 83(a) of the Parent Entities, code is covered by a valid and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (itimely filed election under Section 83(b) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes a copy of such election has been provided to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured.Gem (fk) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee PlanGem is and since January 1, Parent Employee Agreement2019 has been in material compliance with all applicable federal, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise)state and local laws, acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities rules and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours or other labor related matters; of work, and in each case, with respect to the employees of Gem: (iii) has withheld and reported all material amounts required by applicable Legal Requirements law or by Contract agreement to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing and (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body Authority, with respect to unemployment compensation benefits, social security, social charges security or other benefits or obligations for Parent Associates employees (other than routine payments to be made in the normal course Ordinary Course of business and consistent Business). To the Knowledge of Gem, there are no pending or threatened or reasonably anticipated claims or actions against Gem, any Gem trustee or any trustee of any Subsidiary under any workers’ compensation policy or long-term disability policy that would result in a material liability to Gem. Gem is not a party to a conciliation agreement, consent decree or other agreement or Order with past practice)any federal, state, or local agency or Governmental Authority with respect to employment practices. (hl) There is Gem has no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made material liability with respect to any Parent Associatemisclassification since January 1, that2019 of: (i) any Person as an independent contractor rather than as an employee, in connection with the Merger, considered individually (ii) any employee leased from another employer or considered collectively with (iii) any other such Contracts employee currently or payments, will, or could reasonably be expected to, be characterized formerly classified as exempt from overtime wages. Gem has not taken any action which would constitute a “parachute paymentplant closing” or “mass layoff” within the meaning of the WARN Act or similar state or local law, issued any notification of a plant closing or mass layoff required by the WARN Act or similar state or local law, or incurred any liability or obligation under the WARN Act or any similar state or local law that remains unsatisfied. (m) There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, job action, union, organizing activity, question concerning representation or any similar activity or dispute, affecting Gem. No event has occurred within the past six months, and no condition or circumstance exists, that might directly or indirectly be likely to give rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, lockout, job action, union organizing activity, question concerning representation or any similar activity or dispute. (n) Gem is not, nor has Gem been, engaged in any unfair labor practice within the meaning of the National Labor Relations Act. There is no Legal Proceeding, claim, labor dispute or grievance pending or, to the Knowledge of Gem, threatened or reasonably anticipated relating to any employment contract, employment termination, privacy right, labor dispute, wages and hours, leave of absence, plant closing notification, workers’ compensation policy, long-term disability policy, harassment, retaliation, immigration, employment statute or regulation, safety or discrimination matter involving any Gem Associate, including charges of unfair labor practices or discrimination complaints. (o) No Gem Employee Plan provides for any tax “gross-up” or similar “make-whole” payments. (p) Except as set forth on Section 4.17(p) of the Gem Disclosure Schedule, none of the execution and delivery of this Agreement, the shareholder approval of this Agreement, or the consummation of the transactions contemplated hereby could (either alone or in conjunction with any other event) (i) result in, or cause the accelerated vesting payment, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer, director or other service provider of Gem or any of its Subsidiaries; (ii) further restrict any rights of Gem to amend or terminate any Gem Employee Plan; (iii) result in the forgiveness of any indebtedness of any employee, officer, director or other service provider of Gem or any of its Subsidiaries to Gem or its Subsidiaries or (iv) result in any “parachute payment” as defined in Section 280G(b)(2) of the Code (whether or give rise directly or indirectly not such payment is considered to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax lawsreasonable compensation for services rendered). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.

Employee and Labor Matters; Benefit Plans. (a) Except TorreyPines has provided to Axonyx, with respect to each employee of TorreyPines and each TorreyPines Subsidiary (including any employee of TorreyPines or any TorreyPines Subsidiary who is on a leave of absence or on layoff status): (i) the name of such employee; (ii) such employee’s title; and (iii) such employee’s annualized compensation as set forth in Part 3.15(a) of the Parent Disclosure Schedule, the date of this Agreement. (b) The employment of each of the Parent Entities’ TorreyPines and TorreyPines Subsidiary employees is terminable by TorreyPines or the applicable Parent Entity TorreyPines Subsidiary at willwill (or otherwise in accordance with general principles of wrongful termination law). None TorreyPines has made available to Axonyx accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the Parent Entities employment of TorreyPines Associates to the extent currently effective and material. (c) To the Knowledge of TorreyPines, no Key Employee of TorreyPines or any TorreyPines Subsidiary intends to terminate his or her employment with TorreyPines or the applicable TorreyPines Subsidiary, nor has any such employee threatened or expressed any intention to do so. (d) Neither TorreyPines nor any TorreyPines Subsidiary is a party to, or bound by, nor has a duty to bargain forunder, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees employees, and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of ParentTorreyPines, seeking to represent any employees of TorreyPines or any of the Parent EntitiesTorreyPines Subsidiary. (be) There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, job action, union, organizing activity, question concerning representation or any similar activity or dispute, affecting TorreyPines or any TorreyPines Subsidiary or any of its employees. No event has occurred, and no condition or circumstance exists, that might directly or indirectly be likely to give rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, lockout, job action, union organizing activity, question concerning representation or any similar activity or dispute. (f) Neither TorreyPines nor any TorreyPines Subsidiary is or has been engaged in any unfair labor practice within the meaning of the National Labor Relations Act. There is no claim Legal Proceeding, claim, labor dispute or grievance pending or, to the Knowledge of ParentTorreyPines, threatened or reasonably anticipated relating to any employment Contractcontract, privacy right, labor dispute, wages and hours, leave of absence, plant closing notification, workers’ compensation policy, long-term disability policy, harassment, retaliation, immigration, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration safety or discrimination matters matter involving any Parent TorreyPines Associate, including charges of unfair labor practices or harassment discrimination complaints, except for routine claims and disputes in the Ordinary Course of Business (g) Part 2.13(g) of the TorreyPines Disclosure Schedule lists all written and describes all non-written employee benefit plans (as defined in Section 3(3) of ERISA) and all bonus, equity-based, incentive, deferred compensation, retirement or supplemental retirement, profit sharing, severance, golden parachute, vacation, cafeteria, dependent care, medical care, employee assistance program, education or tuition assistance programs and other similar fringe or employee benefit plans, programs or arrangements, including any employment or executive compensation or severance agreements, written or otherwise, which are currently in effect relating to any present or former employee or director of TorreyPines or any TorreyPines Subsidiary (or any trade or business (whether or not incorporated) which is a TorreyPines Affiliate) or which is maintained by, administered or contributed to by, or required to be contributed to by, TorreyPines, any TorreyPines Subsidiary or any TorreyPines Affiliate, or under which TorreyPines or any TorreyPines Subsidiary or any TorreyPines Affiliate has incurred or may incur any liability (each, a “TorreyPines Employee Plan”). Part 2.13(g) of the TorreyPines Disclosure Schedule sets forth all amounts owed to any employee or consultant of TorreyPines or any TorreyPines Subsidiary, under any severance arrangement with TorreyPines, as a result of the consummation of the Merger or the Contemplated Transactions. (ch) Parent With respect to each TorreyPines Employee Plan, TorreyPines has delivered or made available to the Company an accurate Axonyx a true and complete listcopy of, by country and as of to the date hereofextent applicable, of: (i) each Parent such TorreyPines Employee Plan; , (ii) each Parent Employee Agreement; and the three (3) most recent annual reports (Form 5500) as filed with the Internal Revenue Service, (iii) all work rules each currently effective trust agreement related to such TorreyPines Employee Plan, (together iv) the most recent summary plan description for each TorreyPines Employee Plan for which such description is required, along with all policies summaries of material modifications, amendments, resolutions and supplements all other material plan documentation related theretothereto in the possession of TorreyPines, and (v) and employee manuals and handbooks relating the most recent Internal Revenue Service determination or opinion letter or analogous ruling under foreign law issued with respect to employees of any Parent EntityTorreyPines Employee Plan. (di) Each TorreyPines Employee Plan that is intended to be qualified under Section 401(a) of the Parent Entities and Parent Affiliates Code has performed in all material respects all obligations required received a favorable determination with respect to such qualified status from the Internal Revenue Service. To the Knowledge of TorreyPines, nothing has occurred that would reasonably be performed by it under each Parent expected to adversely affect the qualified status of any such TorreyPines Employee Plan, and each Parent Plan or the exempt status of any related trust. (j) Each TorreyPines Employee Plan has been established and maintained in compliance, in all material respects in accordance respects, with its terms and, both as to form and operation, with all applicable Legal Requirements, including without limitation, the Code and ERISA. (k) Neither TorreyPines nor any TorreyPines Subsidiary has engaged in any transaction in violation of Sections 404 or 406 of ERISA or any “prohibited transaction,” as defined in Section 4975(c)(1) of the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code, or has otherwise violated the provisions of Part 4 of Title I, Subtitle B of ERISA. Each Parent Neither TorreyPines nor any TorreyPines Subsidiary has knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any TorreyPines Employee Plan intended subject to be Tax qualified ERISA and neither TorreyPines nor any TorreyPines Subsidiary has been assessed any civil penalty under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could Section 502(l) of ERISA. (l) Except as would not reasonably be expected to result in any material liability, either individually or in the disqualification aggregate, to TorreyPines or any TorreyPines Subsidiary, all contributions required to be made under the terms of each TorreyPines Employee Plan as of the date of this Agreement have been timely made or, if not yet due, have been properly reflected (to the extent required by GAAP) on the most recent consolidated balance sheet filed. (m) Except as would not reasonably be expected to result in any material liability, either individually or in the aggregate, to TorreyPines or any TorreyPines Subsidiary, there is no action, order, writ, injunction, judgment or decree outstanding or claim, suit, litigation, proceeding, arbitral action, governmental audit or investigation relating to or seeking benefits under any TorreyPines Employee Plan (excluding claims for benefits incurred in the ordinary course of business) that is pending or to the Knowledge of TorreyPines threatened against TorreyPines, any TorreyPines Subsidiary or any TorreyPines Employee Plan, and neither TorreyPines nor any TorreyPines Subsidiary has received any notice of, an audit or investigation of any TorreyPines Employee Plan by the Internal Revenue Service or Department of Labor. (n) No TorreyPines Employee Plan is subject to Title IV or Section 302 of ERISA or Section 412 of the Code, and neither TorreyPines nor any TorreyPines Subsidiary or TorreyPines Affiliate has ever maintained, contributed to or partially or completely withdrawn from, or incurred any obligation or liability with respect to, any such Parent plan. No TorreyPines Employee Plan is a Multiemployer Plan, and neither TorreyPines nor any TorreyPines Subsidiary or TorreyPines Affiliate has ever contributed to or had an obligation to contribute, or incurred any liability in respect of a contribution, to any Multiemployer Plan. No TorreyPines Employee Plan is a Multiple Employer Plan. (eo) None No TorreyPines Employee Plan (other than to the extent set forth in an employment, retention, change in control, deferred compensation or severance agreement or arrangement between TorreyPines or any TorreyPines Subsidiary and any present or former employee or director) provides for medical or death benefits beyond termination of the Parent Entitiesservice or retirement, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: other than (i) Parent Pension Plan subject pursuant to Title IV of ERISA; COBRA or an analogous state law requirement or (ii) “multiemployer plan” within the meaning of death or retirement benefits under a TorreyPines Employee Plan qualified under Section (3)(37401(a) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (fp) Neither the execution of this Agreement TorreyPines nor the consummation of the Contemplated Transactions will any TorreyPines Subsidiary is a party to any Contract that has resulted or could would reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Planresult, Parent Employee Agreement, trust or loan that will or may result (either alone separately or in connection with any other circumstance or event) the aggregate, in any the payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (h) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “excess parachute payment” within the meaning of Section 280G(b)(2) section 280G of the Code or give rise directly or indirectly to the payment of and (ii) any amount that the deduction for which would not be deductible pursuant to disallowed under Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a) of the Parent Disclosure ScheduleHorizon is not, the employment of each of the Parent Entities’ employees is terminable and Horizon has not been, bound by the applicable Parent Entity at will. None of the Parent Entities is or a party to, or has nor does it have a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees Horizon Employees, and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of ParentHorizon, seeking to represent any employees of current Horizon Employees. Horizon has not had any of the Parent Entities. (b) There is no claim or grievance pending strike, slowdown, work stoppage, lockout, job action or, to the Knowledge of ParentHorizon, threatened relating any threat thereof, or question concerning representation, by or with respect to any employment Contractof the Horizon Employees. To the Knowledge of Horizon, wages and hoursthere is no current Horizon Employee who is not fully available to perform work because of disability or other leave. (b) Part 5.14(b) of the Horizon Disclosure Schedule identifies each Plan which is being sponsored, leave maintained, contributed to or required to be contributed to by Holdco or Horizon or with respect to which Horizon may have any Liability. Horizon or its subsidiaries has made all contributions required to be contributed by Horizon or any of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges its Subsidiaries as of unfair labor practices or harassment complaints.the date of this Agreement (c) Parent has delivered or made available to the Company an accurate and complete list, by country and as of the date hereof, of: (i) each Parent Employee Plan; (ii) each Parent Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Entity. (d) Each of the Parent Entities and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent Employee Plan Plans has been established operated and maintained administered in all material respects in accordance with its terms and applicable Legal Requirements. (d) Neither Horizon nor any of its subsidiaries is a party to or bound by any union contract, collective bargaining agreement or similar Contract. Each Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event Neither Horizon nor any of its subsidiaries has occurred and no circumstance or condition exists that could reasonably be expected to result ever engaged in the disqualification any unfair labor practice of any such Parent Employee Plannature and there has never been any slowdown, work stoppage, labor dispute or union or work council organizing activity or similar activity of dispute affecting Horizon or any of its subsidiaries. Horizon has no Knowledge of any facts indicating that: (i) the consummation of any of the Contemplated Transactions will have a material adverse effect on the labor relations of Horizon; or (ii) any of the officers, employees (whether regular or temporary, direct hire or leased), contractors or consultants of Horizon or any of its subsidiaries intends to terminate his or her employment or services with Horizon. (e) None Part 5.14(e) of the Parent EntitiesHorizon Disclosure Schedule contains, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 as of the Code. None date hereof, an accurate and complete list of the Parent Entitiesall current, salaried Horizon Employees and no Parent Affiliatecorrectly reflects, maintainsin all material respects, sponsors their salaries, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISAcommission arrangements) and that is, in whole or in part, self-funded or self-insuredtheir positions. (f) Neither the execution No Horizon employee has a notice period of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected longer than six months prior to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan . There are no material salary increases for Horizon employees that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) have been approved but not yet implemented. Except as set forth in Part 3.15(g5.14(f) of the Parent Horizon Disclosure Schedule, each there are no employment or benefit agreements, plans or arrangements entitling the employee to severance or other payments upon a change of control of Horizon. As of the Parent Entities and Parent Affiliates: (idate of this Agreement, except as set forth in Part 5.14(f) isof the Horizon Disclosure Schedule, and at all times has been, in compliance in all material respects with any Order there are no accrued vacation or arbitration award overtime entitlements of any courtemployee. (g) None of the senior executive officers and managers of Horizon has given notice to terminate his or her employment agreement with Horizon, arbitrator or any Governmental Body respecting employment, employment practices, nor has notice to terminate been given by Horizon. No amendment to the terms on which such senior executive officers and conditions of employment, wages, hours or other labor related matters; managers are engaged (iiincluding remuneration and ancillary fringe benefits) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wagesbeen made since December 31, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice)2009. (h) To the Knowledge of Horizon, Horizon has not received written notice from any Horizon Employee, any Governmental Body or any other person, entity or agency making a formal charge, complaint or request for a grievance or arbitration proceeding against Horizon’s stockholders, Horizon or any Affiliate of the foregoing or alleging a violation of any applicable law relating to the employment of any Horizon Employee, which is still pending. There is no agreementpending litigation between Horizon, plan, arrangement or other Contract covering any Parent Associateon one hand, and no payments have been made to any Parent AssociateHorizon Employees, thatconsultants, public authorities in connection with charge of payroll taxation and/or mandatory (pension) insurance against accidents at work and/or health and safety at work requirements, on the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Codehand.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a) of the Parent Disclosure Schedule, the employment of each of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Entities is a party to, or has a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and to the Knowledge of Parent there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parent, or seeking to represent any employees of any of the Parent Entities. (b) There is no claim or grievance pending or, to To the Knowledge of Parent, there is no material claim pending or threatened relating to any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, workplace safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaints. (c) Parent has delivered or made available to the Company an accurate and complete list, by country and as of the date hereof, of: (i) each Parent Employee Plan; (ii) each Parent Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to the workplace policies governing employees of any Parent Entity. (d) Each of the Parent Entities and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Employee Plan. (e) None of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither Except as set forth on Part 3.15(f) of the Parent Disclosure Schedule, neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, to the Knowledge of Parent, each of the Parent Entities and Parent Affiliates: (i) Affiliates is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body Legal Requirements respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (h) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code. (i) Notwithstanding any other representations and warranties in this Agreement, the representations and warranties set forth in Section 3.15 are the sole and exclusive representations and warranties of Parent and Merger Sub pertaining to employee and labor matters.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a3.18(a) of the Parent Company Disclosure Schedule, the employment of each of the Parent Entities’ Company’s employees is terminable by the applicable Parent Entity Company at will. None of the Parent Entities The Company is neither a party to, or nor has a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parentthe Company, seeking to represent any employees of any of the Parent EntitiesCompany. (b) There is no claim or grievance pending or, to the Knowledge of Parentthe Company, threatened threatened, relating to any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Company Associate, including charges of unfair labor practices or harassment complaints. (c) Parent The Company has delivered or made available to the Company Parent an accurate and complete list, by country and as of the date hereof, list of: (i) each Parent Company Employee Plan; (ii) each Parent Company Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Entitythe Company. (d) Each of Prior to the Parent Entities Closing Date, the Company and Parent Company Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Company Employee Plan, and each Parent Company Employee Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Company Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Company Employee Plan. (e) None of Neither the Parent EntitiesCompany, and no Parent nor any Company Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Company Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of Neither the Parent EntitiesCompany, and no Parent nor Company Affiliate, maintains, sponsors or contributes to any Parent Company Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Company Employee Plan, Parent Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Company Associate. (g) Except as set forth in Part 3.15(g3.18(g) of the Parent Company Disclosure Schedule, each of the Parent Entities Company and Parent Company Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Company Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Company Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (h) There is no agreement, plan, arrangement or other Contract covering any Parent Company Associate, and no payments have been made to any Parent Company Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity The Company is neither a party to or nor has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a) of the Parent Disclosure Schedule, the employment of each of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Entities is not a party toto or bound by, and never has been a party to or has a duty to bargain forbound by, any union contract, collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parent, seeking to represent any employees of any of the Parent Entitiessimilar Contract. (b) Parent is not, nor ever has been, engaged in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting Parent or any of its employees. There is not now pending, and no claim Person has threatened to commence, any such slowdown, work stoppage, labor dispute or grievance union organizing activity or any similar activity or dispute. No event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the Knowledge knowledge of Parent, threatened or reasonably anticipated relating to any employment Contractlabor, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration safety or discrimination matters involving any Parent Associateemployee of Parent, including charges of unfair labor practices or harassment discrimination complaints. (c) Parent does not intend, nor has delivered it agreed or committed, to (i) establish or enter into any new Parent Employee Plan or Parent Employee Agreement, or (ii) modify or terminate any Parent Employee Plan or Parent Employee Agreement (except to conform any such Parent Employee Plan or Parent Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to the Company in writing). (d) Parent has made available to the Company an accurate and complete list, by country and as of the date hereof, copies of: (i) all documents embodying or setting forth the terms of each Parent Employee Plan and each Parent Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA, the Code or any other applicable Legal Requirement in connection with each Parent Employee Plan; (iiiii) for each Parent Employee AgreementPlan that is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Parent Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Parent Employee Plan; (v) all material written Contracts relating to each Parent Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Parent Associate relating to any Parent Employee Plan and any proposed Parent Employee Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to Parent or any Parent Affiliate; (vii) all correspondence to or from any Governmental Body relating to any Parent Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies pertaining to fiduciary liability insurance covering the fiduciaries for each Parent Employee Plan; (x) all non-discrimination test reports and summaries for each Parent Employee Plan for the three most recent plan years; and (iiixi) all work rules (together the most recent IRS determination or opinion letter issued with all policies and supplements related theretorespect to each Parent Employee Plan intended to be qualified under Section 401(a) and employee manuals and handbooks relating to employees of any Parent Entitythe Code. (de) Each of the Parent Entities and each Parent Affiliates has Affiliate have performed in all material respects all obligations required to be performed by it them under each Parent Employee PlanPlan and Parent Employee Agreement. Neither Parent nor any Parent Affiliate is in default or violation of, and each Parent has no knowledge of any default or violation by any other party to, the terms of any Parent Employee Plan or Parent Employee Agreement. Each Parent Employee Plan and Parent Employee Agreement has been established and maintained in all material respects substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Each Any Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code and incorporates or has been amended to incorporate all provisions required to comply with the Tax qualified, Reform Act of 1986 and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such all subsequent legislation. For each Parent Employee Plan. (ePlan that is intended to be qualified under Section 401(a) None of the Parent EntitiesCode, and there has been no Parent Affiliateevent, condition or circumstance that has ever maintained, established, sponsored, participated in adversely affected or contributed is likely to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) adversely affect its tax-qualified status. No “multiemployer planprohibited transaction,” within the meaning of Section (3)(37) 4975 of the Code or Sections 406 and 407 of ERISA; , that is not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Parent Employee Plan. There are no claims or Legal Proceedings pending, or, to the knowledge of Parent, threatened or reasonably anticipated (iii) plan described other than routine claims for benefits), against any Parent Employee Plan or against the assets of any Parent Employee Plan. Each Parent Employee Plan can be amended, terminated or otherwise discontinued after the Closing in Section 413 accordance with its terms, without liability to the Company, Parent or any Parent Affiliate (other than ordinary administration expenses), subject to applicable Legal Requirements. There are no audits, inquiries or Legal Proceedings pending or, to the knowledge of Parent, threatened by the Code. None of IRS, the Parent EntitiesDOL, and no Parent Affiliate, maintains, sponsors or contributes any other Governmental Body with respect to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust . Neither Parent nor any Parent Affiliate has ever incurred any penalty or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits tax with respect to any Parent Associate. (g) Except as set forth in Part 3.15(gEmployee Plan under Section 502(i) of the Parent Disclosure ScheduleERISA, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (h) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) under Sections 4975 through 4980 of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.other applicable Legal

Employee and Labor Matters; Benefit Plans. (a) Except To Parent's knowledge, Parent is not and has never been required to be treated as set forth in Part 3.15(aa single employer with any other Person under Section 4001(b)(1) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Parent Disclosure Schedule, has never been a member of an "affiliated service group" within the employment meaning of each Section 414(m) of the Code. Parent Entities’ employees has never made a complete or partial withdrawal from a multiemployer plan, as such term is terminable by the applicable Parent Entity at will. None defined in Section 3(37) of the Parent Entities ERISA, resulting in "withdrawal liability," as such term is a party to, defined in Section 4201 of ERISA (without regard to subsequent reduction or has a duty to bargain for, any collective bargaining agreement waiver of such liability under either Section 4207 or other Contract with a labor organization or works council representing any 4208 of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parent, seeking to represent any employees of any of the Parent EntitiesERISA). (b) There is no claim or grievance pending or, to the Knowledge Each employee benefit plan of Parent, threatened relating to any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaints. (c) Parent has delivered or made available to the Company an accurate been operated and complete list, by country and as of the date hereof, of: (i) each Parent Employee Plan; (ii) each Parent Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Entity. (d) Each of the Parent Entities and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent Employee Plan has been established and maintained administered in all material respects in accordance with its terms and applicable Legal Requirements, including ERISA, the Code and applicable foreign Legal Requirements. Except for restrictions imposed by applicable Legal Requirements, to the knowledge of Parent, there are no restrictions on the rights of Parent to amend or terminate any employee benefit plan of Parent without incurring any liability thereunder. (c) Each employee benefit plan of Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualifiedSection 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification Parent is not aware of any reason why any such Parent Employee Plandetermination letter could be revoked. (e) None of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (id) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting all applicable Legal Requirements and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, wages, hours or other labor related including employee compensation matters; (ii) has withheld and reported . For purposes of all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wagesRequirements, salaries and other payments Parent has properly classified each person providing services to Parent Associates; (iii) is not liable for any arrears of wages as either an employee or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice)an independent contractor. (h) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a) The employment of the Parent Disclosure Schedule, the employment of each of the Parent Entities’ Acquiror’s employees is terminable by the applicable Parent Entity Acquiror at willwill (or otherwise in accordance with general principles of wrongful termination law). None The Acquiror has made available to the Company accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of Acquiror Associates to the extent currently effective and material. (b) As of the Parent Entities date hereof, no Key Employee has delivered to the Acquiror written notice of his or her intention to terminate his or her employment with the Acquiror. (c) The Acquiror is not a party to, bound by, or has a duty to bargain forunder, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees employees, and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parentthe Acquiror, seeking to represent any employees of any of the Parent EntitiesAcquiror. (bd) There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, job action, union, organizing activity, question concerning representation or any similar union activity or dispute, affecting the Acquiror. (e) The Acquiror neither is nor has been engaged in any unfair labor practice within the meaning of the National Labor Relations Act. There is no claim Legal Proceeding, claim, labor dispute or grievance pending or, to the Knowledge of Parentthe Acquiror, threatened or reasonably anticipated relating to any employment Contractcontract, privacy right, labor dispute, wages and hours, leave of absence, plant closing notification, harassment, retaliation, immigration, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration safety or discrimination matters matter involving any Parent Acquiror Associate, including charges of unfair labor practices or harassment discrimination complaints. Schedule 3.13(e)(i) of the Acquiror Disclosure Letter lists all written and describes all non-written employee benefit plans (as defined in Section 3(3) of ERISA) and all bonus, equity-based, incentive, deferred compensation, retirement or supplemental retirement, profit sharing, severance, golden parachute, vacation, cafeteria, dependent care, medical care, employee assistance program, education or tuition assistance programs and other similar fringe or employee benefit plans, programs or arrangements, including any employment or executive compensation or severance agreements, written or otherwise, which are currently in effect relating to any Acquiror Associate or which is maintained by, administered or contributed to by, or required to be contributed to by, the Acquiror or any Acquiror Affiliate, or under which the Acquiror or any Acquiror Affiliate has any current or may incur liability after the date hereof (each, an “Acquiror Employee Plan”). Schedule 3.13(e)(ii) of the Acquiror Disclosure Letter lists all agreements pursuant to which the Acquiror Severance Obligations and Acquiror Gross-Up Obligations (each as defined in Section 3.13(p)), if any, may become payable and the amounts payable thereunder (assuming the Effective Time and terminations of all Acquiror employees on September 30, 2011). (cf) Parent has delivered or made available With respect to the Company an accurate and complete listAcquiror Options, by country and as of the date hereof, of: (i) each Parent Employee Plan; Acquiror Option intended to qualify as an “incentive stock option” under Section 422 of the Code, to the Knowledge of the Acquiror, so qualifies, (ii) each Parent Employee Agreement; grant of an Acquiror Option was duly authorized no later than the Grant Date by all necessary corporate action, including, as applicable, approval by the Board of Directors of the Acquiror (or a duly constituted and authorized committee thereof or a duly authorized officer of the Acquiror) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each Acquiror Option grant was made in accordance with the terms of the Acquiror Stock Plan or the Terminated Acquiror Stock Plan, as the case may be, and all work other applicable laws and regulatory rules or requirements and (together with all policies and supplements related theretoiv) and employee manuals and handbooks relating to employees the per share exercise price of any Parent Entityeach Acquiror Option was no less than the fair market value of a share of Acquiror Common Stock on the applicable Grant Date. (dg) Each of the Parent Entities and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent Acquiror Employee Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Employee Plan that is intended to be Tax qualified under applicable Legal Requirements is so Tax qualifiedSection 401(a) of the Code has received a favorable determination letter or opinion letter with respect to such qualified status from the Internal Revenue Service. To the Knowledge of the Acquiror, and no event nothing has occurred and no circumstance or condition exists that could reasonably be expected to result in adversely affect the disqualification qualified status of any such Parent the Acquiror Employee Plan or the exempt status of any related trust. (h) Each Acquiror Employee Plan has been maintained in compliance, in all material respects, with its terms and, both as to form and operation, with all applicable Legal Requirements, including without limitation, the Code and ERISA. (i) The Acquiror has not engaged in any transaction in violation of Sections 404 or 406 of ERISA or any “prohibited transaction,” as defined in Section 4975(c)(1) of the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code, or has otherwise violated the provisions of Part 4 of Title I, Subtitle B of ERISA. The Acquiror has not knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Acquiror Employee Plan subject to ERISA and has not been assessed any civil penalty under Section 502(l) of ERISA. (j) No Acquiror Employee Plan is subject to Title IV or Section 302 of ERISA or Section 412 of the Code, and neither the Acquiror nor any Acquiror Affiliate has ever maintained, contributed to or partially or completely withdrawn from, or incurred any obligation or liability with respect to, any such plan. No Acquiror Employee Plan is a Multiemployer Plan, and neither the Acquiror nor any Acquiror Affiliate has ever contributed to or had an obligation to contribute, or incurred any liability in respect of a contribution, to any Multiemployer Plan. No Acquiror Employee Plan is a Multiple Employer Plan. (ek) None No Acquiror Employee Plan provides for medical or death benefits beyond termination of the Parent Entitiesservice or retirement, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: other than (i) Parent Pension Plan subject pursuant to Title IV of ERISA; COBRA or an analogous state law requirement or (ii) death or retirement benefits under an Acquiror Employee Plan qualified under Section 401(a) of the Code. (l) Except as set forth in Schedule 3.13(l) of the Acquiror Disclosure Letter, the Acquiror is not a party to any Contract that has resulted or could reasonably be expected to result, separately or in the aggregate, in the payment of (i) any “multiemployer planexcess parachute payment” within the meaning of Section 280G of the Code and (3)(37ii) of ERISA; or (iiiany amount the deduction for which would be disallowed under Section 162(m) plan described in Section 413 of the Code. None . (m) To the Knowledge of the Parent EntitiesAcquiror, and no Parent Affiliate, maintains, sponsors or contributes payment pursuant to any Parent Acquiror Employee Plan that is an employee welfare benefit plan or other arrangement to any “service provider” (as such term is defined in Section 3(1409A of the Code and the United States Treasury Regulations and IRS guidance thereunder) to the Acquiror, including the grant, vesting or exercise of any stock option, would subject any Person to tax pursuant to Section 409A(1) of ERISA) and that isthe Code, in whole whether pursuant to the Contemplated Transactions or in part, self-funded or self-insuredotherwise. (fn) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times The Acquiror has been, in compliance complied in all material respects with any Order or arbitration award of any courtall state and federal laws applicable to employees, arbitrator or any Governmental Body including but not limited to COBRA, FMLA, and HIPPA. (o) The Acquiror is in material compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours or other labor related matters; of work, and in each case, with respect to Employees: (iii) has withheld and reported all amounts required by applicable Legal Requirements law or by Contract agreement to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; Employees, (iiiii) is not liable for any arrears of wages wages, severance pay or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable any of the foregoing; , and (iviii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body governmental authority, with respect to unemployment compensation benefits, social security, social charges security or other benefits or obligations for Parent Associates Employees (other than routine payments to be made in the normal course of business and consistent with past practice). (h) . There are no actions, suits, claims or administrative matters pending, or to the Knowledge of the Acquiror as of the date hereof, threatened or reasonably anticipated against the Acquiror relating to any Acquiror employee, employment agreement or Acquiror Employee Plan. The Acquiror is no not party to a conciliation agreement, plan, arrangement consent decree or other Contract covering agreement or order with any Parent Associatefederal, and state, or local agency or governmental authority with respect to employment practices. To the Knowledge of the Acquiror, the Acquiror has no payments have been made material liability with respect to any Parent Associatemisclassification of: (A) any Person as an independent contractor rather than as an employee, that, in connection with the Merger, considered individually or considered collectively with (B) any other such Contracts or payments, willemployee leased from another employer, or could reasonably be expected to(C) any employee currently or formerly classified as exempt from overtime wages. Since January 1, be characterized as 2008, the Acquiror has not taken any action which would constitute a “parachute paymentplant closing” or “mass layoff” within the meaning of Section 280G(b)(2the WARN Act or similar state or local law, issued any notification of a plant closing or mass layoff required by the WARN Act or similar state or local law, or incurred any liability or obligation under WARN or any similar state or local law that remains unsatisfied. No terminations prior to the Closing would trigger any notice or other obligations under the WARN Act or similar state or local law. (p) Schedule 3.13(p) of the Code or give rise directly or indirectly Acquiror Disclosure Letter sets forth for each Acquiror Employee, including for each Key Employee, the (i) aggregate amount of cash severance tied to the payment such employee’s base salary each such employee is entitled to in connection with any termination of their employment, (ii) aggregate amount of any cash severance tied to such employee’s target or annual bonus, (iii) aggregate amount of COBRA reimbursement or payments, (iv) cash amount of any outplacement assistance, (v) aggregate value (minus any applicable aggregate exercise price) attributable to any equity acceleration (including Acquiror Options and Acquiror RSUs) that would not be deductible pursuant to Section 162(m) may occur as a result of the Code (transactions contemplated by this agreement or any comparable provision under state subsequent transactions or foreign Tax lawsevents (including a termination of employment). No Parent Entity , (vi) aggregate amount of cash payable for accrued vacation or paid time off ((i)-(vi), the “Acquiror Severance Obligation”), and (vii) the aggregate amount of any tax gross-up such employee is entitled to by contract or otherwise, including any gross-up as a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to result of imposition of Code Section 280G and 4999 of (such amount, the Code or for additional Taxes payable pursuant to Section 409A of the Code“Acquiror Gross-Up Obligation”).

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a‎3.15(a) of the Parent Disclosure Schedule, the employment of each of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Entities is a party to, or has a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parent, seeking to represent any employees of any of the Parent Entities. (b) There is no claim or grievance pending or, to the Knowledge of Parent, threatened relating to any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaints. (c) Parent has delivered or made available to the Company an accurate and complete list, by country and as of the date hereof, of: (i) each Parent Employee Plan; (ii) each Parent Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Entity. (d) Each of the Parent Entities and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Employee Plan. (e) None of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g‎3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (h) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a) of the Parent Disclosure Schedule, the employment of each of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Entities is a party to, or has a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parent, seeking to represent any employees of any of the Parent Entities. (bi) There is no claim not, and during the Look-Back Period there has not been, any labor strike, dispute, work stoppage or grievance pending lockout pending, or, to the Knowledge of Parent, threatened relating against or affecting the Company; (ii) to the Knowledge of Parent, no union organizational campaign is in progress with respect to the Badcock Employees and no question concerning representation of such Badcock Employees exists; (iii) the Company is not engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company pending, or, to the Knowledge of Parent, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of Parent, threatened, union grievances against the Company as to which there is a reasonable possibility of adverse determination; (vi) there are not any pending, or, to the Knowledge of Parent, threatened, charges against the Company or any of its current or former Badcock Employees before the Equal Employment Opportunity Commission or any state or local agency responsible for the prevention of unlawful employment practices; (vii) none of Newco BHF, Parent or the Company has received any communication during the Look-Back Period of the intent of any Governmental Body responsible for the enforcement of labor or employment Legal Requirements to conduct an investigation of the Company and, to the Knowledge of Parent, no such investigation is in progress; and (viii) the Company is in compliance in all material respects with all applicable Legal Requirements respecting employment and employment practices, terms and conditions of employment, worker classification, wages, hours of work, withholding and occupational safety and health. (b) No Badcock Employee is, to the Knowledge of Parent, a party to or bound by any Contract, or subject to any employment ContractOrder, wages and hoursthat may interfere with the use of such Person’s best efforts to promote the interests of the Company, leave of absence, plant closing notification, employment statute may conflict with the Company or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration the Contemplated Transactions or discrimination matters involving any Parent Associate, including charges of unfair labor practices that has had or harassment complaintswould reasonably be expected to have a Company Material Adverse Effect. (c) Parent To the Knowledge of Parent, the Company does not currently employ, nor since the Look-Back Date has delivered the Company employed, any Person who has not submitted to the Company facially adequate evidence of their right to work in the jurisdiction in which such Person was employed. (d) The Company is, and during the Look-Back Period has been, in compliance with the federal Workers Adjustment and Retraining Notification Act and all similar state or local Legal Requirements (“WARN”) and has no liabilities pursuant thereto. (e) Section 2.16(e) of the Company Disclosure Schedule contains a list of each material Badcock Benefit Plan. With respect to each material Badcock Benefit Plan, the Company has made available to the Company an accurate Issuer true and complete listcopies, by country and as of to the date hereofextent applicable, of: (i) the governing plan document and any amendments thereto in respect of each Parent Employee Plan; such Badcock Benefit Plan (or, in the case of any such Badcock Benefit Plan that is unwritten, a description thereof), (ii) each Parent Employee Agreementthe most recent annual report on Form 5500 (including all schedules and attachments thereto) filed with the IRS, (iii) the most recent summary plan description (or similar document) and any summaries of material modifications thereto, (iv) any related trust agreements, insurance or annuity contracts or other funding or financing arrangements, (v) the most recent determination, opinion or advisory letter from the IRS and any legal opinions issued thereafter with respect to such Badcock Benefit Plan’s continued qualification; and (iiivi) all work rules (together any material and non-routine notices, letters or other correspondence during the Look-Back Period with all policies and supplements related thereto) and employee manuals and handbooks relating to employees the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation or any Parent Entityother Governmental Body. (df) Each of the Parent Entities and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent Employee Badcock Benefit Plan has been established established, administered and maintained in all material respects in accordance with its terms and applicable Legal Requirements, including ERISA and the Code. There are no pending, or to the Knowledge of Parent, threatened Legal Proceedings or Actions (except routine claims for benefits) against or involving any Badcock Benefit Plan that could give rise to any material liability, and, to the Knowledge of Parent, there are not any facts or circumstances that could give rise to any material liability in the event of any such Legal Proceeding or Action. (g) Each Parent Employee Badcock Benefit Plan that is intended to be Tax a tax-qualified plan under applicable Legal Requirements Section 401(a) of the Code is so Tax qualified, and is the subject of a favorable determination letter, opinion letter or advisory letter, as applicable, from the IRS to the effect that such Badcock Benefit Plan and related trust is so qualified. To the Knowledge of Parent, no event has occurred and no circumstance or condition exists circumstances exist that could would reasonably be expected to result in materially and adversely affect the disqualification tax-qualification of any such Parent Employee Badcock Benefit Plan. (eh) None of the Parent EntitiesThe Company has not engaged in, and to the Knowledge of Parent, no Parent Affiliate, other “party in interest” or “disqualified person” with respect to any Badcock Benefit Plan has ever maintained, established, sponsored, participated engaged in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) any non-exempt “multiemployer planprohibited transaction” within the meaning of Section 4975 of the Code or Section 406 of ERISA that could, directly or indirectly (3)(37whether through indemnification or otherwise), subject the Company to any material Tax or sanctions on prohibited transactions imposed by Section 4975 of the Code or Title I of ERISA. (i) Neither the Company, nor any of its ERISA Affiliates, has during the Look-Back Period, contributed to, contributes to, has been required to contribute to, or otherwise participated in or participates in or in any way has any material liability, directly or indirectly (contingent or otherwise), with respect to (i) any plan subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA, including any “multiemployer plan” (within the meaning of Sections 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code) or any single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) that is subject to Sections 4063, 4064 or 4069 of ERISA or Section 413(c) of the Code; (ii) any “multiple employer plan” (within the meaning of Section 413(c) of the Code) or “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA; or (iii) except as set forth on Section 2.16(i) of the Company Disclosure Schedule, any plan described or arrangement that provides post-employment medical, life insurance or other welfare-type benefits to any current or former Badcock Employee (other than health continuation coverage required by Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA or otherwise as required by Legal Requirement). (j) Each Badcock Benefit Plan that is a “group health plan” within the meaning of Section 5000(b)(1) of the Code is in Section 413 compliance in material respects with the applicable terms of the Patient Protection and Affordable Care Act of 2010, as amended. Since the Look-Back Date, the Company has complied in all material respects with the annual health insurance coverage reporting requirements under Sections 6055 and 6056 of the Code. None Except as would not reasonably be expected to result in any material liability to Issuer, neither of the Parent EntitiesCompany or, to the Knowledge of Parent, any ERISA Affiliate has incurred, and to the Knowledge of Parent, (i) no Parent Affiliateevent has occurred, maintainsand (ii) no condition or circumstances exists, sponsors or contributes that could subject the Company to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) material penalty or excise Tax under Sections 4980D and 4980H of ERISA) and that is, in whole or in part, self-funded or self-insuredthe Code. (fk) Neither the execution nor delivery of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Planwould, Parent Employee Agreement, trust or loan that will or may result (either whether alone or in connection combination with any other circumstance event(s), (i) entitle any Badcock Employee, individual independent contractor or eventother individual service provider of the Company to, or result in any increase in the amount or enhancement to the terms of, any severance pay, unemployment compensation or any other payment or benefit, (ii) trigger any increased or accelerated contributions to any Badcock Benefit Plan or trigger funding of any Badcock Benefit Plan, (iii) accelerate the time of payment, vesting or funding or increase the amount or enhance the terms of compensation or benefits due to any Badcock Employee or individual independent contractor or other individual service provider of the Company, or (iv) result in any payment or benefit (whether in cash or property or the vesting of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect property) to any Parent Associate. “disqualified individual” (gas such term is defined in proposed Treasury Regulation Section 1.280G-1) Except that would, individually or in combination with any other payment, constitute an “excess parachute payment” (as set forth such term is defined in Part 3.15(gSection 280G(b)(1) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, Code). The Company is not obligated in compliance in all material respects with any Order or arbitration award of way to pay any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours gross up or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements payment or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment indemnification amount relating to any trust Tax that could be imposed under Sections 280G, 409A or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (h) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code to any Badcock Employee or for additional Taxes payable pursuant to Section 409A other individual service provider of the CodeCompany.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a) of the Parent Disclosure Schedule, the employment of each of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Entities is a party to, or has a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and to the Knowledge of Parent there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parent, or seeking to represent any employees of any of the Parent Entities. (b) There is no claim or grievance pending or, to To the Knowledge of Parent, there is no material claim pending or threatened relating to any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, workplace safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaints. (c) Part 3.15(c) of the Parent has delivered or made available to the Company an accurate and complete listDisclosure Schedule sets forth, by country and as of the date hereofof this Agreement, ofa complete and accurate list of each material Employee Benefit Plan which is currently sponsored, maintained, contributed to, or required to be contributed to or with respect to which any potential liability is borne by any Parent Entity or any ERISA Affiliate of any Parent Entity (collectively, the “Parent Employee Plans”). No Parent Entity nor, to the Knowledge of Parent, any other person or entity, has made any commitment to modify, change or terminate any Parent Employee Plan, other than with respect to a modification, change or termination required by Legal Requirements. With respect to each material Parent Employee Plan, Parent has made available to Company, accurate and complete copies of the following documents: (i) each Parent Employee Planthe plan document and any related trust agreement, including amendments thereto; (ii) any current summary plan descriptions and other material communications to participants relating to the plan; (iii) each plan trust, insurance, annuity or other funding contract or service provider agreement related thereto; (iv) the most recent plan financial statements and actuarial or other valuation reports prepared with respect thereto, if any; (v) the most recent IRS determination or opinion letter, if any; (vi) copies of the most recent plan year nondiscrimination and coverage testing results for each plan subject to such testing requirements; and (vii) the most recent annual reports (Form 5500) and all schedules attached thereto for each Parent Employee Agreement; Plan that is subject to ERISA and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating Code reporting requirements. The Parent Employee Plans are transferrable to employees of any Parent EntityParent. (d) Each Neither Parent nor any ERISA Affiliate of Parent has, during the past six (6) years from the date hereof, maintained, established, sponsored, participated in or contributed to, or is obligated to contribute to, or otherwise incurred any obligation or liability (including any contingent liability) under, any “multiemployer plan” (as defined in Section 3(37) of ERISA) or any “pension plan” (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or Section 412 of the Code. Neither Parent Entities nor any ERISA Affiliate has, as of the date of this Agreement, any actual or potential withdrawal liability (including any contingent liability) for any complete or partial withdrawal (as defined in Sections 4203 and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification 4205 of ERISA) from any such Parent Employee Planmultiemployer plan. (e) None of the Parent Entities, and no Parent Affiliatenor any ERISA Affiliate of Parent, has ever has, during the last six (6) years from the date hereof, maintained, established, sponsored, participated in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliatenor any ERISA Affiliate of Parent, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither Except as set forth on Part 3.15(f) of the Parent Disclosure Schedule, neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, to the Knowledge of Parent, each of the Parent Entities and Parent Affiliates: (i) Affiliates is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body Legal Requirements respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (h) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code. (i) Notwithstanding any other representations and warranties in this Agreement, the representations and warranties set forth in Section 3.15 are the sole and exclusive representations and warranties of Parent and Merger Sub pertaining to employee and labor matters.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(aTo the Knowledge of the Parent: (i) no executive employee of the Parent Disclosure Scheduleor any Subsidiary thereof intends to terminate his employment with the Parent or any such Subsidiary, the employment of each as applicable; (ii) no executive employee of the Parent Entities’ employees is terminable by or any Subsidiary thereof has received an offer to join a business that may be competitive with the applicable Parent Entity at will. None business of such employee’s employer; and (iii) no executive employee of the Parent Entities or any Subsidiary thereof is a party toto or is bound by any confidentiality agreement, or has a duty to bargain for, any collective bargaining noncompetition agreement or other Contract (with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to Person) that may have an adverse effect on: (A) the Knowledge of Parent, seeking to represent any employees performance by such employee of any of his duties or responsibilities as an employee of Parent or any Subsidiary thereof; or (B) the business or operations of Parent Entitiesor any Subsidiary thereof. (b) To the Parent’s Knowledge, all persons who have performed independent contractor or consulting services for Parent or any Subsidiary thereof as independent contractors have been properly classified as such. (c) Neither Parent nor any Subsidiary thereof is a party to or bound by any union contract or collective bargaining agreement. (d) None of Parent or any Subsidiary thereof is, nor has ever been, engaged, in any unfair labor practice of any nature. There is are no claim slowdown, work stoppages, labor disputes or grievance union organizing activities, or any similar activities or disputes pending, or to the Parent’s Knowledge, threatened. There are no actions, suits, claims, labor disputes or grievances pending or, to the Knowledge of the Parent, threatened or reasonably anticipated relating to any employment Contractlabor, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration safety or discrimination matters involving any Parent AssociateEmployee, including charges of unfair labor practices or harassment discrimination complaints. (ce) Parent has delivered or made available to the Company an accurate and complete list, by country and as of the date hereof, of: (i) each Parent Employee Plan; (ii) each Parent Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Entity. (d) Each of the Parent Entities and Parent Affiliates has have performed in all material respects all obligations required to be performed by it under each Parent Employee Plan. Neither Parent nor any Parent Affiliate is in material default or violation of, and each the Parent has no Knowledge of any default or violation by any other party to, the terms of any Parent Employee Plan. Each Parent Employee Plan has in all material respects been established and maintained in all material respects substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Each Any Parent Employee Plan intended to be Tax qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, that is not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Parent Employee Plan. There are no claims or Legal Proceedings pending, or, to the Knowledge of the Parent, threatened or reasonably anticipated (other than routine claims for benefits), against any Parent Employee Plan or against the assets of any Parent Employee Plan. There are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of the Parent, threatened by the IRS, the United States Department of Labor, or any other Governmental Body with respect to any Parent Employee Plan. Neither the Parent nor any Parent Affiliate has ever incurred any penalty or tax with respect to any Parent Employee Plan under Section 502(i) of ERISA, under Sections 4975 through 4980 of the Code or under any other applicable Legal Requirements is so Tax qualified, Requirement. Parent and Parent Affiliates have timely made all contributions and other payments required by and due under the terms of each Parent Employee Plan. No Parent Employee Agreement and no event has occurred and no circumstance or condition exists that could Parent Employee Plan can reasonably be expected to result in the disqualification of any such Parent Employee Plan. (egross income inclusion pursuant to Section 409A(a)(1)(A) None of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within Code after the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insuredEffective Time. (f) Neither No Parent Employee Plan provides (except at no cost to the Parent or any Parent Affiliate), or reflects or represents any liability of the Parent or any Parent Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to Parent or any Parent Affiliate, neither Parent nor any Parent Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Parent Employee (either individually or to Parent Employees as a group) or any other Person that any such Parent Employee or other Person would be provided with retiree life insurance, retiree health benefits or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (g) Except as expressly required or provided by this Agreement, neither the execution or delivery of this Agreement nor the consummation of any of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employmentany additional or subsequent events) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), accelerationacceleration of any right, obligation or benefit, forgiveness of indebtednessIndebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent AssociateEmployee. (gh) Except as set forth in Part 3.15(g) of the Neither Parent Disclosure Schedule, each of the nor any Parent Entities and Parent AffiliatesAffiliate: (i) is, and at all times has been, violated or otherwise failed in compliance in all any material respects respect to comply with any Order or arbitration award of any court, arbitrator or any Governmental Body Legal Requirement respecting employment, employment practices, terms and conditions of employmentemployment or wages and hours, wagesincluding the health care continuation requirements of COBRA, hours or other labor related mattersthe requirements of the Family Medical Leave Act of 1993, as amended, the requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the provisions of any similar Legal Requirement; (ii) has withheld and reported all failed to withhold or report any amounts required by applicable Legal Requirements or by Contract to be withheld and or reported with respect to wages, salaries and other payments to Parent AssociatesEmployees; (iii) is not liable for any arrears of wages or any Taxes with respect thereto taxes or any interest or penalty for failure to comply with the Legal Requirements applicable to any of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges security or other benefits or obligations for Parent Associates Employees (other than routine payments to be made in the normal course of business and consistent with past practice). (h) . There is are no agreementpending or, planto the Knowledge of the Parent, arrangement threatened or other Contract covering reasonably anticipated claims or Legal Proceedings against Parent or any Parent Associate, and no payments have been made to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation Affiliate under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code worker’s compensation policy or for additional Taxes payable pursuant to Section 409A of the Codelong-term disability policy.

Employee and Labor Matters; Benefit Plans. (a) Section 2.17(a) of the Company Disclosure Schedule contains a true and complete list, as of the date of this Agreement, of all material Company Benefit Plans. As applicable with respect to each material Company Benefit Plan (other than any Company Benefit Plan that is sponsored by a professional employer organization (a “Company PEO Plan”)), the Company has made available to Buyer, true and complete copies of (to the extent applicable) (i) the governing plan document or agreement, including all amendments thereto, and in the case of an unwritten material Company Benefit Plan, a written summary of all material plan terms, (ii) all current trust documents, investment management contracts, custodial agreements, administrative services agreements and insurance and annuity contracts relating thereto, (iii) the current summary plan description and each summary of material modifications thereto, (iv) the two most recently filed annual reports with any Governmental Body (e.g., Form 5500 and all schedules thereto), (v) the most recent IRS determination, opinion or advisory letter, (vi) the most recent summary annual reports, nondiscrimination testing reports, actuarial reports, financial statements and trustee reports, (vii) all records, notices and filings for the period since the Relevant Date and ending on the date hereof concerning IRS or Department of Labor or other Governmental Body inquiries, audits or investigations, or concerning “prohibited transactions” within the meaning of Section 406 of ERISA or Section 4975 of the Code, (viii) all policies and procedures established to comply with the privacy and security rules of the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations promulgated thereunder, all as amended from time to time (collectively “HIPAA”), and (ix) any written reports constituting a valuation of the Company Units used by the Company for purposes of Sections 409A or 422 of the Code, whether prepared internally by the Company or by an outside, third-party valuation firm. As applicable with respect to each material Company PEO Plan, the Company has made available to Buyer a true and complete copy of the current summary plan description and each summary of material modifications thereto. (b) Each Company Benefit Plan other than a Company PEO Plan and, to the Knowledge of the Company, each Company PEO Plan, has been maintained, operated and administered in compliance in all material respects with its terms and any related documents or agreements and the applicable provisions of ERISA, the Code, the Patient Protection and Affordable Care Act, as amended and as applicable, and all other Laws. (c) Each Company Benefit Plan (but to the Knowledge of the Company with respect to any Company PEO Plan) that is intended to meet the qualification requirements of Section 401(a) of the Code has received a determination letter or opinion letter from the IRS on which it may currently rely to the effect that such Company Benefit Plan is qualified under Section 401(a) of the Code and the related trusts are exempt from federal income Taxes under Section 501(a) of the Code, respectively, and to the Knowledge of the Company, nothing has occurred that would reasonably be expected to materially adversely affect the qualification of such Company Benefit Plan or the tax exempt status of the related trust. (d) Except as set forth in Part 3.15(aon Section 2.17(d) of the Parent Company Disclosure Schedule, neither the employment Company nor any Company ERISA Affiliate maintains, contributes to, is required to contribute to, or has any actual or contingent liability, or has since the Relevant Date, maintained, contributed to, or been required to contribute to, or had any actual or contingent liability, with respect to, any “employee benefit plan” (within the meaning of each Section 3(3) of ERISA) that is (i) subject to Title IV or Section 302 of ERISA or Section 412 of the Parent Entities’ employees is terminable Code, (ii) a “multiemployer plan” (within the meaning of Section 3(37) of ERISA), (iii) maintained by more than one employer (within the meaning of Section 413 of the Code) or (iv) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA). (e) There are no pending audits or investigations, and during the period since the Relevant Date ending on the date hereof have been no audits or investigations, by any Governmental Body involving any Company Benefit Plan (but to the Knowledge of the Company with respect to any Company PEO Plan), and no pending or, to the Knowledge of the Company, reasonably threatened claims (except for individual claims for benefits payable in the normal operation of the Company Benefit Plans), suits or proceedings involving any Company Benefit Plan, any fiduciary thereof or service provider thereto, or any pending application or filing under a government-sponsored voluntary compliance, self-correction or similar program, in any case except as would not be reasonably expected to result in material liability to the Company. All contributions and premium payments required to have been made by the Company or any Company ERISA Affiliate under any of the Company Benefit Plans or by applicable Parent Entity at will. Law (without regard to any waivers granted under Section 412 of the Code), have been timely made or properly accrued in all material respects and neither the Company nor any Company ERISA Affiliate has any material liability for any unpaid contributions with respect to any Company Benefit Plan. (f) None of the Parent Entities Company, nor any Company ERISA Affiliate, nor to the Knowledge of the Company, any fiduciary, trustee or administrator of any Company Benefit Plan, has engaged in, or in connection with the Contemplated Transactions will engage in, any transaction with respect to any Company Benefit Plan that would result in the imposition of a material Tax, penalty or liability for a non-exempt “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code. To the Knowledge of the Company, nothing has occurred with respect to any Company Benefit Plan that has resulted in, or could reasonably be expected to result in, a penalty or other liability under Section 502 of ERISA, an excise tax under the Code, liability to the Pension Benefit Guaranty Corporation, other than premium payments, or any Tax under Code Section 4980H. (g) Except as set forth on Section 2.17(g) of the Company Disclosure Schedule, no Company Benefit Plan, other than a Company PEO Plan, provides death, medical, dental, vision, life insurance or other welfare benefits beyond termination of service or retirement other than coverage mandated by Law and neither the Company nor any Company ERISA Affiliate has made a written or oral representation promising the same. (h) Neither the execution of this Agreement, nor the consummation of the Contemplated Transactions (either alone or when combined with the occurrence of any other event, including without limitation, a termination of employment), will (i) result in any payment becoming due to any current or former employee, director, officer, or independent contractor of the Company or any of its Subsidiaries, (ii) increase any amount of compensation or benefits otherwise payable under any Company Benefit Plan, (iii) result in the acceleration of the time of payment, funding or vesting of any benefits under any Company Benefit Plan, (iv) require any contribution or payment to fund any obligation under any Company Benefit Plan or (v) limit the right to merge, amend or terminate any Company Benefit Plan other than a Company PEO Plan, or to withdraw participation from any Company PEO Plan. (i) Neither the execution of this Agreement, nor the consummation of the Contemplated Transactions (either alone or when combined with the occurrence of any other event, including without limitation, a termination of employment) will result in the receipt or retention by any Person who is a “disqualified individual” (within the meaning of Code Section 280G) of any payment or benefit that is or could be characterized as an “excess parachute payment” (within the meaning of Code Section 280G). (j) Except as set forth on Section 2.17(j) of the Company Disclosure Schedule, each Company Benefit Plan or other agreement, arrangement, practice or program providing for deferred compensation that constitutes a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code and the regulations promulgated thereunder) is, and has been, established, administered and maintained in compliance with the requirements of Section 409A of the Code and the regulations promulgated thereunder in all material respects. (k) No current or former employee, officer, director, independent contractor or other service provider of the Company or any of its Subsidiaries is entitled to any gross up or other right or assurance of reimbursement for any Taxes imposed under Code Section 409A or Code Section 4999 pursuant to any Company Benefit Plan or agreement or arrangement with the Company or any of its Subsidiaries. (l) No Company Benefit Plan is maintained for the benefit of any current or former service provider of the Company or any of its Subsidiaries who works outside of the United States or, except for a Company PEO Plan, otherwise is subject to the Laws of any Governmental Body other than those of the United States. (m) Neither the Company nor any of its Subsidiaries is, nor has ever been, a party to, bound by, or has a duty to bargain forunder, any collective bargaining agreement or other Contract with a labor organization union, labor organization, or works council representing any of its employees similar Person, and there are is no labor organizations union, labor organization, or works councils representing, purporting to represent similar Person representing or, to the Knowledge of Parentthe Company, purporting to represent or seeking to represent any employees of any the Company, including through the filing of the Parent Entities. (b) a petition for representation election. There is no claim not, and has not been since the Relevant Date, any pending or grievance pending threatened strike, slowdown, work stoppage, lockout, union election petition, demand for recognition, or any similar activity or dispute, or, to the Knowledge of Parentthe Company, threatened relating any union organizing activity, against the Company or any of its Subsidiaries. No event has occurred, and, to the Knowledge of the Company, no condition or circumstance exists, that might directly or indirectly be likely to give rise to or provide a basis for the commencement of any employment Contractsuch strike, wages and hours, leave of absence, plant closing notification, employment statute or regulationslowdown, work rule (together with all policies and supplements related thereto)stoppage, privacy rightlockout, labor union election petition, demand for recognition, any similar activity or dispute, safetyor, retaliationto the Knowledge of the Company, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaintsunion organizing activity. (c) Parent has delivered or made available to the Company an accurate and complete list, by country and as of the date hereof, of: (i) each Parent Employee Plan; (ii) each Parent Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Entity. (dn) Each of the Parent Entities Company and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Employee Plan. (e) None of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) Subsidiaries is, and at all times since the Relevant Date has been, in material compliance in with all material respects with any Order or arbitration award of any courtapplicable Laws respecting labor, arbitrator or any Governmental Body respecting employment, employment practices, and terms and conditions of employment, including worker classification, discrimination, harassment and retaliation, equal employment opportunities, fair employment practices, meal and rest periods, immigration, employee safety and health, payment of wages (including overtime wages), unemployment and workers’ compensation, leaves of absence, and hours or other labor related matters; of work. Except as would not be reasonably likely to result in a material liability to the Company, with respect to employees of the Company, each of the Company, since the Relevant Date: (iii) has withheld and reported all amounts required by applicable Legal Requirements Law or by Contract agreement to be withheld and reported with respect to wages, salaries and other payments payments, benefits, or compensation to Parent Associates; employees, (iiiii) is not liable for any arrears of wages (including overtime wages), severance pay or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable any of the foregoing; , and (iviii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body Body, with respect to unemployment compensation benefits, social securitydisability, social charges security or other benefits or obligations for Parent Associates employees (other than routine payments to be made in the normal course Ordinary Course of business and consistent with past practiceBusiness). Except as set forth on Section 2.17(n) of the Company Disclosure Schedule, there are no actions, suits, claims, charges, lawsuits, investigations, audits or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company relating to any employee, applicant for employment, consultant, employment agreement or Company Benefit Plan (other than routine claims for benefits). (ho) There is no agreementExcept as set forth on Section 2.17(o) of the Company Disclosure Schedule or as would not be reasonably likely to result in a material liability to the Company, planwith respect to each individual who currently renders services to the Company, arrangement the Company has accurately classified each such individual as an employee, independent contractor, or other Contract covering otherwise under all applicable Laws and, for each individual classified as an employee, the Company has accurately classified him or her as exempt from or ineligible for overtime under all applicable Laws. Except as set forth on Section 2.17(o) of the Company Disclosure Schedule, the Company does not have any Parent Associatematerial liability with respect to any misclassification of: (i) any Person as an independent contractor rather than as an employee, (ii) any employee leased from another employer, or (iii) any employee currently or formerly classified as exempt from or ineligible for overtime under all applicable Laws. (p) Since the Relevant Date, neither the Company nor any of its Subsidiaries has implemented any “plant closing” or “mass layoff” of employees that would reasonably be expected to require notification under the WARN Act or any similar state or local Law, and no payments have such “plant closing” or “mass layoff” will be implemented before the Closing Date without advance notification to and approval of Buyer, and there has been made to any Parent Associate, that, in connection with no “employment loss” as defined by the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” WARN Act within the meaning of 90 days prior to the Closing Date. (q) Except as set forth on Section 280G(b)(22.17(q) of the Code Company Disclosure Schedule, there is not currently, and since the Relevant Date has there been, any Legal Proceeding, claim, unfair labor practice charge or give rise directly complaint, labor dispute or indirectly grievance pending or, to the payment of any amount that would not be deductible pursuant to Section 162(m) Knowledge of the Code (Company, threatened against the Company relating to labor, employment, employment practices, or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 terms and conditions of the Code or for additional Taxes payable pursuant to Section 409A of the Codeemployment.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a‎2.15(a) of the Parent Company Disclosure Schedule, the employment of each of the Parent Company Entities’ employees is terminable by the applicable Parent Company Entity at will. None of the Parent Company Entities is a party to, or has a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parentthe Company, seeking to represent any employees of any of the Parent Company Entities. (b) There is no claim or grievance pending or, to the Knowledge of Parentthe Company, threatened relating to any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Company Associate, including charges of unfair labor practices or harassment complaints. (c) Parent The Company has delivered or made available to the Company Parent an accurate and complete list, by country and as of the date hereof, of: (i) each Parent Company Employee Plan; (ii) each Parent Company Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Company Entity. (d) Each of the Parent Company Entities and Parent Company Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Company Employee Plan, and each Parent Company Employee Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Company Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Company Employee Plan. (e) None of the Parent Company Entities, and no Parent Company Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Company Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Company Entities, and no Parent Company Affiliate, maintains, sponsors or contributes to any Parent Company Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Company Employee Plan, Parent Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Company Associate. (g) Except as set forth in Part 3.15(g‎2.15‎(g) of the Parent Company Disclosure Schedule, each of the Parent Company Entities and Parent Company Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Company Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Company Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (h) There is no agreement, plan, arrangement or other Contract covering any Parent Company Associate, and no payments have been made to any Parent Company Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Company Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a(i) of There is not, and during the Parent Disclosure Schedule, the employment of each of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Entities is a party to, or Look-Back Period there has a duty to bargain fornot been, any collective bargaining agreement labor strike, dispute, work stoppage or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representinglockout pending, purporting to represent or, to the Knowledge of ParentIssuer, seeking threatened against or affecting any Issuer Company; (ii) to represent any the Knowledge of Issuer, no union organizational campaign is in progress with respect to the employees of any Issuer Company and no question concerning representation of the Parent Entities. such employees exists; (biii) There no Issuer Company is no claim engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or grievance pending complaints against any Issuer Company pending, or, to the Knowledge of ParentIssuer, threatened relating to threatened, before the National Labor Relations Board; (v) there are not any employment Contractpending, wages and hoursor, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaints. (c) Parent has delivered or made available to the Knowledge of Issuer, threatened, union grievances against any Issuer Company an accurate and complete listas to which there is a reasonable possibility of adverse determination; (vi) there are not any pending, by country and as or, to the Knowledge of Issuer, threatened, charges against any Issuer Company or any of their current or former employees before the Equal Employment Opportunity Commission or any state or local agency responsible for the prevention of unlawful employment practices; (vii) no Issuer Company has received any communication during the Look-Back Period of the date hereofintent of any Governmental Body responsible for the enforcement of labor or employment Legal Requirements to conduct an investigation of any Issuer Company and, of: (i) each Parent Employee Plan; (ii) each Parent Employee Agreementto the Knowledge of Issuer, no such investigation is in progress; and (iiiviii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Entity. (d) Each of the Parent Entities and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements Issuer Company is so Tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Employee Plan. (e) None of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body all applicable Legal Requirements respecting employment, employment and employment practices, terms and conditions of employment, worker classification, wages, hours or other labor related matters; (ii) has withheld of work, withholding and reported all amounts required by applicable Legal Requirements or by Contract to be withheld occupational safety and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice)health. (hb) There is no agreementNo employee of any Issuer Company is, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment Knowledge of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is Issuer, a party to or bound by any Contract, or subject to any Order, that may interfere with the use of such Person’s best efforts to promote the interests of the Issuer Companies, may conflict with any Issuer Company or the Contemplated Transactions or that has had or would reasonably be expected to have an Issuer Material Adverse Effect. (c) To the Knowledge of Issuer, no Issuer Company currently employs, nor since the Look-Back Date has any obligation under any Contract to compensate Issuer Company employed, any Person for excise Taxes payable who has not submitted to the Issuer Company facially adequate evidence of their right to work in the jurisdiction in which such Person was employed. (d) Each Issuer Company is, and during the Look-Back Period has been, in compliance with WARN and has no liabilities pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Codethereto.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(aSection 4.17(a) of the Parent Disclosure Schedule, the employment of each Schedule sets forth a true and complete listing of the employees and consultants of Parent Entities’ employees is terminable by the applicable Parent Entity at will. None as of the Closing Date (each, respectively, a “Parent Entities is Employee” or a party to, or has a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parent, seeking to represent any employees of any of the “Parent Entities. (b) There is no claim or grievance pending or, to the Knowledge of Parent, threatened relating to any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related theretoConsultant”), privacy rightincluding, labor disputeas applicable, safetyeach such person’s name, retaliationjob title(s) or function(s) (including board positions) and job location, immigration current salary or discrimination matters involving any Parent Associatewage, including charges of unfair labor practices and current status (as to full time or harassment complaints. (c) part time, exempt or nonexempt and temporary or leave status and as to classification as an employee, consultant or independent contractor). Parent has delivered or made available to the Company an accurate a true and complete list, by country and as copy of the date hereof, of: (i) each Parent Employee Plan; (ii) each Parent Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Entity. (d) Each of the Parent Entities and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, Plan that is not a PEO Plan and each Parent Employee Plan that is a PEO Plan that has been established provided to the Company and maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualifiedthe employee handbook for Parent, if any, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Employee Plan. (e) None of the Parent Entitiesall other employment policies, and no Parent Affiliateif any, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes currently applicable to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insuredParent Consultant. (fb) Neither the execution To Parent’s Knowledge, no officer or executive of this Agreement nor the consummation of the Contemplated Transactions will Parent has disclosed any plans to terminate his or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection her employment with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent AssociateXxxxxx. (gc) Except as set forth in Part 3.15(gSection 4.17(c) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: : (i) isParent has paid or made provision for payment of all salaries and wages, which became payable to any Parent Employee prior to the Closing Date and at all times has been, is in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body all applicable Laws respecting employment, employment and employment practices, terms and conditions of employment, collective bargaining, immigration, wages, hours and benefits, non-discrimination in employment, workers’ compensation, including Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Equal Employment Opportunity Act of 1972, ERISA, the Equal Pay Act of 1963, the National Labor Relations Act of 1935, the Fair Labor Standards Act of 1938, the Americans with Disabilities Act of 1990, the Vietnam Era Veterans’ Reemployment Act, the Family and Medical Leave Act of 1993, the Occupational Safety and Health Act and any and all similar applicable state and local Laws; (ii) Parent has not received a notice, citation, complaint or charge asserting any violation or liability under the Occupational Safety and Health Act or any similar applicable Law regulating employee health and safety; (iii) (a) no Parent Employee is represented by any labor union or other labor related mattersrepresentative with respect to his or her employment with Parent; (iib) Parent is not bound by any labor, collective bargaining agreement or similar arrangement; (c) to Parent’s Knowledge, no petition has been filed nor has any proceeding been instituted by any employee or group of employees with the National Labor Relations Board or similar Governmental Authority seeking recognition of a collective bargaining agreement; (d) to Parent’s Knowledge, there are no Persons attempting to represent or organize or purporting to represent for bargaining purposes any employees of Parent; and (e) since January 1, 2021, there has not occurred and, to Parent’s Knowledge, there has not been threatened any strikes, slowdowns, picketing, work stoppages or concerted refusals to work or other similar labor activities with respect to employees of Parent; (iv) Parent has not received notice of any charge or complaint pending before the Equal Employment Opportunity Commission or similar Governmental Authority alleging unlawful discrimination in employment practices, or before the National Labor Relations Board or similar Governmental Authority alleging any unfair labor practice by Parent, nor, to Parent’s Knowledge, has any such charge been threatened; (v) all Parent Employees are employed on an at-will basis and their employment can be terminated at any time for any reason without any amounts being owed to such individual other than with respect to wages, compensation and benefits accrued before such termination; and all Parent Consultants can be terminated at any time for any reason without notice or any amounts being owed to such individual other than with respect to compensation or payments accrued before such termination; (vi) since January 1, 2023, Parent has not effectuated a “plant closing” or a “mass layoff” (as such terms are defined in the WARN Act); and (vii) to Parent’s Knowledge, any individual performing services for Parent who has been classified as an independent contractor has been correctly classified as such; (viii) Parent (a) has withheld and reported all material amounts required by applicable Legal Requirements Law or by Contract agreement to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; employees, and (iiib) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body Authority, with respect to unemployment compensation benefits, social security, social charges security or other benefits or obligations for Parent Associates employees (other than routine payments to be made in the normal course Ordinary Course of business Business); and (ix) no current or former employee of Parent has, since January 1, 2021, asserted any legal claims either orally or in writing to Parent concerning violations of any of the following Laws or regulations: labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and consistent termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. (d) Each Parent Employee Plan other than a PEO Plan, and to Parent’s Knowledge, each Parent Employee Plan that is a PEO Plan, that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter with respect to such qualified status from the IRS. To Parent’s Knowledge, nothing has occurred that would reasonably be expected to adversely affect the qualified status of any such Parent Employee Plan or the exempt status of any related trust. (e) Each Parent Employee Plan other than a PEO Plan, and to Parent’s Knowledge, each Parent Employee Plan that is a PEO Plan, has been established, maintained and operated in compliance, in all material respects, with its terms all applicable Law, including, without limitation, the Code, ERISA and the Affordable Care Act. No Legal Proceeding (other than those relating to routine claims for benefits) is pending or, to Parent’s Knowledge, threatened with respect to any Parent Employee Plan (other than any PEO Plan). All payments and/or contributions required to have been made with respect to all Parent Employee Plans other than PEO Plans, and to the Parent’s Knowledge, PEO Plans, either have been made or have been accrued in accordance with the terms of the applicable Parent Employee Plan and applicable Law. (f) Neither Parent nor any of its ERISA Affiliates maintains, contributes to or is required to contribute to, or has, in the past practice)six (6) years, maintained, contributed to, or been required to contribute to (i) any “employee benefit plan” that is or was subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) a Multiemployer Plan, (iii) any funded welfare benefit plan within the meaning of Section 419 of the Code, (iv) any Multiple Employer Plan, or (v) any Multiple Employer Welfare Arrangement. Neither Parent nor any of its ERISA Affiliates has ever incurred any liability under Title IV of ERISA. (g) No Parent Employee Plan provides for medical or other welfare benefits to any service provider beyond termination of service or retirement, other than (i) pursuant to COBRA or an analogous state law requirement or (ii) continuation coverage through the end of the month in which such termination or retirement occurs. Parent does not sponsor or maintain any self-funded medical or long-term disability benefit plan that is not a PEO Plan. (h) There is no agreementExcept as otherwise provided in this Agreement or under applicable Law, plan, arrangement or other Contract covering neither the execution and delivery of this Agreement nor the consummation of the Merger shall result in (i) any Parent Associate, and no payments have been made payment becoming due to any Parent AssociateEmployee or Parent Consultant, that(ii) the provision of any benefits or other rights to any Parent Employee or Parent Consultant, in connection with (iii) the Mergerincrease, considered individually acceleration or considered collectively with provision of any other such Contracts or payments, willbenefits or other rights to any Parent Employee or Parent Consultant, whether or could reasonably be expected tonot any such payment, be characterized as right or benefit would constitute a “parachute payment” within the meaning of Section 280G(b)(2280G of the Code, (iv) require any contributions or payments to fund any obligations under any Parent Employee Plan, or (v) the forgiveness in whole or in part of any outstanding loans made by Parent to any Parent Employee or Parent Consultant. No payment, right or benefit that becomes due or accelerated as a result of the execution and delivery of this Agreement or the consummation of the Merger is an “excess parachute payment” within the meaning of Section 280G of the Code with respect to any current or give rise directly or indirectly to former employee of Parent. (i) Each Parent Employee Plan that constitutes in any part a nonqualified deferred compensation plan within the payment meaning of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the CodeCode has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (j) No Parent Employee Plan is subject to the laws of any jurisdiction other than the United States of America.

Employee and Labor Matters; Benefit Plans. (a) Except To the extent permitted by applicable Law, Parent has provided a list to the Company that is true and complete as set of the Capitalization Date with respect to all individuals who serve as employees of Parent or its Subsidiary setting forth in Part 3.15(aeach such employee’s (i) title and position, (ii) primary work location, (iii) salaried or hourly status, (iv) annual base salary or wage rate, (v) individual target bonus or commission opportunity, (vi) date of hire or years of service, and (vii) employer. Section 4.17(a) of the Parent Disclosure ScheduleSchedule separately sets forth, the for each Parent Associate who is an individual independent contractor engaged by Parent or its Subsidiary, such contractor’s name, duties and rate of compensation. (b) The employment of each of the Parent Entities’ Parent’s employees is terminable by the applicable Parent Entity at will. None Parent has made available to the Company accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of Parent Entities Associates to the extent currently effective and material. (c) Parent is not a party to, or has bound by the terms of, and does not have a duty to bargain forunder, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees employees, and there are no labor unions, labor organizations or works councils representing, purporting to represent similar employee groups representing or, to the Knowledge of Parent, purporting to represent or seeking to represent any employees of any Parent or its Subsidiary. (d) Section 4.17(d) of the Parent EntitiesDisclosure Schedule lists all Parent Employee Plans (other than employment arrangements which are terminable “at will” without any contractual obligation on the part of Parent or its Subsidiary to make any severance, termination, change in control or similar payment). (be) There Each Parent Employee Plan that is no claim intended to be qualified under Section 401(a) of the Code has received a favorable determination or grievance opinion letter with respect to such qualified status from the IRS. To the Knowledge of Parent, nothing has occurred that would reasonably be expected to adversely affect the qualified status of any such Parent Employee Plan or the exempt status of any related trust. (f) Each Parent Employee Plan has been established, maintained and operated in compliance, in all material respects, with its terms and with all applicable Laws, including, without limitation, the Code, ERISA and the Affordable Care Act. Parent and its Subsidiary have performed all material obligations required to be performed by them and are not in any material respect in default under or in violation under any Parent Employee Plan, nor to Knowledge of Parent, is any other party to any Parent Employee Plan in such default or violation. No Legal Proceeding (other than those relating to routine claims for benefits) is pending or, to the Knowledge of Parent, threatened relating with respect to any employment Contract, wages Parent Employee Plan and hours, leave no Parent Employee Plan is under audit or the subject of absence, plant closing notification, employment statute an audit or regulation, work rule (together other investigation by a Governmental Authority. All payments and/or contributions required to have been made with respect to all policies Parent Employee Plans either have been made or have been accrued in accordance with the terms of the applicable Parent Employee Plan and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaintsapplicable Law. (cg) Parent Neither Parent, its Subsidiary, nor any of their ERISA Affiliates maintains, sponsors, participates in, contributes to or is required to contribute to, or has delivered or made available any material Liability, including on account of an event occurring in the past six (6) years, with respect to the Company an accurate and complete list, by country and as of the date hereof, of: (i) each Parent Employee Plan; any “employee benefit plan” that is or was subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) each Parent Employee Agreement; and any other defined benefit pension plan, whether or not subject to ERISA (iii) all work rules a Multiemployer Plan, (together with all policies and supplements related theretoiv) and employee manuals and handbooks relating to employees any funded welfare benefit plan within the meaning of Section 419 of the Code, (v) any Parent EntityMultiple Employer Plan, or (vi) any Multiple Employer Welfare Arrangement. Neither Parent, its Subsidiary nor any of their ERISA Affiliates is subject to, or has ever incurred any liability under, Title IV of ERISA. (dh) Each No Parent Employee Plan promises or provides for medical or other welfare benefits to any service provider beyond termination of service or retirement, other than (i) pursuant to COBRA or an analogous state Law requirement or (ii) continuation coverage through the end of the month in which such termination or retirement occurs. Parent does not sponsor or maintain any self-funded medical or long-term disability benefit plan. (i) Neither Parent nor its Subsidiary, or, to the Knowledge of the Parent Entities and Parent Affiliates has performed in all material respects all obligations required or its Subsidiary, any of their respective directors, officers, employees or agents has, with respect to be performed by it under each any Parent Employee Plan, and each Parent Employee Plan has engaged in or been established and maintained a party to any non-exempt “prohibited transactions” (as defined in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance Section 4975 of the Code or condition exists Section 406 of ERISA) that could reasonably be expected to result in the disqualification imposition of a penalty assessed pursuant to Section 502(i) of ERISA or a Tax imposed by Section 4975 of the Code, in each case applicable to the Parent, its Subsidiary or any such Parent Employee Plan. (ej) None No Parent Employee Plan is subject to any Law of a foreign jurisdiction outside of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: United States. (ik) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Each Parent Employee Plan that is an employee welfare benefit plan constitutes in any part a “nonqualified deferred compensation plan” (as such term is defined in under Section 3(1409A(d)(1) of ERISAthe Code and the guidance thereunder) (each, a “Parent 409A Plan”) has been operated and that ismaintained in all material respects in operational and documentary compliance with the requirements of Section 409A of the Code and the applicable guidance thereunder. No payment to be made under any Parent 409A Plan is or, when made in whole or in partaccordance with the terms of the Parent 409A Plan, self-funded or self-insuredwill be subject to the penalties of Section 409A(a)(1) of the Code. (fl) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Planis in material compliance with all Employment-Related Laws and in each case, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g) the employees of the Parent Disclosure Schedule, each of the Parent Entities and Parent AffiliatesParent: (i) ishas reported and paid to the appropriate Governmental Authority, and at all times has beenor are holding for payment not yet due to such Governmental Authority, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements law or by Contract agreement to be withheld withheld, paid and reported with respect to wages, salaries and other payments to Parent Associates; employees, (ii) is not liable for any material amounts of arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing or any applicable Laws relating to the employment of labor and (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body Authority, with respect to unemployment compensation benefits, social security, social charges security or other benefits or obligations for Parent Associates employees (other than routine payments to be made in the normal course Ordinary Course of business Business). Parent and consistent its Subsidiary have paid in full to all their respective employees or adequately accrued in accordance with past practice)GAAP for all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees. There are no material Legal Proceedings, claims, labor disputes or organizing activities, or grievances pending or, to the Knowledge of Parent, threatened or reasonably anticipated against or involving Parent or any trustee of Parent relating to any employee, contingent worker, director, employment agreement or Parent Employee Plan (other than routine claims for benefits) or Employment-Related Laws. To the Knowledge of Parent, there are no material pending or threatened or reasonably anticipated claims or actions against Parent, any Parent trustee or any trustee of any Subsidiary under any workers’ compensation policy or long-term disability policy. Neither Parent nor the Subsidiary is a party to, or otherwise bound by, a conciliation agreement, consent decree, citation or other agreement or Order with any federal, state or local agency or Governmental Authority with respect to employees employment practices. (hm) Parent has no material liability with respect to any misclassification within the past four (4) years of: (i) any Person as an independent contractor rather than as an employee, (ii) any employee leased from another employer or (iii) any employee currently or formerly classified as exempt from overtime wages. Parent has not taken any action which would constitute a “plant closing” or “mass layoff” within the meaning of the WARN Act or any similar Law, issued any notification of a plant closing or mass layoff required by the WARN Act or any similar Law (nor has Parent been under any requirement or obligation to issue any such notification), or incurred any liability or obligation under the WARN Act or any similar Law that remains unsatisfied. (n) There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, job action, union, organizing activity, question concerning representation or any similar activity or dispute, affecting Parent. No event has occurred within the past six (6) months, and no condition or circumstance exists, that might directly or indirectly be likely to give rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, lockout, job action, union organizing activity, question concerning representation or any similar activity or dispute. (o) Parent is not, nor has Parent been, engaged in any material unfair labor practice within the meaning of the National Labor Relations Act. There is no material Legal Proceeding, claim, labor dispute or grievance pending or, to the Knowledge of Parent, threatened or reasonably anticipated relating to any employment contract, privacy right, labor dispute, wages and hours, leave of absence, plant closing notification, workers’ compensation policy, long-term disability policy, harassment, retaliation, immigration, employment statute or regulation, safety or discrimination matter involving any current or former employee of Parent, including charges of unfair labor practices or discrimination complaints. Neither Parent nor its Subsidiary nor any of their executive officers has received within the past three years any notice of intent by any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Parent or its Subsidiary and, to the Knowledge of Parent, no such investigation is in progress. (p) Since January 1, 2020: (i) no allegations of workplace sexual harassment, discrimination or other misconduct have been made, initiated, filed or, to the Knowledge of the Parent, threatened against Parent or its Subsidiary or any of their respective employees in their capacities as such, (ii) to the Knowledge of Parent, no incidents of any such workplace sexual harassment, discrimination or other misconduct have occurred, and (iii) neither Parent nor its Subsidiary have entered into any settlement agreement related to allegations of sexual harassment, discrimination or other misconduct by any of their employees directors, officers or employees described in clause (i) hereof or any independent contractor. (q) There is no contract, agreement, plan, plan or arrangement to which Parent or its Subsidiary is a party or by which it is bound to compensate any of its employees or other service providers for any income or excise taxes paid pursuant to the Code, including, but not limited to, Section 4999 or Section 409A of the Code. (r) There is no Parent Employee Plan nor any Contract covering any that Parent Associate, and no payments have been made or its Subsidiary is a party to any Parent Associate, that, as a result of the execution and delivery of this Agreement, the stockholder approval of this Agreement, or the consummation of the transactions contemplated hereby, could (either alone or in connection with the Merger, considered individually or considered collectively conjunction with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a event) (i) result in the payment of any “parachute payment” within the meaning of Section 280G(b)(2) 280G of the Code or give rise directly (ii) result in, or indirectly cause the accelerated vesting, payment, funding or delivery of, or increase the amount or value of, any payment or benefit to the payment any employee, officer, director or other service provider of any amount that would not be deductible pursuant to Section 162(m) of the Code (Parent or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Codeits Subsidiary.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a3.16(a) of the Parent Disclosure Schedule or as required by applicable Legal Requirements, the employment of each of the Bookham Corporations’ employees is terminable by the applicable Bookham Corporation at will. (b) Except as set forth in Part 3.16(b) of the Parent Disclosure Schedule, the employment of each none of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Entities Bookham Corporations is a party to, or has a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of the Parent, seeking to represent any employees of any of the Parent Entities. (b) Bookham Corporations. Since January 1, 2007, there has not been any strike, slowdown, work stoppage, lockout, job action, picketing, labor dispute, question concerning representation, union organizing activity, or any threat thereof, or any similar activity or dispute, affecting any of the Bookham Corporations or any of their employees. There is not now pending, and no Person has threatened to commence, any such strike, slowdown, work stoppage, lockout, job action, picketing, labor dispute, question regarding representation or union organizing activity or any similar activity or dispute. There is no claim or grievance pending or, to the Knowledge of Parent, threatened relating to any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaints. (c) The Parent has delivered or made available Made Available to the Company an accurate and complete list, by country and as of the date hereof, of each Parent Employee Plan and each Parent Employee Agreement. None of the Bookham Corporations intends, and none of the Bookham Corporations has committed, to establish or enter into any new Parent Employee Plan or Parent Employee Agreement, or to modify any Parent Employee Plan or Parent Employee Agreement (except to conform any such Parent Employee Plan or Parent Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to the Company in writing or as required by this Agreement). (d) Parent has delivered or Made Available to the Company accurate and complete copies of: (i) all documents setting forth the terms of each Parent Employee Plan and each Parent Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under applicable Legal Requirements in connection with each Parent Employee Plan; (iiiii) if the Parent Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Parent Employee Plan assets, if any; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA or any similar Legal Requirement with respect to each Parent Employee AgreementPlan; (v) all material written Contracts relating to each Parent Employee Plan, including administrative service agreements and group insurance contracts; (vi) all discrimination tests required under the Code for each Parent Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (iiivii) all work rules (together the most recent IRS determination or opinion letter issued with all policies and supplements related theretorespect to each Parent Employee Plan intended to be qualified under Section 401(a) and employee manuals and handbooks relating to employees of any Parent Entitythe Code. (de) Each of the Parent Entities Bookham Corporations and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent Employee Plan has been established and maintained in all material respects in accordance with its terms terms. Any Parent Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. All Parent Pension Plans required to have been approved by any foreign Governmental Body have been so approved, no such approval has been revoked (or, to the Knowledge of Parent, has revocation been threatened) and applicable Legal Requirementsno event has occurred to the Knowledge of Parent since the date of the most recent approval or application therefor relating to any such Parent Pension Plan that would reasonably be expected to materially affect any such approval relating thereto or materially increase the costs relating thereto. Each Parent Employee Plan intended to be Tax tax qualified under applicable Legal Requirements is so Tax tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Employee Plan. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Parent Employee Plan. Each Parent Employee Plan (other than any Parent Employee Plan to be terminated prior to the Effective Time in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, any of the Bookham Corporations or any Parent Affiliate (other than any liability for ordinary administration expenses). There are no audits or inquiries pending or, to the Knowledge of Parent, threatened by the IRS, the DOL or any other Governmental Body with respect to any Parent Employee Plan. None of the Bookham Corporations, and no Parent Affiliate, has ever incurred: (i) any material penalty or tax with respect to any Parent Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code; or (ii) any material penalty or Tax under applicable Legal Requirements. Each of the Bookham Corporations and Parent Affiliates has made all contributions and other payments required by and due under the terms of each Parent Employee Plan. Neither the terms nor the performance of any Parent Employee Agreement or Parent Employee Plan could reasonably be expected to result in gross income inclusion after the Effective Time pursuant to Section 409A(a)(1)(A) of the Code. (ef) None of the Parent EntitiesBookham Corporations, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. No Parent Employee Plan is or has been funded by, associated with or related to a “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code. None of the Bookham Corporations, and no Parent EntitiesAffiliate, has ever maintained, established, sponsored, participated in or contributed to any Parent Pension Plan in which stock of any of the Bookham Corporations or any Parent Affiliate is or was held as a plan asset. The fair market value of the assets of each funded Parent Foreign Plan, the liability of each insurer for any Parent Foreign Plan funded through insurance, or the book reserve established for any Parent Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Parent Foreign Plan according to the reasonable actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Parent Foreign Plan, and no Contemplated Transaction will cause any such assets or insurance obligations to be less than such benefit obligations. There are no liabilities of the Bookham Corporations with respect to any Parent Employee Plan that are not properly accrued and reflected in the financial statements of the Parent in accordance with GAAP. (g) None of the Bookham Corporations, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. No Parent Employee Plan provides (except at no cost to the Bookham Corporations or any Parent Affiliate), or reflects or represents any liability of any of the Bookham Corporations or any Parent Affiliate to provide, post-termination or retiree life insurance, post-termination or retiree health benefits or other post-termination or retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to any of the Bookham Corporations or any Parent Affiliate, none of the Bookham Corporations nor any Parent Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Parent Associate (either individually or to Parent Associates as a group) or any other Person that such Parent Associate(s) or other Person would be provided with post-termination or retiree life insurance, post-termination or retiree health benefit or other post-termination or retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (fh) Neither Except as set forth in Part 3.16(h) of the Parent Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (gi) Except as set forth in Part 3.15(g3.16(i) of the Parent Disclosure Schedule, each of the Parent Entities Bookham Corporations and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto taxes or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (hj) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made or will be made to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity Bookham Corporation is a party to or has any obligation under any Contract to compensate any Person for excise Taxes taxes payable pursuant to Section 4999 of the Code or for additional Taxes taxes payable pursuant to Section 409A of the Code. (k) Since July 1, 2007, none of the Bookham Corporations has effectuated a “plant closing,” partial “plant closing,” “relocation”, “mass layoff” or “termination” (as defined in the WARN Act or any similar Legal Requirement) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of any of the Bookham Corporations.

Employee and Labor Matters; Benefit Plans. (a) To the knowledge of the Company, no Company officer or director is a party to or is bound by any noncompetition agreement or other Contract (with any Person) that may have a material effect on the business or operations of the Company. (b) Except as set forth provided in Part 3.15(a) the Company SEC Documents, as of the Parent Disclosure Scheduledate of this Agreement, the employment of each of the Parent Entities’ employees Company is terminable by the applicable Parent Entity at will. None of the Parent Entities is not a party to, or has nor does it have a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees Company Employee, and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge knowledge of Parentthe Company, seeking to represent any employees of any Company Employee. There is not now pending, and, to the knowledge of the Parent Entities. (b) Company, no Person has threatened in writing to commence, any strike, slowdown, work stoppage, lockout, job action, picketing, labor dispute, question regarding representation or union organizing activity or any similar activity. There is no material claim or grievance pending or, to the Knowledge knowledge of Parentthe Company, threatened in writing relating to any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Company Associate, including charges of unfair labor practices or harassment complaints. (c) Parent The Company has delivered or made available to the Company an Parent accurate and complete listcopies of, by country and as of the date hereof, ofof this Agreement: (i) documents setting forth the material terms of each Parent Company Employee Plan, including all amendments thereto and all related trust documents; (ii) the most recent annual report, if any, required under applicable Legal Requirements in connection with each Company Employee Plan; (iiiii) each Parent Employee Agreementall administrative service agreements and group insurance contracts; and (iiivi) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks material correspondence since October 1, 2004 to or from any Governmental Body relating to employees of any Parent EntityCompany Employee Plan. (d) Each Except as contained in the Company SEC Documents, each of the Parent Entities Company and Parent Company Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Company Employee Plan, and each Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could except as would not reasonably be expected to result in the disqualification of any such Parent Employee Plan. (e) None of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Codea Company Material Adverse Effect. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Each Company Employee Plan that is an employee welfare benefit plan (as such term is defined can be amended, terminated or otherwise discontinued after the Closing in Section 3(1) of ERISA) and that isaccordance with its terms, in whole or in partwithout material liability to Parent, self-funded or self-insured. (f) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator Company or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates Company Affiliate (other than routine payments to be made in the normal course of business and consistent with past practiceany liability for ordinary administration expenses). (h) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.

Employee and Labor Matters; Benefit Plans. (a) Section 4.17(a) of the PubCo Disclosure Schedule contains a complete and accurate list of all PubCo’s employees as of the date of this Agreement, setting forth for each employee: (i) their names; (ii) their job position or title; (iii) whether they are classified as exempt or non-exempt for wage and hour purposes; (iv) their base salaries, base hourly wage or contract rate, as applicable; and (v) their target bonus rates or target commission rates. (b) Section 4.17(b) of the PubCo Disclosure Schedule contains a complete and accurate list providing services as of the date hereof, of the independent contractors, consultants and other service providers engaged by PubCo and classified by PubCo as other than employees, or compensated other than through wages paid by PubCo through PubCo’s payroll department (“Contingent Workers”), showing for each Contingent Worker such Contingent Worker’s (i) name; and (ii) description of services provided to the business; (v) fee or compensation arrangements. (c) Except as set forth in Part 3.15(aSection 4.17(c) of the Parent PubCo Disclosure Schedule, the employment of each of the Parent Entities’ PubCo’s employees is terminable by PubCo at will without advance notice, severance, or other cost or Liability. PubCo has made available to the applicable Parent Entity at will. None Company accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the Parent Entities employment of PubCo Associates to the extent currently effective and material. (d) PubCo is not a party to, or has is not bound by, and does not have a duty to bargain forunder, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees employees, and there are no labor organizations or works councils representing, purporting to represent representing or, to the Knowledge of ParentPubCo, purporting to represent or seeking to represent any employees of PubCo. There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, job action, union, organizing activity, question concerning representation or any similar activity or dispute, affecting PubCo. To the Knowledge of PubCo, no event has occurred within the past six (6) months, and no condition or circumstance exists, that might directly or indirectly be likely to give rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, lockout, job action, union organizing activity, question concerning representation or any similar activity or dispute. PubCo is not, nor has PubCo been, engaged in any Unfair Labor Practice within the meaning of the Parent EntitiesNational Labor Relations Act. (be) There Section 4.17(e) of the PubCo Disclosure Schedule sets forth a true, complete and correct list of every material PubCo Employee Plan. (f) True, complete and correct copies of the following documents, with respect to each PubCo Employee Plan, where applicable, have previously been made available to the Company: (i) all documents embodying or governing such PubCo Employee Plan (or for unwritten PubCo Employee Plans a written description of the material terms of such PubCo Employee Plan) and any funding medium for the PubCo Employee Plan; (ii) the most recent IRS determination or opinion letter; (iii) the most recently filed Form 5500; (iv) the most recent actuarial valuation report; (v) the most recent summary plan description (or other descriptions provided to employees) and all modifications thereto; (vi) the last three years of non-discrimination testing results; and (vii) all non-routine correspondence to and from any governmental agency. (g) Each PubCo Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or approval letter from the IRS with respect to such qualification, or may rely on an opinion letter issued by the IRS with respect to a prototype plan adopted in accordance with the requirements for such reliance, or has time remaining for application to the IRS for a determination of the qualified status of such PubCo Employee Plan for any period for which such PubCo Employee Plan would not otherwise be covered by an IRS determination and, to the Knowledge of PubCo, no claim event or grievance omission has occurred that would reasonably be expected to cause any PubCo Employee Plan to lose such qualification or require corrective action to the IRS or Employee Plan Compliance Resolution System to maintain such qualification. (h) Each PubCo Employee Plan is and has been established, operated and administered in all material respects, in accordance with its terms and all applicable Law, including, the Code, ERISA and the Affordable Care Act. No Employee Plan is, or within the past six years has been, the subject of an application or filing under a government sponsored amnesty, voluntary compliance, or similar program, or been the subject of any self-correction under any such program. No Legal Proceeding (other than those relating to routine claims for benefits) is pending or, to the Knowledge of ParentPubCo, threatened relating with respect to any employment ContractPubCo Employee Plan and, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaints. (c) Parent has delivered or made available to the Company an accurate and complete listKnowledge of PubCo, by country and as there is no reasonable basis for any such Legal Proceeding. All payments and/or contributions required to have been made with respect to all PubCo Employee Plans either have been made or have been accrued in accordance with the terms of the date hereof, of: (i) each Parent applicable PubCo Employee Plan; (ii) each Parent Plan and applicable Law. The PubCo Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Entity. (d) Each of the Parent Entities and Parent Affiliates has performed Plans satisfy in all material respects all obligations the minimum coverage, affordability and nondiscrimination requirements under the Code. (i) Neither PubCo nor Merger Sub has ever maintained, contributed to, or been required to be performed by it under each Parent Employee contribute to or had any liability or obligation (including on account of any ERISA Affiliate) with respect to (whether contingent or otherwise) (i) any “employee benefit plan” that is or was subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) a Multiemployer Plan, (iii) any funded welfare benefit plan within the meaning of Section 419 of the Code, (iv) any Multiple Employer Plan, or (v) any Multiple Employer Welfare Arrangement. Neither PubCo nor any of its ERISA Affiliates has ever incurred any liability under Title IV of ERISA that has not been paid in full. (j) Neither PubCo nor any of its ERISA Affiliates provides or has any obligation to provide health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by COBRA or similar state Law) and each Parent PubCo has never promised to provide such post-termination benefits. (k) Each PubCo Employee Plan may be amended, terminated, or otherwise modified (including cessation of participation) by PubCo to the greatest extent permitted by applicable Law, including the elimination of any and all future benefit accruals thereunder (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under PubCo Employee Plans prior to the Effective Time) and no employee communication or provision of any PubCo Employee Plan has failed to effectively reserve the right of PubCo or Merger Sub to so amend, terminate or otherwise modify such PubCo Employee Plan. Neither PubCo nor Merger Sub has announced its intention to modify or terminate any PubCo Employee Plan or adopt any arrangement or program which, once established, would come within the definition of a PubCo Employee Plan. Each asset held under each PubCo Employee Plan may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. (l) Except as set forth in Section 4.17(l) of the PubCo Disclosure Schedule, no PubCo Employee Plan provides for medical or any other welfare benefits to any service provider beyond termination of service or retirement, other than pursuant to (i) COBRA or an analogous state law requirement, or (ii) continuation coverage through the end of the month in which such termination or retirement occurs. PubCo does not sponsor or maintain any self-funded medical or long-term disability employee benefit plan. (m) No PubCo Employee Plan is subject to any Law of a foreign jurisdiction outside of the United States. (n) The per share exercise price of each PubCo Option is no less than the fair market value of a share of PubCo Common Stock on the date of grant of such PubCo Option determined in a manner consistent with Section 409A of the Code. Each PubCo Employee Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been established operated and maintained in all material respects in accordance operational and documentary compliance with its terms Section 409A of the Code and applicable Legal Requirementsguidance thereunder. Each Parent No payment to be made under any PubCo Employee Plan intended is, or to be Tax qualified under applicable Legal Requirements is so Tax qualifiedthe Knowledge of the Company, and no event has occurred and no circumstance or condition exists that could reasonably be expected will be, subject to result in the disqualification penalties of any such Parent Employee PlanSection 409A(a)(1) of the Code. (eo) None of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) PubCo is, and at all times during the past three (3) years has been, in material compliance in with all material respects with any Order or arbitration award of any courtapplicable federal, arbitrator or any Governmental Body state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, restrictive covenants, meal and rest periods, immigration status, unemployment compensation, workers’ compensation, employee safety and health, wages (including overtime wages), compensation, and hours or other labor related matters; of work, and in each case, with respect to the employees of PubCo: (iii) has withheld and reported all material amounts required by applicable Legal Requirements law or by Contract agreement to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; employees, (ii) is not liable for any arrears of wages, salaries, commissions, bonuses, fees, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body Authority, with respect to unemployment compensation benefits, social security, social charges security or other benefits or obligations for Parent Associates employees (other than routine payments to be made in the normal course Ordinary Course of business Business). There are no, and consistent there have not been during the past three (3) years, actions, suits, claims or administrative matters pending or, to the Knowledge of PubCo, threatened or reasonably anticipated against PubCo relating to any employee, employment agreement or PubCo Employee Plan (other than routine claims for benefits). To the Knowledge of PubCo, there are no pending or threatened or reasonably anticipated claims or actions against PubCo under any workers’ compensation policy or long-term disability policy. PubCo is not a party to a conciliation agreement, consent decree or other agreement or Order with past practice)any federal, state, or local agency or Governmental Authority with respect to employment practices. (hp) There is PubCo has no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made material liability with respect to any Parent Associatemisclassification within the past three (3) years of: (i) any Person as an independent contractor rather than as an employee, that, in connection with the Merger, considered individually or considered collectively with (ii) any other such Contracts or payments, willemployee leased from another employer, or could reasonably be expected to, be characterized (iii) any employee currently or formerly classified as exempt from overtime wages. PubCo has not taken any action which would constitute a “parachute paymentplant closing,” “business closing” or “mass layoff” within the meaning of the WARN Act or similar state or local law, issued any notification of a plant closing, business closing or mass layoff required by the WARN Act or similar state or local law, or incurred any liability or obligation under WARN or any similar state or local law that remains unsatisfied. During the ninety (90) day period preceding the date hereof, no employee or Contingent Worker has suffered an “employment loss” as defined in the WARN Act with respect to PubCo. (q) There is no, and there has not been during the past three (3) years, any Legal Proceeding, claim, labor dispute or grievance pending or, to the Knowledge of PubCo, threatened or reasonably anticipated relating to any employment contract, privacy right, labor dispute, wages and hours, leave of absence, plant closing notification, workers’ compensation policy, long-term disability policy, harassment, retaliation, immigration, employment statute or regulation, safety or discrimination matter involving any PubCo Associate, including charges of Unfair Labor Practices or discrimination complaints. (r) Section 4.17(r) of the PubCo Disclosure Schedule identifies each employee of PubCo who is subject to a non-competition, non-solicitation, confidentiality and/or invention assignment agreement with PubCo and includes a form of each such agreement. (s) In the last five (5) years, no allegations of sexual harassment, other unlawful harassment or unlawful discrimination or retaliation have been made with respect to any PubCo employee, officer, director, or independent contractor, and PubCo has not otherwise become aware of any such allegations. To the Knowledge of PubCo, there are no facts that would reasonably be expected to give rise to claim of sexual harassment, other unlawful harassment or unlawful discrimination or retaliation against or involving PubCo or any of PubCo’s employees, officers, directors or independent contractors. PubCo has not entered into any settlement agreement or conducted any investigation related to allegations of sexual harassment, other unlawful harassment or unlawful discrimination or retaliation by an employee, contractor, director, officer or other Representative of PubCo. (t) The consummation of the transactions contemplated in this Agreement will not (i) entitle any employee, officer, director, independent contractor or other service provider of PubCo to severance pay, unemployment compensation, bonus payment or any other payment, (ii) accelerate the time of payment for vesting of, or increase the amount of compensation due to, any such employee, officer, director, independent contractor or other service provider, or (iii) entitle any such employee, officer, director, independent contractor or other service provider to terminate, shorten or otherwise change the terms of his or her employment or engagement with PubCo. (u) PubCo is and at all relevant times has been in compliance with (i) COVID-19 related Laws, standards, regulations, Orders and guidance (including relating to business reopening), including those issued and enforced by the Occupational Safety and Health Administration, the Centers for Disease Control, the Equal Employment Opportunity Commission, and any other Governmental Authority; (ii) the Families First Coronavirus Response Act (including with respect to eligibility for Tax credits under such Act) and any other applicable COVID-19 related leave Law, whether state, local or otherwise. (v) No PubCo Employee Plan provides for any Tax “gross-up” or similar “make-whole” payments. (w) Neither the execution and delivery of this Agreement, the shareholder approval of this Agreement, nor the consummation of the transactions contemplated hereby, could (either alone or in conjunction with any other event) (i) result in, or cause the accelerated vesting payment, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer, director or other service provider of PubCo; (ii) further restrict any rights of PubCo to amend or terminate any PubCo Employee Plan; or (iii) result in any “parachute payment” as defined in Section 280G(b)(2) of the Code (whether or give rise directly or indirectly not such payment is considered to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax lawsreasonable compensation for services rendered). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a) The Parent has made available to Company a list setting forth, for each Parent Associate who is an employee of the Parent Disclosure Scheduleor any of its Subsidiaries, such employee’s name, employer, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the expected return), whether exempt from the Fair Labor Standards Act and applicable state law, annual salary (or if hourly, hourly rate), most recent annual bonus received and current annual bonus opportunity. The Parent has made available to Company a list setting forth, for each Parent Associate who is an individual independent contractor engaged by Parent or any of its Subsidiaries, such contractor’s name, duties and rate of compensation. (b) The employment of each of the Parent Entities’ Parent’s employees is terminable by the applicable Parent Entity at will. None Parent has made available to the Company accurate and complete copies of all employee manuals and handbooks, to the extent currently effective and material. (c) Parent Entities is not a party to, or has bound by the terms of, and does not have a duty to bargain forunder, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees employees, and there are no labor organizations or works councils representing, purporting to represent representing or, to the Knowledge of Parent, purporting to represent or seeking to represent any employees of any Parent. (d) Section 4.17(d) of the Parent EntitiesDisclosure Letter lists all Parent Employee Plans (other than employment arrangements which are terminable “at will” without any contractual obligation on the part of Parent or any of its Subsidiaries to make any severance, termination, change in control or similar payment and that are substantively identical to the employment arrangements made available to the Company). (be) There Each Parent Employee Plan that is no claim intended to be qualified under Section 401(a) of the Code has received a favorable determination or grievance opinion letter with respect to such qualified status from the IRS. To the Knowledge of Parent, nothing has occurred that would reasonably be expected to adversely affect the qualified status of any such Parent Employee Plan or the exempt status of any related trust. (f) Each Parent Employee Plan has been established, maintained and operated in compliance, in all material respects, with its terms all applicable Law, including, without limitation, the Code, ERISA and the Affordable Care Act. No Legal Proceeding (other than those relating to routine claims for benefits) is pending or, to the Knowledge of Parent, threatened relating with respect to any employment Contract, wages Parent Employee Plan. All payments and/or contributions required to have been made with respect to all Parent Employee Plans either have been made or have been accrued in accordance with the terms of the applicable Parent Employee Plan and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaintsapplicable Law. (cg) Neither Parent has delivered nor any of its ERISA Affiliates maintains, contributes to or made available is required to contribute to, or has, in the Company an accurate and complete listpast six (6) years, by country and as of the date hereofmaintained, of: contributed to or been required to contribute to (i) each Parent Employee Plan; any “employee benefit plan” that is or was subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) each Parent Employee Agreement; and a Multiemployer Plan, (iii) all work rules any funded welfare benefit plan within the meaning of Section 419 of the Code, (together with all policies and supplements related theretoiv) and employee manuals and handbooks relating to employees any Multiple Employer Plan, or (v) any Multiple Employer Welfare Arrangement. Neither Parent nor any of its ERISA Affiliates has ever incurred any Parent Entityliability under Title IV of ERISA. (dh) Each of the Parent Entities and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each No Parent Employee Plan provides for medical or other welfare benefits to any service provider beyond termination of service or retirement, other than (1) pursuant to COBRA or an analogous state law requirement or (2) continuation coverage through the end of the month in which such termination or retirement occurs. Parent does not sponsor or maintain any self-funded medical or long-term disability benefit plan. (i) No Parent Employee Plan is subject to any law of a foreign jurisdiction outside of the United States. (j) Each Parent Employee Plan that constitutes in any part a “nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of the Code and the guidance thereunder) (each, a “Parent 409A Plan”) has been established operated and maintained in all material respects in operational and documentary compliance with the requirements of Section 409A of the Code and the applicable guidance thereunder. No payment to be made under any Parent 409A Plan is or, when made in accordance with its the terms and applicable Legal Requirements. Each of the Parent Employee Plan intended 409A Plan, will be subject to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification penalties of any such Parent Employee PlanSection 409A(a)(1) of the Code. (ek) None Parent is in material compliance with all Employment-Related Laws and in each case, with respect to the employees of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to anyParent: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all material amounts required by applicable Legal Requirements law or by Contract agreement to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; employees, (ii) is not liable for any material amounts of arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing and (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body Authority, with respect to unemployment compensation benefits, social security, social charges security or other benefits or obligations for Parent Associates employees (other than routine payments to be made in the normal course Ordinary Course of business and consistent Business). There are no material Legal Proceedings, claims, labor disputes or organizing activities, or grievances pending or, to the Knowledge of Parent, threatened or reasonably anticipated against or involving Parent or any trustee of Parent relating to any employee, contingent worker, director, employment agreement or Parent Employee Plan (other than routine claims for benefits) or Employment-Related Laws. To the Knowledge of Parent, there are no material pending or threatened or reasonably anticipated claims or actions against Parent, any Parent trustee or any trustee of any Subsidiary of Parent under any workers’ compensation policy or long-term disability policy. Parent is not a party to a conciliation agreement, consent decree or other agreement or Order with past practice)any federal, state or local agency or Governmental Authority with respect to employment practices. (hl) Parent has no material liability with respect to any misclassification within the past three (3) years of: (i) any Person as an independent contractor rather than as an employee, (ii) any employee leased from another employer or (iii) any employee currently or formerly classified as exempt from overtime wages. Parent has not taken any action which would constitute a “plant closing” or “mass layoff” within the meaning of the WARN Act, issued any notification of a plant closing or mass layoff required by the WARN Act (nor has Parent been under any requirement or obligation to issue any such notification), or incurred any liability or obligation under the WARN Act that remains unsatisfied. (m) To the Knowledge of Parent, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, job action, union, organizing activity, question concerning representation or any similar activity or dispute, with respect to any Parent Associate. No event has occurred within the past six months, and no condition or circumstance exists, that, to the Knowledge of Parent, might directly or indirectly be likely to give rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, lockout, job action, union organizing activity, question concerning representation or any similar activity or dispute. (n) Parent is not, nor has Parent been, engaged in any material unfair labor practice within the meaning of the National Labor Relations Act. There is no material Legal Proceeding, claim, labor dispute or grievance pending or, to the Knowledge of Parent, threatened or reasonably anticipated relating to any employment contract, privacy right, labor dispute, wages and hours, leave of absence, plant closing notification, workers’ compensation policy, long-term disability policy, harassment, retaliation, immigration, employment statute or regulation, safety or discrimination matter involving any current or former employee of Parent, including charges of unfair labor practices or discrimination complaints. (o) There is no contract, agreement, plan, plan or arrangement to which Parent or any of its Subsidiaries is a party or by which it is bound to compensate any of its employees or other Contract covering service providers for any income or excise taxes paid pursuant to the Code, including, but not limited to, Section 4999 or Section 409A of the Code. (p) Neither Parent Associate, and no payments have been made nor any of its Subsidiaries is a party to any Parent AssociateContract that as a result of the execution and delivery of this Agreement, thatthe stockholder approval of this Agreement, nor the consummation of the transactions contemplated hereby, could (either alone or in connection with the Merger, considered individually or considered collectively conjunction with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a event) (i) result in the payment of any “parachute payment” within the meaning of Section 280G(b)(2) 280G of the Code or give rise directly (ii) result in, or indirectly cause the accelerated vesting, payment, funding or delivery of, or increase the amount or value of, any payment or benefit to the payment any employee, officer, director or other service provider of any amount that would not be deductible pursuant to Section 162(m) of the Code (Parent or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Codeits Subsidiaries.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a2.14(a) of the Parent Disclosure Schedule, the employment of each none of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Entities Acquired Corporations is a party to, or has a duty to bargain for, any collective bargaining agreement, works council agreement or other Contract with a labor organization or works council representing any of its employees nor is any such Contract or agreement presently being negotiated. Except as would not, individually or in the aggregate, have (and there are would not reasonably be expected to have) a Material Adverse Effect: (i) no unfair labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parent, seeking to represent any employees of any of the Parent Entities. (b) There practice is no claim or grievance pending or, to the Knowledge of Parentthe Company, threatened relating and (ii) within the past three years, there has not been a slowdown, group work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Corporations or any of their employees and there is not now pending, or, to the Knowledge of the Company, threatened any such slowdown, group work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Except as would not have (and would not reasonably be expected to have) a Material Adverse Effect, none of the Acquired Corporations intends, and none of the Acquired Corporations has committed or communicated to any employment ContractCompany Associate an intent to establish or enter into any new Company Employee Plan or Company Employee Agreement, wages and hoursor to materially modify any Company Employee Plan or Company Employee Agreement in any way that could result in Liability to the Acquired Corporations (except to conform any such Company Employee Plan or Company Employee Agreement to the requirements of any applicable Legal Requirements, leave of absence, plant closing notification, employment statute in each case as previously disclosed to Parent in writing or regulation, work rule (together with all policies and supplements related theretoas required by this Agreement), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaints. (c) The Company has Made Available to Parent has delivered or made available to the Company an accurate and complete list, by country and as of the date hereof, copies of: (i) all documents setting forth the terms of each Parent material Company Employee Plan and each material Company Employee Agreement, including all amendments thereto and all related trust documents; (ii) the most recent annual reports/filings, if any, required under applicable Legal Requirements in connection with each Company Employee Plan; (iiiii) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA or any similar Legal Requirement with respect to each Parent Company Employee AgreementPlan; (iv) if such Company Employee Plan is funded through a trust or any third party funding vehicle, an accurate and complete copy of the trust or other funding agreement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (v) all material written Contracts relating to each Company Employee Plan, including administrative service agreements, group insurance contracts, premium contracts, group annuity contracts, stop-loss agreements, investment management agreements, policies relating to fiduciary liability insurance covering the fiduciaries of a Company Employee Plan, subscription and participation agreements and recordkeeping agreements; (vi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan intended to be qualified under Section 401(a) of the Code; and (iiivii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks material correspondence, if any, to or from any Governmental Body relating to employees of such Company Employee Plan or to any Parent Entityinvestigation, claim or proceeding involving such Governmental Body. (d) Each Except as would not have (and would not reasonably be expected to have) a Material Adverse Effect, (i) each of the Parent Entities Acquired Corporations and Parent each of its ERISA Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Company Employee Plan, and is not in material default or violation of, and has no Knowledge of either any material default or violation by any other party to, or any circumstances that exist that are reasonably be expected to result in a material default or violation of, any Company Employee Plan, (ii) each Parent Company Employee Plan has been established established, maintained and maintained operated in all material respects in accordance with its terms and in compliance in all material respects with all applicable Legal Requirements. Each Parent , including ERISA (including Sections 406 and 407 thereof) and the Code (including Section 409A thereof), (iii) any Company Employee Plan intended to be Tax qualified under Section 401(a) of the Code and each trust intended to be qualified under Section 501(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code, (iv) each Company Employee Plan intended to be tax qualified under applicable Legal Requirements is so Tax tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Company Employee Plan. , (ev) None there are no claims or Legal Proceedings pending, threatened or, to the Knowledge of the Parent EntitiesCompany, reasonably anticipated (other than routine claims for benefits), against any Company Employee Plan or against the assets of any Company Employee Plan, and (vi) no Acquired Corporation has any obligation to gross up or otherwise reimburse any Company Associate for any Tax incurred by such person pursuant to Section 409A. Except as set forth on Part 2.14(d) of the Disclosure Schedule, none of the Acquired Corporations, and no Parent ERISA Affiliate, has ever maintained, established, sponsored, participated in in, or contributed to any: (i) Parent Company Pension Plan subject to Title IV of ERISAERISA or Section 412 of the Code; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None . (e) Except as would not have (and would not reasonably be expected to have) a Material Adverse Effect, with respect to each Company Employee Plan as to which any of the Parent EntitiesAcquired Corporations may incur any liability under, and or which is subject to, Section 302 or Title IV of ERISA or Section 412 of the Code, except as set forth in Part 2.14(e) of the Disclosure Schedule: (i) no Parent Affiliatesuch Company Employee Plan has been terminated so as to result or reasonably be likely to result, maintainsdirectly or indirectly, sponsors in any Liability of any of the Acquired Corporations or contributes any ERISA Affiliate under Title IV of ERISA that has not been satisfied in full as of the date hereof; (ii) no complete or partial withdrawal from such Company Employee Plan has been made by any of the Acquired Corporations or by any other Person, so as to result, or reasonably be likely to result, in any Liability to any Parent of the Acquired Corporations or any ERISA Affiliate; (iii) no proceeding has been initiated by any Person (including the Pension Benefit Guaranty Corporation (the “PBGC”)) to terminate any such Company Employee Plan or to appoint a trustee for any such Company Employee Plan; and (iv) to the Knowledge of the Company, no condition or event currently exists that is an could result, directly or indirectly, in any Liability of any of the Acquired Corporations under Title IV of ERISA, whether to the PBGC or otherwise, on account of the termination of or withdrawal from any such Company Employee Plan. Except as set forth in Part 2.14(e) of the Disclosure Schedule, no Company Employee Plan provides (except at no cost to the Acquired Corporations or any Affiliate of any Acquired Corporation), or reflects or represents any liability of any of the Acquired Corporations or any Affiliate of any Acquired Corporation to provide, post-termination or retiree life insurance, post-termination or retiree health benefits or other post-termination or retiree employee welfare benefit plan (benefits to any Person for any reason, except as such term is defined in Section 3(1) of ERISA) and that is, in whole may be required by COBRA or in part, self-funded or self-insuredother applicable Legal Requirements. (f) Neither Except as set forth in Part 2.14(f) of the Disclosure Schedule, or as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the Contemplated Transactions transactions contemplated hereby will or could reasonably be expected to (either alone or upon the occurrence of termination of employmentin combination with another event, whether contingent or otherwise) constitute an event under any Parent Company Employee Plan, Parent Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in (i) any payment (whether of bonus, change in control, retention, severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Company Associate. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements any payments or by Contract benefits to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment provided to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (h) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent Company Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts Contracts, payments or paymentsbenefits, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code Code; or give rise directly or indirectly to (iii) the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision excise tax gross-up under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(aSection 2.14(a) of the Parent Quoin Disclosure Schedule contains a list of all of Quoin’s current employees as of the date of this Agreement (the “Quoin Employees”), and correctly reflects: (i) their name and dates of hire; (ii) their position, full-time or part-time status, including each Quoin Employee’s classification as either exempt or non-exempt from the overtime requirements under any applicable law; (iii) their monthly base salary or hourly wage rate, as applicable; (iv) any other compensation payable to them including housing allowances, compensation payable pursuant to bonus (for the current fiscal year and the most recently completed fiscal year), deferred compensation or commission arrangements, overtime payment, vacation entitlement and accrued vacation or paid time-off balance, travel pay or car maintenance or car entitlement, sick leave entitlement and accrual, recuperation pay entitlement and accrual, entitlement to pension arrangement and/or any other provident fund (including manager’s insurance and education fund), their respective contribution rates and the salary basis for such contributions, and notice period entitlement; (v) the city/country of employment, citizenship, manager’s name and work location, date of birth, any material special circumstances (including pregnancy, disability or military service), and (vi) any promises or commitments made to any of the Quoin Employees, whether in writing or not, with respect to any future changes or additions to their compensation or benefits listed in Section 2.14(a) of the Quoin Disclosure Schedule. Other than as listed in Section 2.14(a) of the Quoin Disclosure Schedule, the employment of each of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Entities is a party to, or has a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and (i) there are no labor organizations or works councils representingother employees employed by the Quoin, purporting to represent or, to the Knowledge of Parent, seeking to represent any and (ii) all current and former employees of Quoin have signed an employment agreement substantially in the form delivered or made available to Cellect. Other than their base salary, the Quoin Employees are not entitled to any payment or benefit that may be reclassified as part of their determining salary for all intent and purposes, including for the social contributions. Details of any Person who has accepted an offer of employment made by Quoin but whose employment has not yet started are contained in Section 2.14(a) of the Parent EntitiesQuoin Disclosure Schedule. (b) There is no claim or grievance pending orSection 2.14(b) of the Quoin Disclosure Schedule contains a list of all of Quoin current independent contractors and consultants and, for each, such individual’s compensation and benefits, the initial date of such individual’s engagement, the term of the engagement, period of notice entitlement prior to the Knowledge of Parent, threatened relating to any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaintstermination notice entitlement. (c) Parent Section 2.14(c) of the Quoin Disclosure Schedule lists, as of the date of this Agreement, all written and describes all non-written employee benefit plans (as defined in Section 3(3) of ERISA) and all bonus, equity-based, retention, incentive, deferred compensation, retirement or supplemental retirement, profit sharing, severance, change in control, golden parachute, disability, life or accident insurance, paid time off, vacation, cafeteria, dependent care, medical care, employee assistance program, education or tuition assistance programs, fringe or employee benefit, and all other compensation, plans, programs, agreements or arrangements, including but not limited to any employment, consulting, independent contractor, severance or executive compensation agreements or arrangements (other than regular salary or wages), written or otherwise, which are currently in effect relating to any present or former employee, independent contractor or director of Quoin or any Quoin Affiliate, or which is maintained by, administered or contributed to by, or required to be contributed to by, Quoin or any Quoin Affiliate, or under which Quoin or any Quoin Affiliate has any current or may incur any future Liability (each, an “Quoin Employee Plan”) (other than offer letters with non-officer employees which are materially consistent with forms delivered or made available by the Quoin prior to the Company an accurate and complete list, by country and as execution of the date hereof, of: (i) each Parent Employee Plan; (ii) each Parent Employee this Agreement; equity grant notices, and (iii) all work rules (together related documentation, with all policies and supplements related thereto) and employee manuals and handbooks relating respect to the employees of any Parent EntityQuoin; and agreements with consultants entered into in the Ordinary Course of Business and which are materially consistent with forms delivered or made available by Quoin prior to the execution of this Agreement). (d) Each of the Parent Entities and Parent Affiliates has performed in all material respects all obligations required With respect to be performed by it under each Parent Quoin Employee Plan, Quoin has made available to Cellect a true and each Parent complete copy of, to the extent applicable: (i) such Quoin Employee Plan has been established including any amendments thereto; (ii) the three (3) most recent annual reports (Form 5500) as filed with the United States Department of Labor, including any financial statements and maintained in actuarial reports; (iii) each currently effective trust agreement related to such Quoin Employee Plan; (iv) the most recent summary plan description, with any summary of material modifications, prospectus or other summary for each Quoin Employee Plan; (v) the most recent United States Internal Revenue Service determination or opinion letter or analogous ruling under foreign law issued with respect to any Quoin Employee Plan; (vi) all material respects notices, letters or other correspondence to or from any Governmental Body or agency thereof within the last three (3) years; (vii) all non-discrimination and compliance tests for the most recent three (3) plan years; and (viii) all material written agreements and Contracts currently in accordance with its terms and applicable Legal Requirements. Each Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualifiedeffect, including (without limitation) administrative service agreements, group annuity contracts, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Employee Plangroup insurance contracts. (e) None Each Quoin Employee Plan that is intended to be qualified under Section 401(a) of the Parent EntitiesCode has received a favorable determination or may rely on a favorable opinion letter with respect to such qualified status from the United States Internal Revenue Service. To the Knowledge of Quoin, nothing has occurred that would reasonably be expected to adversely affect the qualified status of any such Quoin Employee Plan or the exempt status of any related trust. (f) Each Quoin Employee Plan has been operated and maintained in compliance, in all material respects, with its terms and, both as to form and operations, with all applicable Legal Requirements, including the Code and ERISA. Neither Quoin nor any Quoin Affiliate is subject to any Liability or penalty under Sections 4976 through 4980 of the Code or Title I of ERISA with respect to any of the Quoin Employee Plans. All contributions required to be made by Quoin or any Quoin Affiliate to any Quoin Employee Plan have been made on or before their due dates (and no further contributions will be due or will have accrued thereunder as of the Closing Date, other than contributions accrued in the Ordinary Course of Business consistent with past practice). (g) Neither Quoin nor any Quoin Affiliate has engaged in any transaction in violation of Sections 404 or 406 of ERISA or any “prohibited transaction,” as defined in Section 4975(c)(1) of the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code, or has otherwise violated the provisions of Part 4 of Title I, Subtitle B of ERISA. Neither Quoin, nor any Quoin Affiliate has knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Quoin Employee Plan subject to ERISA, and no Parent Affiliateneither Quoin nor any Quoin Affiliate has been assessed any civil penalty under Section 502(l) of ERISA. (h) No suit, administrative proceeding, action or other litigation has been initiated against, or to the Knowledge of Quoin, is threatened, against or with respect to any Quoin Employee Plan, including any audit or inquiry by the United States Internal Revenue Service, United States Department of Labor or other Governmental Body. (i) No Quoin Employee Plan is subject to Title IV or Section 302 of ERISA or Section 412 of the Code, and neither Quoin nor any Quoin Affiliate has ever maintained, established, sponsored, participated in or contributed to any: or partially or completely withdrawn from, or incurred any obligation or Liability with respect to, any such plan. No Quoin Employee Plan is a Multiemployer Plan, and neither Quoin nor any Quoin Affiliate has ever contributed to or had an obligation to contribute, or incurred any Liability in respect of a contribution, to any Multiemployer Plan. No Quoin Employee Plan is a Multiple Employer Plan. (j) No Quoin Employee Plan provides for medical, welfare, retirement or death benefits beyond termination of service or retirement, other than (i) Parent Pension Plan subject pursuant to Title IV of ERISA; COBRA or an analogous state law requirement or (ii) “multiemployer plan” within the meaning of death or retirement benefits under a Quoin Employee Plan qualified under Section (3)(37401(a) of ERISA; or (iii) plan described in Section 413 of the Code. None Except as provided in Section 2.14(c) of the Parent EntitiesQuoin Disclosure Schedule and identified as a self-funded plan, and no Parent Affiliate, maintains, neither Quoin nor any Quoin Affiliate sponsors or contributes to maintains any Parent Employee Plan that is an self-funded employee welfare benefit plan plan. No Quoin Employee Plan is subject to any Legal Requirement of any jurisdiction outside of the United States. (k) To the Knowledge of Quoin, no payment pursuant to any Quoin Employee Plan or other arrangement to any “service provider” (as such term is defined in Section 3(1409A of the Code and the regulations and guidance thereunder) from Quoin, including the grant, vesting or exercise of ERISA) and that isany stock option, in whole would subject any Person to Tax pursuant to Section 409A of the Code, whether pursuant to the Contemplated Transactions or in part, self-funded or self-insuredotherwise. (fl) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee PlanQuoin is in material compliance with all applicable foreign, Parent Employee Agreementfederal, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise)state and local laws, accelerationrules, forgiveness of indebtednessregulations, vestingorders, distributionrulings, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedulejudgments, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order decrees or arbitration award of any court, arbitrator or any Governmental Body awards respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, hours or other of work, labor related matters; relations, leave of absence requirements, occupational health and safety, privacy, harassment, retaliation, immigration and wrongful discharge and in each case, with respect to employees: (iii) has withheld and reported all amounts required by applicable Legal Requirements law or by Contract agreement to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; employees, (iiiii) is not liable for any arrears of wages wages, severance pay or any Taxes with respect thereto or any interest or penalty of any material amount for failure to comply with the Legal Requirements applicable any of the foregoing; , and (iviii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body Body, with respect to unemployment compensation benefits, social security, social charges security or other benefits or obligations for Parent Associates employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no actions, suits, claims or administrative matters pending, or to the Knowledge of Quoin, threatened or reasonably anticipated against Quoin relating to any employee, employment agreement, independent contractor, independent contractor agreement or Quoin Employee Plan. There are no pending or, to the Knowledge of Quoin, threatened or reasonably anticipated claims or actions against Quoin or any trustee of Quoin under any worker’s compensation policy or long term disability policy. Quoin is not a party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or Governmental Body with respect to employment practices. Quoin has good labor relations. (hm) There No current or former consultant or independent contractor of Quoin would reasonably be deemed to be a misclassified employee. Except as set forth on Section 2.13(m) of the Quoin Disclosure Schedule, no independent contractor or contractor is no agreement, plan, arrangement or other Contract covering eligible to participate in any Parent Associate, and no payments Quoin Employee Plan. Quoin does not have been made any material Liability with respect to any Parent Associatemisclassification of: (A) any Person as an independent contractor rather than as an employee, that, in connection with the Merger, considered individually or considered collectively with (B) any other such Contracts or payments, willemployee leased from another employer, or could reasonably be expected to, be characterized (C) any employee currently or formerly classified as exempt from overtime wages. Quoin has not taken any action which would constitute a “parachute paymentplant closing” or “mass layoff” within the meaning of Section 280G(b)(2the WARN Act or similar state or local law, issued any notification of a plant closing or mass layoff required by the WARN Act or similar state or local law, or incurred any Liability or obligation under WARN or any similar state or local law that remains unsatisfied. No terminations of employees of Quoin prior to the Closing would trigger any notice or other obligations under the WARN Act or similar state or local law. (n) of the Code No Quoin employee is covered by an effective or give rise pending collective bargaining agreement or similar labor agreement, and there has never been any threat of, any strike, slowdown, work stoppage, lockout, job action, union organizing activity, or any similar activity or dispute, affecting Quoin. No event has occurred, and no condition or circumstance exists, that might directly or indirectly be likely to give rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, lockout, job action, union organizing activity, question concerning representation or any similar activity or dispute. (o) Quoin is not, and has not been engaged in any unfair labor practice within the meaning of the National Labor Relations Act. There is no Legal Proceeding, claim, labor dispute or grievance pending or, to the payment Knowledge of Quoin, threatened or reasonably anticipated relating to any amount that would not be deductible pursuant employment contract, privacy right, labor dispute, wages and hours, leave of absence, plant closing notification, workers’ compensation policy or long term disability policy, harassment, retaliation, immigration, employment statute or regulation, safety or discrimination matter involving any Quoin Associate, including charges of unfair labor practices or discrimination complaints. (p) There is no Contract or arrangement to Section 162(m) of the Code (which Quoin or any comparable provision under state or foreign Tax laws). No Parent Entity Quoin Affiliate is a party to or has any obligation under any Contract by which it is bound to compensate any Person of its current or former employees, independent contractors or directors for additional income or excise Taxes payable paid pursuant to Section Sections 409A or 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code. (q) Except as set forth in Section 2.14(q) of the Quoin Disclosure Schedule, none of the execution and delivery of this Agreement, or the consummation of the Contemplated Transactions or any termination of employment or service or any other event in connection therewith or subsequent thereto will, individually or together or with the occurrence of some other event, (i) result in any payment (including severance, golden parachute, bonus or otherwise) becoming due to any employee, independent contractor or director of Quoin, (ii) materially increase or otherwise enhance any benefits otherwise payable by Quoin, (iii) result in the acceleration of the time of payment or vesting of any such benefits, except as required under Section 411(d)(3) of the Code, (iv) increase the amount of compensation due to any Person by Quoin or (v) result in the forgiveness in whole or in part of any outstanding loans made by Quoin to any Person. Each item set forth in Section 2.14(q) of the Quoin Disclosure Schedule has been duly and properly approved in accordance with any requirements under applicable law. (r) Except as noted on Section 2.14(r) of the Quoin Disclosure Schedule, all individuals employed by Quoin are employed at-will and Quoin has no employment or other agreements that contain any severance, change in control, termination pay liabilities, or advance notice requirements, and all agreements with independent contractors or consultants may be terminated by Quoin without penalty or Liability with thirty (30) days or less notice. (s) Quoin has paid all wages, bonuses, commissions, severance, and other benefits and sums due (and all required Taxes, insurance, social security and withholding thereon), including all accrued vacation, accrued sick leave, accrued benefits and accrued payments to its employees and former employees and individuals performing services as independent contractors or consultants, other than accrued amounts representing wages, bonuses, or commission entitlements due for the current pay period or for the reimbursement of legitimate expenses.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(aSection 2.12(a) of the Parent Company Disclosure ScheduleLetter lists each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), including all stock purchase, stock option, severance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation, profit-sharing, employee loan and all other employee benefit plans, agreements, programs or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transaction contemplated by this Agreement or otherwise), whether formal or informal, oral or written, under which (i) any current or former employee, director or consultant of any Acquired Company has any present or future right to benefits and which are contributed to, sponsored or maintained by any Acquired Company, or (ii) any Acquired Company has any present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the “Acquired Company Employee Plans.” (b) With respect to each Acquired Company Employee Plan, the employment of each of the Company has made available to Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Entities is a party tocurrent, or has a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees accurate and there are no labor organizations or works councils representing, purporting to represent complete copy (or, to the Knowledge of Parentextent no such copy exists, seeking to represent any employees of any of the Parent Entities. (ban accurate description) There is no claim or grievance pending orthereof and, to the Knowledge of Parentextent applicable (i) any related trust agreement or other funding instrument, threatened relating to any employment Contract(ii) the most recent IRS determination letter, wages if applicable, (iii) all summary plan descriptions and hours(iv) for the three most recent years (A) the Form 5500 and attached schedules, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies B) audited financial statements and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaints(C) actuarial valuation reports. (c) Parent Each Acquired Company Employee Plan has delivered or made available to been established, maintained and administered in accordance with its terms, and in substantial compliance with the Company an accurate applicable provisions of ERISA, the Code and complete list, by country and as of the date hereof, of: (i) each Parent Employee Planother applicable Legal Requirements; (ii) each Parent Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Entity. (d) Each of the Parent Entities and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent Acquired Company Employee Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Employee Plan which is intended to be Tax qualified under applicable Legal Requirements within the meaning of Code Section 401(a) is so Tax qualified, has received a favorable determination letter as to its qualification, and no event nothing has occurred and no circumstance or condition exists that could reasonably be expected to result in cause the disqualification loss of any such Parent Employee Plan. (e) None of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISAqualification; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan “reportable event” (as such term is defined in ERISA Section 3(14043) “prohibited transaction” (as such term is defined in ERISA Section 406 and Code Section 4975) or “accumulated funding deficiency” (as such term is defined in ERISA Section 302 and Code Section 412 (whether or not waived)) has occurred with respect to any Acquired Company Employee Plan, (iv) no Acquired Company has incurred any current or projected liability in respect of post-employment or post-retirement health, medical or life insurance benefits for current, former or retired employees of any Acquired Company, except as required to avoid any excise tax under Section 4980B of the Code or otherwise except as may be required pursuant to any other applicable Legal Requirements, (v) no event has occurred and no condition exists that would subject any Acquired Company, either directly or by reason of their affiliation with any member of their “Controlled Group” (defined as any organization which is a member of a controlled group of organizations within the meaning of Sections 414(b), (c), (m) or (o) of the Code), to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable laws, rules and regulations, (vi) no Acquired Company Employee Plan is a split-dollar life insurance program or otherwise provides for loans to executive officers (within the meaning of the Xxxxxxxx-Xxxxx Act of 2002), and (vii) for each Acquired Company Employee Plan with respect to which a Form 5500 has been filed, no material change has occurred with respect to the matters covered by the most recent Form 5500 since the date thereof. (d) None of the Acquired Company Employee Plans is subject to Title IV of ERISA and no Acquired Company, nor any member of the Controlled Group of any Acquired Company, has incurred any liability under Title IV of ERISA which remains unsatisfied. Neither any Acquired Company, nor any organization to which any Acquired Company is a successor or parent corporation within the meaning of Section 4069(b) of ERISA, has engaged in any transaction described in Sections 4069 or 4212(c) of ERISA. Within the five years preceding the date of this Agreement, neither any Acquired Company, nor any member of the Controlled Group of any Acquired Company, has incurred any liability under Title IV of ERISA. (e) No Acquired Company Employee Plan is a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) and that isneither any Acquired Company, nor any members of their Controlled Group has at any time sponsored or contributed to, or has or had any liability or obligation in whole or in partrespect of, self-funded or self-insuredany multiemployer plan. (f) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected With respect to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent each Acquired Company Employee Plan, Parent Employee Agreement(i) no actions, trust suits or loan claims (other than routine claims for benefits in the ordinary course) are pending or, to the knowledge of the Company, are threatened, (ii) no facts or circumstances exist that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect could give rise to any Parent Associatesuch actions, suits or claims, and (iii) no administrative investigation, audit or other proceeding by the Department of Labor, the Pension Benefit Guaranty Corporation, the Internal Revenue Service or other Governmental Bodies are pending, in progress, or to the knowledge of the Company, threatened. (g) Except as set forth in Part 3.15(gSection 2.12(g) of the Parent Company Disclosure ScheduleLetter, each none of the Parent Entities and Parent Affiliates: Acquired Companies has proposed or agreed to any increase in benefits under any Acquired Company Employee Plan (or the creation of new benefits) or change in employee coverage beyond current levels which would materially increase the expense of maintaining the Acquired Company Employee Plan above the level of expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. Except as set forth in Section 2.12(g) of the Company Disclosure Letter, none of the consummation of the transactions contemplated by this Agreement, the execution of this Agreement or shareholder approval of this Agreement (whether alone or in connection with any subsequent event(s)) will (i) is, and at all times has been, in compliance in all material respects with entitle any Order or arbitration award employee of any court, arbitrator Acquired Company to severance pay or any Governmental Body respecting employmentincrease in severance pay upon any termination of employment after the date of this Agreement, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements accelerate the time of payment or by Contract vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or result in any other material obligation pursuant to, any of the Acquired Company Employee Plans, (iii) limit or restrict the right of the Company to be withheld and reported merge, amend or terminate any of the Acquired Company Employee Plans, (iv) cause the Company to record additional compensation expense on its income statement with respect to wagesany Company Option, salaries and other or (v) result in payments to Parent Associates; (iii) is not liable for under any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is Acquired Company Employee Plans which would not liable for any payment to any trust or other fund governed by or maintained by or on behalf be deductible under Section 280G of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice)Code. (h) No Acquired Company Employee Plan covers employees of any Acquired Company outside of the United States. (i) There is no agreementContract, plan, plan or arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent Associate, Person that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or paymentsin the aggregate, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or will give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to by Parent, the Company or any of their respective subsidiaries by reason of Section 162(m) of the Code Code. (i) There are no controversies pending or threatened, between any comparable provision under state of the Acquired Companies and any of their respective employees which controversies have had, or foreign Tax laws). No Parent Entity would reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, and a description of each pending or threatened controversy is set forth in Section 2.12(j) of the Company Disclosure Letter; (ii) each of the Acquired Companies is in material compliance with all applicable Legal Requirements respecting employment and employment practices, terms and conditions of employment and wages and hours, employment discrimination, disability rights or benefits, equal opportunity, plant closure issues, affirmative action, workers’ compensation, severance payments, labor relations, employee leave issues, occupational safety and health requirements and unemployment insurance and related matters; (iii) none of the Acquired Companies is a party to or otherwise bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization and, within the last three years, there has not been any, and there is no pending or, to the knowledge of the Company, threatened, (A) labor strike, or (B) material arbitration, grievance, unfair labor practice charge or complaint, dispute, strike, picket, walkout, work stoppage, slow-down, other job action, lockout or organizational effort involving any obligation under Acquired Company; (iv) the Company is not obligated to make any Contract payments or provide any benefits to compensate any Person for excise Taxes payable pursuant to under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar plant closing or mass layoff law, such as California Labor Code Section 4999 1400 et seq.; and (v) except as set forth in Section 2.12(j) of the Code Company Disclosure Letter, all persons to whom any Acquired Company has made payments for the performance of services during the four-year period ending on the Closing have been properly classified as employees or non-employees for additional Taxes payable pursuant to Section 409A purposes of federal income and employment tax withholding and coverage under and participation in all of the CodeAcquired Company Employee Plans.

Employee and Labor Matters; Benefit Plans. (a) Except As applicable with respect to each material Benefit Plan, the Company has made available to Buyer, to the extent applicable, true and complete copies of (i) each Benefit Plan, including all amendments thereto, and in the case of an unwritten Benefit Plan, a written summary of all material plan terms, (ii) all current trust documents, investment management contracts, custodial agreements, administrative services agreements and insurance and annuity contracts relating thereto, (iii) the current summary plan description and each summary of material modifications thereto, (iv) the two most recently filed annual reports with any Governmental Authority (e.g., Form 5500 and all schedules thereto), (v) the most recent summary annual reports, nondiscrimination testing reports, actuarial reports, financial statements and trustee reports, and (vi) all non-routine records, notices and filings for the three (3)-year period ending on the date hereof concerning IRS or Department of Labor or other Governmental Authority inquiries, audits or investigations, or concerning “prohibited transactions” within the meaning of Section 406 of ERISA or Section 4975 of the Code. (b) Each Benefit Plan has been maintained, operated and administered in compliance in all material respects with its terms and any related documents or agreements and the applicable provisions of ERISA, the Code, the Patient Protection and Affordable Care Act, as set forth in Part 3.15(aamended and as applicable, and all other Laws. (c) The Benefit Plans which are “employee pension benefit plans” within the meaning of Section 3(2) of ERISA and which are intended to meet the qualification requirements of Section 401(a) of the Parent Code have received determination or opinion letters from the IRS on which they may currently rely to the effect that such plans are qualified under Section 401(a) of the Code and the related trusts are exempt from U.S. federal income taxes under Section 501(a) of the Code, respectively, and to the Knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification of such Benefit Plan or the tax exempt status of the related trust. (d) Neither the Company nor any Company ERISA Affiliate maintains, contributes to, is required to contribute to, or has any actual or contingent liability with respect to, (i) any “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA) that is subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) any “multiemployer plan” (within the meaning of Section 3(37) of ERISA), (iii) any “multiple employer plan” (within the meaning of Section 413 of the Code) or (iv) any “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA). (e) Except as provided in Section 3.16(e) of the Company Disclosure ScheduleSchedules, there are no pending audits or investigations, and during the two (2)-year period ending on the date hereof have been no audits or investigations, by any Governmental Authority involving any Benefit Plan, and no pending or, to the Knowledge of the Company, reasonably threatened claims (except for individual claims for benefits payable in the normal operation of the Benefit Plans), suits or proceedings involving any Benefit Plan, any fiduciary thereof or service provider thereto, or any pending application or filing under a government-sponsored voluntary compliance, self-correction or similar program, in any case except as would not be reasonably expected to result in material liability to the Company. All contributions and premium payments required to have been made under any of the Benefit Plans or by applicable Law (without regard to any waivers granted under Section 412 of the Code), have been timely made in all material respects and neither the Company nor any Company ERISA Affiliate has any material liability for any unpaid contributions with respect to any Benefit Plan. (f) Neither the Company, nor any Company ERISA Affiliate, nor to the Knowledge of the Company, any fiduciary, trustee or administrator of any Benefit Plan, has engaged in, or in connection with the Contemplated Transaction will engage in, any transaction with respect to any Benefit Plan which would subject any such Benefit Plan, the employment Company, or any Company ERISA Affiliates or Seller to any material Tax, material penalty or liability for a “prohibited transaction” under Section 406 of each ERISA or Section 4975 of the Parent Entities’ employees is terminable Code. To the Knowledge of the Company, nothing has occurred with respect to any Benefit Plan that has resulted in, or could reasonably be expected to result in, a penalty or other liability under Section 502 of ERISA, an excise tax under the Code, liability to the Pension Benefit Guaranty Corp, other than premium payments, or any tax penalty under Code Section 4980H. (g) No Benefit Plan provides death, medical, dental, vision, life insurance or other welfare benefits beyond termination of service or retirement other than coverage mandated by Law and neither the Company nor the Company ERISA Affiliates has made a written or oral representation promising the same. (h) Neither the execution of this Agreement, nor the consummation of the Contemplated Transaction (either alone or when combined with the occurrence of any other event, including without limitation, a termination of employment), will (i) result in any payment becoming due to any current or former employee, director, officer, or independent contractor of the Company, (ii) increase any amount of compensation or benefits otherwise payable under any Benefit Plan, (iii) result in the acceleration of the time of payment, funding or vesting of any benefits under any Benefit Plan, (iv) require any contribution or payment to fund any obligation under any Benefit Plan, (v) limit the right to merge, amend or terminate any Benefit Plan or (vi) result in the payment of any amount that could, individually or in combination with any other such payment, constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code. (i) No current or former employee, officer, director, independent contractor or other service provider of the Company has any “gross up” agreements with the Company or other right or assurance of reimbursement by the applicable Parent Entity at will. None Company for any Taxes, including any imposed under Code Section 409A or Code Section 4999. (j) There is no Benefit Plan maintained outside of the Parent Entities United States. (k) Each Benefit Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without material liabilities to Buyer or the Company other than ordinary administration expenses typically incurred in a termination event. (l) The Company is not nor has it ever been a party to, bound by, or has a duty to bargain forunder, any collective bargaining agreement or other Contract with a labor organization union, labor organization, or works council similar Person representing any of its employees employees, and there are is no labor organizations union, labor organization, or works councils representing, purporting to represent similar Person representing or, to the Knowledge of Parentthe Company, purporting to represent or seeking to represent any employees of any the Company, including through the filing of a petition for representation election. To the Knowledge of the Parent Entities. Company, there is not and has not been in the past three (b3) There years, nor is there or has there been in the past three (3) years any threat of, any strike, slowdown, work stoppage, lockout, union election petition, demand for recognition, or any similar activity or dispute, or any union organizing activity, against the Company. No event has occurred, and, to the Knowledge of the Company, no claim condition or grievance pending circumstance exists, that might directly or indirectly be likely to give rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, lockout, union election petition, demand for recognition, any similar activity or dispute, or, to the Knowledge of Parentthe Company, threatened relating to any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaintsunion organizing activity. (cm) Parent has delivered or made available The Company is in compliance in all respects with its obligations to make all payments due from the Company an accurate on account of wages, salaries, commissions, bonuses or other direct compensation to Employees for any services performed for the Company and complete list, by country any employee health and as of the date hereof, of: (i) each Parent Employee Plan; (ii) each Parent Employee Agreement; welfare insurance and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Entityother benefits. (dn) Each of the Parent Entities and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Employee Plan. (e) None of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) The Company is, and at all times for the last three (3) years, has been, in compliance in all material respects with any Order or arbitration award of any courtall applicable Laws respecting labor, arbitrator or any Governmental Body respecting employment, fair employment practicespractices (including equal employment opportunity laws), terms and conditions of employment, wagesclassification of employees, hours or other labor related matters; (ii) has withheld workers’ compensation, occupational safety and reported all amounts required by applicable Legal Requirements or by Contract health, immigration, affirmative action, employee and data privacy, plant closings, and wages and hours. There is no pending or, to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable Knowledge of the foregoing; and (iv) is not liable for any payment to any trust Company, threatened charge, complaint, arbitration, audit or other fund governed by or maintained investigation brought by or on behalf of, or otherwise involving, any current or former employee, any person alleged to be a current or former employee, any applicant for employment, or any class of the foregoing, or any Governmental Body with respect to unemployment compensation benefitsAuthority, social security, social charges that involve the labor or other benefits or obligations for Parent Associates (other than routine payments to be made in employment relations and practices of the normal course of business and consistent with past practice)Company. (ho) To the Knowledge of the Company, no senior executive or other key employee of the Company has provided notice of his or her intention to terminate his or her employment as a result of or following the consummation of the transactions contemplated by this Agreement. To the Knowledge of the Company, no senior executive or other key employee of the Company or any of its subsidiaries is party to any confidentiality, non-competition, non-solicitation, proprietary rights or other such agreement that would materially restrict the performance of such Person’s employment duties with the Company or the ability of the Company and/or any of its subsidiaries to conduct its or their business. (p) There is no agreement, plan, arrangement or other Contract covering any Parent Associateare no, and no payments for the past three (3) years have been not been, (x) to the Knowledge of the Company, any allegations or formal or informal complaints made to any Parent Associate, that, in connection or filed with the MergerCompany or any of its subsidiaries related to sexual harassment or sexual misconduct by or against any current or former director, considered individually officer or considered collectively with employee of the Company, (y) any other such Contracts actions or paymentsinvestigations initiated, willfiled, or could reasonably be expected tothreatened in writing, be characterized as a “parachute payment” within against the meaning of Section 280G(b)(2) Company related to sexual harassment or sexual misconduct by or against any current or former director, officer or employee of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the CodeCompany.

Employee and Labor Matters; Benefit Plans. (a) Except The Company has made available to the Purchaser documentary information concerning all current Acquired Company Employees as set forth in Part 3.15(aof January 31, 2006, which correctly reflects: (i) their dates of the Parent Disclosure Scheduleemployment; (ii) their positions; (iii) their salaries; (iv) any other compensation payable to them (including housing allowances, the employment of each of the Parent Entities’ employees is terminable by the applicable Parent Entity at willcompensation payable pursuant to bonus, deferred compensation or commission arrangements or other compensation); and (v) any promises made to them with respect to changes or additions to their compensation or benefits. None of the Parent Entities is Acquired Companies is, and none of the Acquired Companies has been, bound by or a party to, or has a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees Acquired Company Employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parentthe Company or the Selling Shareholders, seeking to represent any employees current Acquired Company Employees. During the three years prior to the date hereof, none of the Acquired Companies has had any strike, slowdown, work stoppage, lockout, job action or threat thereof, or question concerning representation, by or with respect to any of the Parent EntitiesAcquired Company Employees. The employment of each of the current Acquired Company Employees is terminable at will. (b) There Part 2.15(b) of the Disclosure Schedule identifies each “employee benefit plan” as defined in Section 3.3 of ERISA, employment, salary, bonus, consulting, compensation, deferred compensation, incentive compensation, stock purchase, equity, severance pay, termination pay, hospitalization, medical, insurance, supplemental unemployment benefits, profit-sharing, pension, retirement, welfare, fringe benefit or other employee benefits plan, program or agreement, whether written or unwritten and whether funded or unfunded (individually referred to as a “Plan” and collectively referred to as the “Plans”) which is no claim sponsored, maintained, contributed to or grievance pending or, required to be contributed to by any of the Knowledge Acquired Companies or any ERISA Affiliate for the benefit of Parent, threatened relating any Acquired Company Employee or with respect to which any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving the Acquired Companies may have any Parent Associate, including charges of unfair labor practices or harassment complaintsLiability. (c) Parent has delivered or made available to the Company an accurate and complete list, by country and as None of the date hereofAcquired Companies nor any ERISA Affiliate maintains, of: sponsors or contributes to, and none of the Acquired Companies nor any ERISA Affiliate has at any time in the past maintained, sponsored or contributed to, any employee pension benefit plan (ias defined in Section 3(2) each Parent of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not excluded from coverage under specific Titles or Subtitles of ERISA) for the benefit of Acquired Company Employees (a “Pension Plan; ”), except for those Pension Plans described in Part 2.15(b) of the Disclosure Schedule, none of which is or was subject to Title IV of ERISA, Section 412 of the Code or a multiemployer plan (iiwithin the meaning of Section 3(37) each Parent Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent EntityERISA). (d) Each None of the Parent Entities and Parent Affiliates has performed Acquired Companies nor any ERISA Affiliate maintains, sponsors or contributes to any employee welfare benefit plan (as defined in all material respects all obligations required to be performed by it Section 3(1) of ERISA, whether or not excluded from coverage under each Parent Employee specific Titles or Merger Subtitles of ERISA) for the benefit of Acquired Company Employees (a “Welfare Plan”) except for those Welfare Plans described in Part 2.15(d) of the Disclosure Schedule, and each Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements none of which is so Tax qualifiedor was a multiemployer plan (within the meaning of Section 3(37) of ERISA), and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in a multiple employer welfare arrangement (within the disqualification meaning of any such Parent Employee Planthe Section 3(40) of ERISA). (e) With respect to each Plan, the Company has made available to the Purchaser: (i) an accurate and complete copy of such Plan (including all amendments thereto); (ii) an accurate and complete copy of the annual return/report (if required under ERISA) with respect to such Plan for the past three years; (iii) an accurate and complete copy of: the most recent summary plan description, together with each Summary of Material Modifications (if required under ERISA) with respect to such Plan; (iv) if such Plan is funded through a trust or any third party funding vehicle, an accurate and complete copy of the trust or other funding agreement (including all amendments thereto) and accurate and complete copies the most recent financial statements thereof; (v) accurate and complete copies of all Contracts relating to such Plan, including service provider agreements, insurance contracts, minimum premium contracts, stop-loss agreements, investment management agreements, subscription and participation agreements and recordkeeping agreements; (vi) an accurate and complete copy of the most recent determination or opinion letter received from the Internal Revenue Service with respect to such Plan (if such Plan is intended to be qualified under Section 401(a) of the Code); (vii) standard healthcare continuation forms and related notices; (viii) all correspondence to or from any Governmental Body relating to any Plan, other than routine correspondence that will not result in Liability to any Acquired Company; (ix) the discrimination tests for each Plan for the three most recent plan years; and (x) true, correct and complete copies of all election statements under Section 83(b) of the Code that are in the possession of any of the Acquired Companies or subject to its control with respect to any unvested securities or other property issued by any of the Acquired Companies to any Acquired Company Employee. (f) None of the Parent EntitiesAcquired Companies is, and no Parent Affiliatenone of the Acquired Companies has ever been, required to be treated as a single employer with any other Person under Section 4001(b)(1) of ERISA or Section 414(b), (c), (m) or (o) of the Code. None of the Acquired Companies has ever been a member of an “affiliated service group” within the meaning of Section 414(m) of the Code. None of the Acquired Companies nor any ERISA Affiliate has ever made a complete or partial withdrawal from a “multiemployer plan” (as defined in Section 3(37) of ERISA) resulting in “withdrawal liability” (as defined in Section 4201 of ERISA), without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA. None of the Acquired Companies nor any ERISA Affiliate has ever maintained, established, sponsored, participated in or contributed to anyany multiple employer plan, as described in Section 413(c) of the Code. (g) No Welfare Plan provides death, medical, health or other welfare benefit coverage (whether or not insured) with respect to any Acquired Company Employee after any such Person’s termination of service, including upon or after retirement (other than: (i) Parent Pension Plan subject benefit coverage mandated by applicable law, including coverage provided pursuant to Title IV Section 4980B of ERISAthe Code; and (ii) “multiemployer plan” within benefits the meaning full cost of Section (3)(37) of ERISA; or (iii) plan described in Section 413 which are borne by Acquired Company Employees of the CodeAcquired Companies (or their beneficiaries)). None of the Parent EntitiesAcquired Companies has ever represented, promised or contracted (whether in written or oral form) that any Acquired Company Employee or other Person would be provided with such death, medical, health or other welfare benefits after termination of service or upon or after retirement. (h) To the Selling Shareholder’s and the Company’s Knowledge, each of the Plans has been operated and administered in all material respects in accordance with applicable Legal Requirements, including ERISA and the Code. There has been no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (“prohibited transaction,” as such term is defined in Section 3(1) 406 of ERISAERISA or Section 4975 of the Code, with respect to any Plan. All contributions required to be made by the Acquired Companies to any Plan have been timely made or accrued and all contributions for any period ending on or before the Closing Date which are not yet due will have been paid or accrued on or prior to the Closing Date. Each Plan subject to ERISA has timely filed all requisite government reports (which were true and correct as of the date filed) and that ishas properly and timely filed and distributed or posted all required notices and reports to Acquired Company Employees. There are no audits, in whole inquiries or in partproceedings pending or, self-funded to the Knowledge of the Company or self-insuredthe Selling Shareholders, threatened by the IRS, the Department of Labor or any other Governmental Body with respect to any Plan. (fi) Neither Each Plan intended to be qualified under Section 401(a) of the execution Code, and each trust intended to be exempt under Section 501(a) of the Code, has been determined to be so qualified or exempt by the IRS, and there has been no event, condition or circumstance that has adversely affected or is reasonably likely to adversely affect such qualified status. (j) None of the Acquired Companies maintains a nonqualified deferred compensation plan or arrangement that would be reasonably likely to subject an employee or independent contractor to interest or additional income tax under Section 409A of the Code. (k) Except as set forth in Part 2.15(m) of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement Agreement, nor the consummation of any of the Contemplated Transactions transactions contemplated by this Agreement, will or could reasonably be expected to may (either alone or upon the occurrence of termination of employmentany additional or subsequent events) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may (i) result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwiseotherwise and whether or not under any Plan), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits or (ii) be deemed a “parachute payment” under Section 280G of the Code with respect to any Parent AssociateAcquired Company Employee. Part2.15(m) of the Disclosure Schedule lists all Persons who are “disqualified individuals” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder). (gl) Except as set forth in Part 3.15(g) of To the Parent Disclosure ScheduleSelling Shareholder’s and the Company’s Knowledge, each of the Parent Entities and Parent AffiliatesAcquired Companies is: (i) is, and at all times has been, in compliance in all material respects with any Order all applicable Legal Requirements, Contracts and orders, rulings, decrees, judgments or arbitration award awards of any court, arbitrator or any court or other Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor labor-related matters, including Legal Requirements, orders, rulings, decrees, judgments and awards relating to discrimination, wages and hours, labor relations, leave of absence requirements, occupational health and safety, privacy, harassment, retaliation, immigration, wrongful discharge or violation of the personal rights of Acquired Company Employees or prospective employees; (ii) has withheld and reported all amounts required by applicable any Legal Requirements Requirement or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associatesany Acquired Company Employee; (iii) is not liable has no Liability for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable any of the foregoing; and (iv) is not liable has no Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges security or other benefits or obligations for Parent Associates any Acquired Company Employee (other than routine payments to be made in the normal course of business and consistent with past practice). Since January 1, 2003, none of the Acquired Companies (and no Predecessor of any of the Acquired Companies) has effectuated a “plant closing,” partial “plant closing,” or “mass layoff (each as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar Legal Requirement) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of any of the Acquired Companies (or any Predecessor of any of the Acquired Companies). (hm) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent Associate, that, Each of the Acquired Companies has good labor relations. Except as set forth in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2Part 2.15(o) of the Code Disclosure Schedule, there are no pending or give rise directly or indirectly (to the payment Knowledge of the Company or the Selling Shareholders) threatened or reasonably anticipated claims or Legal Proceedings against any Acquired Company under any workers’ compensation policy or long-term disability policy. To the Knowledge of the Company or the Selling Shareholders, no employee of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity Acquired Companies is a party to or has is bound by any obligation under confidentiality agreement, noncompetition agreement or other Contract (with any Contract to compensate Person) that may have an adverse effect on: (A) the performance by such employee of any Person for excise Taxes payable pursuant to Section 4999 of his duties or responsibilities as an employee of any of the Code Acquired Companies; or for additional Taxes payable pursuant to Section 409A (B) the business or operations of any of the CodeAcquired Companies. (n) There are no pending or (to the Knowledge of the Company or the Selling Shareholders) threatened or reasonably anticipated claims or Legal Proceedings against any of the Plans, the assets of any of the Plans or the Acquired Companies, or the Plan administrator or any fiduciary of the Plans with respect to the operation of such Plans (other than routine, uncontested benefit claims), and to the Knowledge of the Company and the Selling Shareholders there are no facts or circumstances which could form the basis for any such claims or Legal Proceedings. (o) To the knowledge of the Company or the Selling Shareholders, no current or former independent contractor of any of the Acquired Companies is or was a misclassified employee. No independent contractoris eligible to participate in any Plan. No Acquired Company has ever had any temporary or leased employees that were not properly accounted for. (p) Except as set forth in Part 2.15(r) of the Disclosure Schedule, there is no Legal Proceeding, claim, labor dispute or grievance pending or (to the Knowledge of the Company or the Selling Shareholders) threatened or reasonably anticipated relating to any employment Contract, compensation, wages and hours, leave of absence, plant closing notification, employment statute or regulation, privacy right, labor dispute, workers’ compensation policy, long-term disability policy, safety, retaliation, immigration or discrimination matter involving any Acquired Company Employee, including charges of unfair labor practices or harassment complaints.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a) of the Parent Disclosure Schedule, the The employment of each Zordich’s and any of the Parent Entitiesits Subsidiaries’ employees is terminable by Zordich or the applicable Parent Entity Subsidiary at will. None Zordich has made available to the Company accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the Parent Entities employment of Zordich Associates to the extent currently effective and material. (b) Neither Zordich nor any of its Subsidiaries is a party to, or has bound by, and does not have a duty to bargain forunder, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees employees, and there are no labor organizations or works councils representing, purporting to represent representing or, to the Knowledge of ParentZordich, purporting to represent or seeking to represent any employees of any of the Parent EntitiesZordich or its Subsidiaries. (bc) There Section 4.17(c) of the Zordich Disclosure Schedule lists all Zordich Employee Plans. (d) Each Zordich Employee Plan that is no claim intended to be qualified under Section 401(a) of the Code has received a favorable determination or grievance is the subject of a favorable opinion letter with respect to such qualified status from the IRS. To the Knowledge of Zordich, nothing has occurred that would reasonably be expected to adversely affect the qualified status of any such Zordich Employee Plan or the exempt status of any related trust. (e) Each Zordich Employee Plan has been established, maintained and operated in compliance, in all material respects, with its terms all applicable Law, including the Code ERISA and the Affordable Care Act. No Legal Proceeding (other than those relating to routine claims for benefits) is pending or, to the Knowledge of ParentZordich, threatened relating with respect to any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaints. (c) Parent has delivered or made available to the Company an accurate and complete list, by country and as of the date hereof, of: (i) each Parent Zordich Employee Plan; (ii) each Parent Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Entity. (d) Each of the Parent Entities and Parent Affiliates has performed in all material respects all obligations . All payments and/or contributions required to be performed by it under each Parent have been made with respect to all Zordich Employee Plan, and each Parent Employee Plan has Plans either have been established and maintained in all material respects made or have been accrued in accordance with its the terms of the applicable Zordich Employee Plan and applicable Legal Requirements. Each Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Employee Plan. (e) None of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insuredLaw. (f) Neither Zordich nor any of its ERISA Affiliates has, within the execution past 6 years, maintained, contributed to, or been required to contribute to (i) any employee benefit plan that is or was subject to Title IV or Section 302 of this Agreement nor the consummation ERISA or Section 412 of the Contemplated Transactions will or could reasonably be expected to Code, (either alone or upon the occurrence of termination of employmentii) constitute an event under any Parent Employee a Multiemployer Plan, Parent Employee Agreement(iii) any funded welfare benefit plan within the meaning of Section 419 of the Code, trust (iv) any Multiple Employer Plan, or loan (v) any Multiple Employer Welfare Arrangement. Neither Zordich nor any of its ERISA Affiliates has ever incurred any liability under Title IV of ERISA that will or may result (either alone or has not been paid in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associatefull. (g) Except as set forth in Part 3.15(gSection 4.17(g) of the Parent Zordich Disclosure Schedule, each no Zordich Employee Plan provides for medical or other welfare benefits beyond termination of the Parent Entities and Parent Affiliates: service or retirement, other than (i) ispursuant to COBRA or an analogous state law requirement or (ii) continuation coverage through the end of the month in which such termination or retirement occurs. Zordich does not sponsor or maintain any self-funded medical or long-term disability benefit plan. (h) No Zordich Employee Plan is subject to any law of a foreign jurisdiction outside of the United States. (i) Except as set forth in Section 4.17(i) of the Zordich Disclosure Schedule, no Zordich Options or other equity-based awards issued or granted by Zordich are subject to the requirements of Code Section 409A. Each Zordich Employee Plan that constitutes in any part a ““nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of the Code and at all times has beenthe guidance thereunder) (each, in compliance a “Zordich 409A Plan”) complies in all material respects respects, in both form and operation, with the requirements of Code Section 409A and the guidance thereunder. No payment to be made under any Order or arbitration award Zordich 409A Plan is or, when made in accordance with the terms of any courtthe 409A Plan, arbitrator or any Governmental Body will be subject to the penalties of Code Section 409A(a)(1). (j) Zordich and each of its Subsidiaries is in material compliance with all applicable federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours or other labor related matters; of work, and in each case, with respect to the employees of Zordich and its Subsidiaries: (iii) has withheld and reported all material amounts required by applicable Legal Requirements law or by Contract agreement to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing and (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body Authority, with respect to unemployment compensation benefits, social security, social charges security or other benefits or obligations for Parent Associates employees (other than routine payments to be made in the normal course Ordinary Course of business and consistent Business). There are no actions, suits, claims or administrative matters pending or, to the Knowledge of Zordich or any of its Subsidiaries, threatened or reasonably anticipated against Zordich relating to any employee, employment agreement or Zordich Employee Plan (other than routine claims for benefits). To the Knowledge of Zordich or any of its Subsidiaries, there are no pending or threatened or reasonably anticipated claims or actions against Zordich or any of its Subsidiaries, any Zordich trustee or any trustee of any Subsidiary under any workers’ compensation policy or long-term disability policy. Neither Zordich nor any of its Subsidiaries is a party to a conciliation agreement, consent decree or other agreement or Order with past practice)any federal, state, or local agency or Governmental Authority with respect to employment practices. (hk) Neither Zordich nor any of its Subsidiaries has material liability with respect to any misclassification within the past three years of: (i) any Person as an independent contractor rather than as an employee, (ii) any employee leased from another employer or (iii) any employee currently or formerly classified as exempt from overtime wages. Neither Zordich nor any of its Subsidiaries has taken any action which would constitute a “plant closing” or “mass layoff” within the meaning of the WARN Act or similar state or local law, issued any notification of a plant closing or mass layoff required by the WARN Act or similar state or local law, or incurred any liability or obligation under WARN or any similar state or local law that remains unsatisfied. (l) There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, job action, union, organizing activity, question concerning representation or any similar activity or dispute, affecting Zordich or any of its Subsidiaries. No event has occurred within the past six months, and no condition or circumstance exists, that might directly or indirectly be likely to give rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, lockout, job action, union organizing activity, question concerning representation or any similar activity or dispute. (m) Neither Zordich nor any of its Subsidiaries is, nor has Zordich or any of its Subsidiaries been, engaged in any unfair labor practice within the meaning of the National Labor Relations Act. There is no Legal Proceeding, claim, labor dispute or grievance pending or, to the Knowledge of Zordich, threatened or reasonably anticipated relating to any employment contract, privacy right, labor dispute, wages and hours, leave of absence, plant closing notification, workers’ compensation policy, long-term disability policy, harassment, retaliation, immigration, employment statute or regulation, safety or discrimination matter involving any Zordich Associate, including charges of unfair labor practices or discrimination complaints. (n) There is no contract, agreement, plan, plan or arrangement to which Zordich or other Contract covering any Parent Associate, and no payments have been made Zordich Affiliate is a party or by which it is bound to compensate any of its employees for excise taxes paid pursuant to Section 4999 or Section 409A of the Code. (o) Neither Zordich nor any of its Subsidiaries is a party to any Parent AssociateContract that could, that, due to the Merger (either alone or in connection with the Merger, considered individually or considered collectively conjunction with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a event) (i) result in the payment of any “parachute payment” within the meaning of Section 280G(b)(2) 280G of the Code or give rise directly (ii) result in, or indirectly cause the accelerated vesting, payment, funding or delivery of, or increase the amount or value of, any payment or benefit to the payment any employee, officer, director or other service provider of any amount that would not be deductible pursuant to Section 162(m) of the Code (Zordich or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Codeits Subsidiaries.

Employee and Labor Matters; Benefit Plans. (a) Schedule 3.15(a) sets forth, with respect to each Business Employee of either Seller that is Related to the Business, as applicable: (i) name and hire date, (ii) job title, (iii) rate of compensation (including, as applicable, hourly rate, salary, bonus, commission, and other incentive compensation), (iv) exempt or non-exempt status and (v) any Governmental Authorization that is held by such Business Employee that is required to be held by such Business Employee in connection with such Business Employee’s performance of services for such Seller. (b) The employment of such Business Employees is terminable by the applicable Seller at will. (c) To Sellers’ Knowledge: (i) no Business Employee has provided written intention to terminate his employment with Buyer within the first twelve (12) months following the Closing; and (ii) no Business Employee is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person) that could reasonably be expected to have a Material Adverse Effect on: (A) the performance by such Business Employee of any of his duties or responsibilities as an employee of Buyer following the Closing; or (B) the business or operations of Buyer following the Closing. (d) All Persons who have performed services for either Seller that is Related to the Business as independent contractors have been properly classified as such. (e) Except as set forth in Part 3.15(a) of the Parent Disclosure ScheduleSchedule 3.15(e), the employment of each of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Entities is neither Seller has been a party to, to or has a duty to bargain for, bound by any union contract or collective bargaining agreement during the last three (3) years. (f) Neither Seller is, and to Sellers’ Knowledge has not within the last three (3) years been, engaged in any unfair labor practice of any nature. There has been no slowdown, work stoppage, labor dispute or other Contract with a labor organization union organizing activity, or works council representing any of its employees similar activity within the last three (3) years and there are no labor organizations disputes pending, or works councils representingto Sellers’ Knowledge, purporting to represent orcurrently threatened or anticipated. There are currently no Proceedings, to the Knowledge of Parent, seeking to represent any employees of any of the Parent Entities. (b) There is no claim labor disputes or grievance grievances pending or, to the Knowledge of ParentSellers’ Knowledge, threatened or anticipated relating to any employment Contractlabor, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration safety or discrimination matters involving any Parent AssociateBusiness Employee, including charges of unfair labor practices or harassment discrimination complaints. Neither Seller has within the last three (3) years improperly classified any non-exempt employees as exempt. Each Seller is and has complied in all material respects with all applicable Laws pertaining to employment and employment practices, including all applicable state and local emergency COVID-19 leave Laws and business reopening Laws and directives. Each Seller is in material compliance with and has complied with all applicable immigration and worker eligibility Laws, including any applicable mandatory E-Verify obligations. (cg) Parent has delivered or made available to the Company Schedule 3.15(g) contains an accurate and complete list, by country and list as of the date hereofhereof of each Benefit Plan and each Seller Employee Agreement with any Business Employee. Neither Seller intends, nor is there any present agreement or commitment, to (i) establish or enter into any new Benefit Plan or Seller Employee Agreement with any Business Employee, or (ii) modify any Benefit Plan or Seller Employee Agreement with any Business Employee (except to conform any such Benefit Plan or Seller Employee Agreement to the requirements of any applicable Law, in each case as previously disclosed to Buyer in writing). (h) Sellers have delivered to Buyer accurate and complete copies of: (i) all documents setting forth the terms of each Parent Benefit Plan and each Seller Employee PlanAgreement with any Business Employee, including all amendments thereto and all related trust or custodial documents; (ii) the two (2) most recent annual reports (Form Series 5500 and all audit reports, schedules and financial statements attached thereto) summary annual reports and annual notices, if any, required under ERISA, the Code or any other applicable Laws in connection with each Parent Employee AgreementBenefit Plan; (iii) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Benefit Plan; (iv) all material written Contracts relating to each Benefit Plan, including administrative or other service agreements and group insurance contracts; (v) all non-routine correspondence to or from any Government Entity relating to any Benefit Plan received or delivered in the prior three (3) years; (vi) all fidelity bonds and insurance policies of either Seller or any Seller Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Benefit Plan; (vii) all discrimination and compliance tests required under the Code for each Benefit Plan as required by the Code for the two (2) most recent plan years; and (iiiviii) all work rules (together the most recent IRS determination or opinion letter issued with all policies and supplements related theretorespect to each Benefit Plan intended to be qualified under Section 401(a) and employee manuals and handbooks relating to employees of any Parent Entitythe Code. (di) Each of the Parent Entities and Parent Affiliates Seller has performed in all material respects all obligations required to be performed by it under each Parent Employee Benefit Plan, and each Parent Employee . Each Benefit Plan has in all material respects been established and maintained in all material respects in accordance with its terms and in compliance with all applicable Legal RequirementsLaws, including ERISA and the Code. Each Parent Employee Any Benefit Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualifiedSection 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code and no event nothing has occurred and no circumstance or condition exists that could reasonably be expected to result in adversely affect the disqualification qualified status of any such Parent plan. To Sellers’ Knowledge, no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, that is not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Benefit Plan. There are no claims or Proceedings pending, or, to Sellers’ Knowledge, threatened or anticipated (other than routine claims for benefits), against any Benefit Plan. There are no audits, inquiries, applications for any amnesty, voluntary compliance, or similar program or Proceedings pending or, to Sellers’ Knowledge, threatened by the IRS, the United States Department of Labor, or any other Government Entity with respect to any Benefit Plan. To Sellers’ Knowledge, nothing has occurred with respect to any Benefit Plan that could reasonably be expected to subject the Business, either Seller or any Seller Affiliate or, with respect to any period on or after the Closing Date, Buyer, to a civil action or penalty under Section 502 of ERISA or to any material Tax or penalty under Sections 4972 or 4980H of the Code. Each Seller has timely made all contributions and other payments required by and due under the terms of each Benefit Plan, and has properly accrued Liabilities for any contributions due after the Closing Date. No Seller Employee PlanAgreement and no Benefit Plan will result in gross income inclusion pursuant to Section 409A(a)(1)(A) of the Code after the Closing Date. (ej) None of the Parent Entities, and no Parent Neither Seller nor any Seller Affiliate, has ever maintainedwithin the last six (6) years, established, sponsored, participated in in, or contributed to any: (i) Parent Company Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) Company Pension Plan in which stock of either Seller or any Seller Affiliate is or was held as a plan described in asset; or (iv) any “multiple employer welfare arrangement” within the meaning of Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(13(40) of ERISA) and that is, in whole or in part, self-funded or self-insured. (fk) Neither No Benefit Plan provides (except at no cost to either Seller or any Seller Affiliate), or reflects or represents any Liability of either Seller or any Seller Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Laws. (l) Except as set forth in Schedule 3.15(l), and except as expressly required or provided by this Agreement, neither the execution or delivery of this Agreement nor the consummation of the Contemplated Transactions Transaction will or could reasonably be expected to (either alone or upon the occurrence of termination of employmentany additional or subsequent events) constitute an event under any Parent Employee Benefit Plan, Parent or Seller Employee AgreementAgreement with any Business Employee, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), accelerationacceleration of any right, obligation or benefit, forgiveness of indebtednessIndebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent AssociateBusiness Employee. (gm) Except as set forth in Part 3.15(g) of the Parent Disclosure ScheduleSchedule 3.15(m), each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) neither Seller is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body Government Entity with respect to unemployment compensation benefits, social security, social charges security or other benefits or obligations for Parent Associates Business Employees (other than routine payments to be made in the normal course of business and consistent with past practice). (h) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a3.16(a) of the Parent Disclosure Schedule or as required by applicable Legal Requirements, the employment of each of the Accelrys Corporations’ employees is terminable by the applicable Accelrys Corporation at will. (b) Except as set forth in Part 3.16(b) of the Parent Disclosure Schedule, the employment of each none of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Entities Accelrys Corporations is a party to, or has a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge knowledge of Parent, seeking to represent any employees of any of the Accelrys Corporations. There has not been any strike, slowdown, work stoppage, lockout, job action, picketing, labor dispute, question concerning representation, union organizing activity, or any threat thereof, or any similar activity or dispute, affecting any of the Accelrys Corporations or any of their employees. There is not now pending, and, to the knowledge of Parent, no Person has threatened to commence, any such strike, slowdown, work stoppage, lockout, job action, picketing, labor dispute, question regarding representation or union organizing activity or any similar activity or dispute. Except as set forth in Part 3.16(b) of the Parent Entities. (b) There Disclosure Schedule, there is no claim or grievance pending or, to the Knowledge knowledge of Parent, threatened relating to any employment ContractParent Employee Agreement, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaints. (c) Parent has delivered or made available Made Available to the Company an accurate and complete list, by country and as of the date hereof, of each Parent Employee Plan and each Parent Employee Agreement. None of the Accelrys Corporations intends, and none of the Accelrys Corporations has committed, to establish or enter into any new Parent Employee Plan or Parent Employee Agreement, or to modify any Parent Employee Plan or Parent Employee Agreement (except to conform any such Parent Employee Plan or Parent Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to Parent in writing or as required by this Agreement). (d) Parent has delivered or Made Available to the Company accurate and complete copies of: (i) all documents setting forth the terms of each Parent Employee Plan and each Parent Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under applicable Legal Requirements in connection with each Parent Employee Plan; (iiiii) if the Parent Employee Plan is subject to any minimum funding standards (including those of Section 302 of ERISA), the most recent annual and periodic accounting of Parent Employee Plan assets, if any; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA or any similar Legal Requirement with respect to each Parent Employee AgreementPlan; (v) all material written Contracts relating to each Parent Employee Plan, including administrative service agreements and group insurance contracts; (vi) all discrimination tests required under the Code for each Parent Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (iiivii) all work rules (together the most recent IRS determination or opinion letter issued with all policies and supplements related theretorespect to each Parent Employee Plan intended to be qualified under Section 401(a) and employee manuals and handbooks relating to employees of any Parent Entitythe Code. (de) Each of the Parent Entities Accelrys Corporations and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent Employee Plan has been established and maintained in all material respects in accordance with its terms terms. Any Parent Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. All Parent Employee Plans required to have been approved by any foreign Governmental Body have been so approved, no such approval has been revoked (or, to the knowledge of Parent, has revocation been threatened) and applicable Legal Requirementsno event has occurred since the date of the most recent approval or application therefor relating to any such Parent Employee Plan that would reasonably be expected to materially affect any such approval relating thereto or materially increase the costs relating thereto. Each Parent Employee Plan intended to be Tax tax qualified under applicable Legal Requirements is so Tax tax qualified, and no event has occurred and no circumstance or condition exists that could would reasonably be expected to result in the disqualification of any such Parent Employee Plan. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Parent Employee Plan. Each Parent Employee Plan (other than any Parent Employee Plan to be terminated prior to the Effective Time in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, any of the Accelrys Corporations or any Parent Affiliate (other than any liability for ordinary administration expenses). There are no audits or inquiries pending or, to the knowledge of Parent, threatened by the IRS, the DOL or any other Governmental Body with respect to any Parent Employee Plan. Except as set forth in Part 3.16 of the Parent Disclosure Schedule, there are no pending or, to the knowledge of Parent, threatened claims or Legal Proceedings involving any Parent Employee Plan other than routine claims for benefits. None of the Accelrys Corporations, and no Parent Affiliate, has ever incurred any material penalty or Tax with respect to any Parent Employee Plan under applicable Legal Requirements. Each of the Accelrys Corporations and Parent Affiliates has made all contributions and other payments required by and due under the terms of each Parent Employee Plan. Neither the terms nor the performance of any Parent Employee Agreement or Parent Employee Plan would reasonably be expected to result in gross income inclusion prior to, on or after the Effective Time pursuant to Section 409A(a)(1)(A) of the Code. (ef) None of the Parent EntitiesAccelrys Corporations, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. No Parent Employee Plan is or has been funded by, associated with or related to a “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code. None of the Parent EntitiesAccelrys Corporations, and no Parent Affiliate, maintainshas ever maintained, sponsors established, sponsored, participated in or contributes contributed to any Parent Pension Plan in which stock of any of the Accelrys Corporations or any Parent Affiliate is or was held as a plan asset. The fair market value of the assets of each funded Parent Foreign Plan, the liability of each insurer for any Parent Foreign Plan funded through insurance, or the book reserve established for any Parent Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Parent Foreign Plan according to the reasonable actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan, and no Contemplated Transaction will cause any such assets or insurance obligations to be less than such benefit obligations. There are no liabilities of the Accelrys Corporations with respect to any Parent Employee Plan that are not properly accrued and reflected in the financial statements of Parent in accordance with GAAP. (g) No Parent Employee Plan that is an employee welfare benefit plan (as whether or not ERISA applies to such term is defined in Section 3(1Parent Employee Plan) of ERISA) and that is, in whole or in part, self-funded or self-insured. No Parent Employee Plan provides (except at no cost to the Accelrys Corporations or any Parent Affiliate), or reflects or represents any liability of any of the Accelrys Corporations or any Parent Affiliate to provide, post-termination or retiree life insurance, post-termination or retiree health benefits or other post-termination or retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to any of the Accelrys Corporations or any Parent Affiliate, none of the Accelrys Corporations nor any Parent Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Parent Associate (either individually or to Parent Associates as a group) or any other Person that such Parent Associate(s) or other Person would be provided with post-termination or retiree life insurance, post-termination or retiree health benefit or other post-termination or retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (fh) Neither Except as set forth in Part 3.16(h) of the Parent Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could would reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (gi) Except as set forth in Part 3.15(g3.16(i) of the Parent Disclosure Schedule, each of the Parent Entities Accelrys Corporations and Parent Affiliates: (i) is, and at all times since January 1, 2008 has been, in compliance in all material respects with all Legal Requirements and any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has paid all wages, salaries and other payments to Parent Associates at the time required by all Legal Requirements and has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto taxes or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal ordinary course of business and consistent with past practice). (hj) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made or will be made in connection with the Merger to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could would reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity Accelrys Corporation is a party to or has any obligation under any Contract to compensate any Person for excise Taxes taxes payable pursuant to Section 4999 of the Code or for additional Taxes taxes payable pursuant to Section 409A of the Code. (k) Each of the Accelrys Corporations is, and has been at all times since January 1, 2008, in compliance in all material respects with the Worker Adjustment and Retraining Notification Act or any similar Legal Requirement. (l) Each of the Parent Option Plans and the Parent ESPP has been approved by the Parent’s stockholders to the extent required by applicable Legal Requirements.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a) To the knowledge of the Parent Disclosure ScheduleCompany, the employment of each of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Entities no Company Employee is a party to, to or has is bound by any noncompetition agreement that may have a duty material effect on the business or operations of the Company and its Subsidiaries. (b) Neither the Company nor any of its Subsidiaries is a party to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees Company Employee, and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge knowledge of Parentthe Company, seeking to represent any employees of any Company Employee. As of the Parent Entities. (b) There date of this Agreement, there is no claim or grievance pending ornot pending, and, to the Knowledge knowledge of Parentthe Company, no Person has threatened relating in writing to commence, any strike, slowdown, work stoppage, lockout, job action or picketing. There are no material controversies pending or threatened, between the Company or any of its Subsidiaries on the one hand and any of its current or former employees or independent contractors on the other. None of the Company’s independent contractors should have been classified under applicable Legal Requirements as an employee with respect to any employment Contractperiod of service with the Company. All of the Company’s employees are “at-will” employees, wages subject to any termination notice provisions included in its Company Employee Agreements or required under applicable Legal Requirements, and hoursexcept for the right of all employees to seek adjudication of separation terms as required by applicable Legal Requirements, leave there is no circumstance that could give rise to a valid claim by a current or former employee or independent contractor of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges the Company for compensation on termination of unfair labor practices or harassment complaintsemployment. (c) Parent Schedule 2.13(c) of the Company Disclosure Schedule contains an accurate and complete list of each Company Employee Plan and each Company Employee Agreement: (i) involving financial obligations of any type of the Company or any Subsidiary that are or could be in excess of $75,000; or (ii) that constitutes a “material contract” (as such term defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC). (d) The Company has delivered or made available to the Company an Parent accurate and complete listcopies, by country and as of the date hereofof this Agreement, of: (i) of copies of each Parent material Company Employee Plan; (ii) each Parent , including all amendments thereto and all related trust documents, insurance contracts or other contracts which implement such Company Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Entity. (d) Each Plan. There are no restrictions on the ability of the Parent Entities and Parent Affiliates has performed in all material respects all obligations required sponsor of each Company Employee Plan to be performed by it under each Parent amend or terminate any Company Employee Plan, and each Company Employee Plan may be continued by the Company as Surviving Corporation and a subsidiary of the Parent or Subsidiary of Parent. (e) Each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirementsterms. Each Parent No Company Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in an “employee pension benefit plan” (within the disqualification meaning of any such Parent Employee Plan. (eSection 3(2) None of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (iERISA) Parent Pension Plan subject to Title IV of ERISA; , Section 302, 303, 304 or 305 of ERISA or Section 412, 430, 431 or 432 of the Code (ii) a “Title IV Plan”), and neither the Company nor any of its Subsidiaries or prior or current Affiliates has ever incurred any liability under such Title IV Plan, and no condition exists that presents a material risk to the Company or any of its Subsidiaries or prior or current Affiliates of incurring any liability with respect to any such Title IV Plan. No Company Employee Plan is, and none of the Company or any of its Subsidiaries or prior or current Affiliates has ever contributed to or had an obligation to contribute, or incurred any liability in respect of a contribution to, a “multiemployer plan” (within the meaning of Section (3)(374001(a)(3) of ERISA; or ), a “multiple employer welfare arrangement,” (iii) plan described in within the meaning of Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(13(40) of ERISA), or single employer plan that has two or more contributing sponsors, at least two of whom are not under common control (within the meaning of Section 4063(a) and that is, in whole or in part, self-funded or self-insuredof ERISA). (f) Neither Except as set forth on Schedule 2.13(g) or as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could would reasonably be expected to (either alone or upon the occurrence of termination of employmentemployment or any other circumstance or event) constitute an event under any Parent Company Employee Plan, Parent Plan or Company Employee Agreement, trust or loan Agreement that will or may result (either alone or in connection with any other circumstance or event) in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent AssociateCompany Employee, except as may be required by applicable law. No Company Employee Plan or other Contract exists which obligates the Company or any Subsidiary or Company Affiliate to provide health care coverage, medical, surgical, hospitalization, death or similar benefits (whether or not insured) to any current or former employee or individual consultant of the Company following such current or former employee’s or individual consultant’s termination of employment or consultancy with the Company, other than COBRA Coverage or except as may be required under foreign Legal Requirements. (g) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (h) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent AssociateCompany Employee, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could would reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity Neither the Company nor any of its Subsidiaries is a party to or has any obligation under any Contract to compensate any Person for excise Taxes taxes payable pursuant to Section 4999 of the Code. (h) Each compensation arrangement between the Company or one of its Subsidiaries or Affiliates and a service provider and each Company Employee Plan that is subject to Code or for additional Taxes payable pursuant to Section 409A is in operational and documentary compliance in all material respects with the applicable requirements of Code Section 409A and all applicable IRS and Treasury Department guidance issued thereunder. None of the Code.transactions contemplated by this Agreement will constitute or result in a deferral of compensation subject to Code Section 409A. As of immediately prior to the date of this Agreement, each equity award granted to any current or former service provider is exempt from Code Section 409A.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a) Neither Parent nor any of the Parent Disclosure Schedule, the employment of each of the Parent Entities’ employees its Subsidiaries is terminable by the applicable Parent Entity at will. None of the Parent Entities is or has been a party to, subject to, or has a duty under any obligation to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees Collective Bargaining Agreement, and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parent, seeking to represent any employees employee or Contract Worker of Parent or any of the Parent Entities. (b) its Subsidiaries. There is are no claim organizing, election, certification petitions, campaigns, or grievance other activities pending or, to the Knowledge of Parent, threatened relating by or on behalf of any Union with respect to any Parent Associate. No Union holds bargaining rights with respect to any Parent Associate by way of certification, interim certification, voluntary recognition or succession rights, or has applied or, to the Knowledge of Parent, threatened to apply to be certified as the bargaining agent of any Parent Associate. Neither Parent nor any of its Subsidiaries has agreed to recognize any Union, nor has any Union been certified as the exclusive bargaining representative of any Parent Associate. Neither Parent nor any of its Subsidiaries is or has been the subject of a slowdown, strike, picketing, boycott, group work stoppage, labor dispute, attempt to organize or Union organizing activity, or any similar activity or dispute, affecting Parent, any of its Subsidiaries or any of their respective employees. (b) Except as would not have a material and adverse effect on Parent and its Subsidiaries taken as a whole, each Parent Associate that currently renders or has rendered services to Parent or any of its Subsidiaries that is classified as a Contract Worker or other non-employee status or as an exempt or non-exempt employee, is properly characterized as such for all purposes, including: (i) for purposes of the Fair Labor Standards Act and similar applicable state, local, provincial and foreign Applicable Laws governing the payment of wages (including overtime and premium wages); (ii) Tax Applicable Laws; and (iii) unemployment insurance and worker’s compensation obligations, and Parent and its Subsidiaries have properly classified and treated each such individual in accordance with Applicable Laws and for purposes of all applicable Parent Employee Plans and perquisites. No Contract Worker is eligible to participate in any Parent Employee Plan. (c) Except as would not have a material and adverse effect on Parent taken as a whole, to the Knowledge of Parent, no Person has claimed or has reason to claim that any Parent Associate or other individual affiliated or associated with Parent or any of its Subsidiaries: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement, any other restrictive covenant with such Person; (ii) has disclosed or utilized any trade secret or proprietary information or documentation of such Person; or (iii) has interfered in the employment relationship between such Person and any of its present or former employees. Except as would not have a material and adverse effect on Parent taken as a whole, to the Knowledge of Parent, no Parent Associate has used or proposed to use any trade secret, information or documentation confidential or proprietary to any former employer or other Person for whom such individual performed services or violated any confidential relationship with any Person in connection with the development, marketing or sale of any product or proposed product, or the development or sale of any service or proposed service, of Parent or any of its Subsidiaries. (d) Parent and its Subsidiaries are, and since January 1, 2020 have been, in compliance in all material respects with all Applicable Laws respecting labor and employment, including hiring practices, employment practices, terms and conditions of employment, wages, hours or other labor-related matters, including Applicable Laws relating to discrimination, equal pay, wages and hours, leave overtime, business expense reimbursements, labor relations, leaves of absence, plant closing notificationpaid sick leave laws, work breaks, classification of employees (including exempt and independent contractor status), occupational health and safety, immigration, privacy, fair credit reporting, harassment, retaliation, disability rights and benefits, reasonable accommodation, equal employment, fair employment practices, immigration, wrongful discharge or violation of personal rights including the Worker Adjustment and Retraining Notification Act (and any similar foreign, provincial, state or local statute or regulation) (the “WARN Act”). Since January 1, work rule (2021, Parent and its Subsidiaries have not effectuated a “plant closing” or “mass layoff” as those terms are used in the WARN Act and similar laws or has become subject to any obligation under any Applicable Law or otherwise to notify or consult with, prior to or after the Effective Time, any Governmental Authority or other Person with respect to the impact of the Contemplated Transactions. Parent and its Subsidiaries have properly accrued in the ordinary course of business and in accordance with GAAP, and has timely made all payments for, all wages, overtime, salaries, commissions, bonuses, fees and other compensation, together with all policies any related Taxes and supplements related theretoany payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, worker’s compensation, social security or other benefits or obligations (other than routine payments to be made in the ordinary course of business), privacy rightfor any services performed, labor disputedirectly or indirectly, safety, retaliation, immigration or discrimination matters involving any for Parent Associate, including charges of unfair labor practices or harassment complaintsand its Subsidiaries. (ce) Parent and its Subsidiaries are, and since April 1, 2020 has delivered been in compliance in all material respects with Applicable Laws regarding COVID-19 health and safety protocols. Parent and its Subsidiaries have also used commercially reasonable efforts to adhere to applicable guidance from applicable Governmental Authorities such as the U.S. Centers for Disease Control and Prevention and the federal Occupational Safety and Health Administration relating to COVID-19. (f) Neither Parent, any of its Subsidiaries nor any of their respective directors or made available officers, nor any management level employees, is under administrative, civil or criminal (i) indictment or audit or (ii) to the Company Knowledge of Parent, investigation, in each case by any Governmental Authority relating to labor or employment matters at Parent or any of its Subsidiaries that reasonably would be expected to result in a notice of material violation, material finding of reasonable cause, or similar material adverse finding. (g) Part 3.19(g) of the Parent Disclosure Schedule contains an accurate and complete list, by country and as of the date hereofof this Agreement, ofof each material Parent Employee Plan and each material Parent Employee Agreement. Neither Parent nor any of its Subsidiaries intends, and neither Parent nor any of its Subsidiaries has committed, to establish or enter into any new arrangement that would constitute a Parent Employee Plan or Parent Employee Agreement, or to materially modify any Parent Employee Plan or Parent Employee Agreement (except to conform any such Parent Employee Plan or Parent Employee Agreement to the requirements of any Applicable Laws, in each case as previously disclosed to the Company in writing or as required by this Agreement). Parent has Made Available to the Company, in each case, to the extent applicable: (i) accurate and complete copies of all documents setting forth the terms of each material Parent Employee Plan and each material Parent Employee Agreement, including all amendments thereto and all related trust documents; (ii) the most recent summary plan description, together with summaries of the material modifications thereto, if any, required under ERISA with respect to each material Parent Employee Plan; (iiiii) all trust agreements, insurance contracts and funding agreements, including all amendments thereto; (iv) all discrimination and compliance tests required under the Code for the most recent plan year; (v) the most recent IRS determination or opinion letter issued with respect to each Parent Employee AgreementPlan intended to be qualified under Section 401(a) of the Code; and (iiivi) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks material, non-routine filings, notices, correspondence or other communications relating to employees of any Parent EntityEmployee Plan that was submitted to or received from the IRS, the Pension Benefit Guaranty Corporation, the DOL, the SEC, or any other Governmental Authority since January 1, 2020. (dh) Each of the Parent Entities and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent Employee Plan has been established established, maintained and maintained operated in all material respects in accordance with its terms and applicable Legal Requirementsin compliance in all material respects with all Applicable Laws, including ERISA and the Code. Each Any Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements Section 401(a) of the Code and each trust intended to be qualified under Section 501(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code and, to the Knowledge of Parent, nothing has occurred since the date of the most recent determination that would reasonably be expected to adversely affect such qualification. Each other Parent Employee Plan intended to be tax qualified under Applicable Laws is so Tax tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Employee Plan. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Parent Employee Plan. Each Parent Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without material Liability to the Acquired Companies, Parent or any Company ERISA Affiliates or any Parent ERISA Affiliates (other than ordinary administration expenses). There is no audit, inquiry or Legal Proceeding pending or, to the Knowledge of Parent, threatened or reasonably anticipated by the IRS, DOL, PBGC or any other Person with respect to any Parent Employee Plan. Neither Parent nor any Parent ERISA Affiliate has ever incurred any material penalty or Tax with respect to any Parent Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980H of the Code or any material penalty or Tax under Applicable Laws. Parent and the Parent ERISA Affiliates have timely made all contributions and other payments required by and due under the terms of each Parent Employee Plan, except as would not result in material Liability and, to the extent not yet due, such contributions and other payments have been adequately accrued in accordance with GAAP in the consolidated financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Reports. Neither Parent nor any Parent ERISA Affiliate sponsors, maintains, participates in, or contributes to, or has an obligation to contribute to or has any Liability with respect to any Foreign Plan. (ei) None Neither Parent nor any of the its Parent EntitiesERISA Affiliates has ever, and no Parent Affiliate, has ever maintained, established, sponsored, participated in in, or contributed to, or been obligated to contribute to or has any Liability in respect of, any: (i) Parent Pension Plan “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA that is subject to Title IV of ERISAERISA or Section 412 of the Code; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code; or (iv) a “voluntary employee’s beneficiary association” within the meaning of Section 501(c)(9) of the Code. None No material Liability under Title IV or Section 302 of ERISA (other than any Liability for premiums due to the PBGC (which premiums have been paid when due)) has been incurred by Parent or any Parent ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to Parent or any Parent ERISA Affiliate of incurring any such Liability. No Parent Employee Plan subject to ERISA holds stock issued by Parent or any of its current Parent ERISA Affiliates as a plan asset. (j) No Parent Employee Plan or Parent Employee Agreement provides (except at no cost to Parent or any Affiliate of Parent), or reflects or represents any Liability of any of Parent or any Affiliate of Parent to provide, post-termination or retiree life insurance, post-termination or retiree health benefits or other post-termination or retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other Applicable Laws at the recipient’s sole premium expense. No Parent Employee Plan provides or reflects or represents any Liability of Parent or any Affiliate of Parent to provide, life insurance, health benefits or other welfare benefits to any member of Parent’s Board of Directors for any reason, unless such director is also an employee of Parent or any of its Subsidiaries. (k) Except as set forth in Part 3.19(k)-1 of the Parent EntitiesDisclosure Schedule, and no Parent Affiliateexcept as expressly required or provided by this Agreement, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection combination with any other circumstance another event, whether contingent or eventotherwise): (i) result in any payment (whether of bonus, change in control, retention, severance pay or otherwise), acceleration, forgiveness of indebtednessIndebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. ; or (gii) Except create any limitation or restriction on the right of Parent or any of its Subsidiaries to merge, amend or terminate any Parent Employee Plan or Parent Employee Agreement. Without limiting the generality of the foregoing, except as set forth in on Part 3.15(g) 3.19(k)-2 of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (h) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made amount payable to any Parent Associate, that, Associate as a result of the execution and delivery of this Agreement or the consummation of any of the Contemplated Transactions (either alone or in connection with the Merger, considered individually or considered collectively combination with any other such Contracts or payments, will, or could reasonably event) would be expected to, be characterized as a an “excess parachute payment” within the meaning of Section 280G(b)(2280G or would be nondeductible under Section 280G of the Code. Neither Parent nor any of its Subsidiaries has any obligation to compensate any Parent Associate for any Taxes incurred by such Parent Associate under Section 4999 of the Code. (l) Each Parent Employee Plan, Parent Employee Agreement or other Contract between Parent and any Parent Associate that is subject to U.S. law has been maintained and operated in documentary and operational compliance with Section 409A of the Code or give rise directly or indirectly to the payment an available exemption therefrom. Neither Parent nor any of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity its Subsidiaries is a party to or has any obligation Liability under any Employee Plan, Parent Employee Agreement or other Contract to compensate any Person person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A or 457A of the Code.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a) of the Parent Disclosure Schedule, the employment of each of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None of the Parent Entities is not a party toto or bound by, and never has been a party to or has a duty to bargain forbound by, any union contract, collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parent, seeking to represent any employees of any of the Parent Entitiessimilar Contract. (b) Parent is not, nor ever has been, engaged in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting Parent or any of its employees. There is not now pending, and no claim Person has threatened to commence, any such slowdown, work stoppage, labor dispute or grievance union organizing activity or any similar activity or dispute. No event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the Knowledge knowledge of Parent, threatened or reasonably anticipated relating to any employment Contractlabor, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration safety or discrimination matters involving any Parent Associateemployee of Parent, including charges of unfair labor practices or harassment discrimination complaints. (c) Parent does not intend, nor has delivered it agreed or committed, to (i) establish or enter into any new Parent Employee Plan or Parent Employee Agreement, or (ii) modify or terminate any Parent Employee Plan or Parent Employee Agreement (except to conform any such Parent Employee Plan or Parent Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to the Company in writing). (d) Parent has made available to the Company an accurate and complete list, by country and as of the date hereof, copies of: (i) all documents embodying or setting forth the terms of each Parent Employee Plan and each Parent Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA, the Code or any other applicable Legal Requirement in connection with each Parent Employee Plan; (iiiii) for each Parent Employee AgreementPlan that is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Parent Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Parent Employee Plan; (v) all material written Contracts relating to each Parent Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Parent Associate relating to any Parent Employee Plan and any proposed Parent Employee Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to Parent or any Parent Affiliate; (vii) all correspondence to or from any Governmental Body relating to any Parent Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies pertaining to fiduciary liability insurance covering the fiduciaries for each Parent Employee Plan; (x) all non-discrimination test reports and summaries for each Parent Employee Plan for the three most recent plan years; and (iiixi) all work rules (together the most recent IRS determination or opinion letter issued with all policies and supplements related theretorespect to each Parent Employee Plan intended to be qualified under Section 401(a) and employee manuals and handbooks relating to employees of any Parent Entitythe Code. (de) Each of the Parent Entities and each Parent Affiliates has Affiliate have performed in all material respects all obligations required to be performed by it them under each Parent Employee Plan, Plan and each Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Employee Plan. (e) None of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to . Neither Parent nor any Parent Associate. (g) Except as set forth Affiliate is in Part 3.15(g) of the Parent Disclosure Scheduledefault or violation of, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award no knowledge of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (h) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.any

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a) of the Parent Disclosure Schedule, the Schedule sets forth a list of employment of each of the agreements currently in effect for any Parent Entities’ employees is terminable by the applicable Parent Entity at willEntity. None of the Parent Entities is a party to, or has a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parent, seeking to represent any employees of any of the Parent Entities. (b) There is no claim or grievance pending or, to the Knowledge of Parent, threatened relating to any employment Contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaints. (c) Parent has delivered or made available to the Company an accurate and complete list, by country and as of the date hereof, of: (i) each Parent Employee Plan; (ii) each Parent Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Entity. (d) Each of the Parent Entities and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Employee Plan. (e) None Since December 31, 2013, none of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. (g) Except as set forth in Part 3.15(g3.15(f) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (hg) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is a party to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(aSchedule 3.13(a) of the Parent Company Disclosure Schedule, Schedules contains an accurate and complete list as of the employment date hereof of each plan, program, agreement or arrangement constituting an employee welfare benefit plan (an “Employee Welfare Benefit Plan”) as defined in Section 3(1) of the Parent Entities’ employees is terminable by the applicable Parent Entity at will. None Employee Retirement Income Security Act of the Parent Entities is a party to1974, as amended, (“ERISA”), or has a duty to bargain foran employee pension benefit plan (an “Employee Pension Benefit Plan”) as defined in Section 3(2) of ERISA, and each other material employee benefit plan, agreement, program or arrangement or employment practice, including, without limitation, any collective bargaining agreement plan, agreement, program, arrangement or other Contract employee practice involving compensation, stock, stock rights, bonuses, retirement, pension, profit sharing, deferred compensation, medical, health, life, vision, disability or accident insurance, and severance or termination pay, that any Acquired Company currently maintains for the benefit of its current or former employees, directors and independent contractors, to which any Acquired Company currently contributes or is required to contribute with a labor organization or works council representing respect to any of its employees current or former employees, directors or independent contractors, or to which any Acquired Company has any liability, whether written or unwritten, funded or unfunded (collectively, the “Company Employee Plans”). The Company does not intend nor has it committed to establish or enter into any new Company Employee Plan, or to modify any Company Employee Plan other than as required by applicable Legal Requirements or contemplated by this Agreement. Each of the Company Employee Plans may be amended or terminated at any time by action of the plan sponsor’s Board of Directors, or a committee of such Board of Directors or duly authorized officer, in each case subject to the terms of the Company Employee Plan and compliance with applicable Legal Requirements. To the knowledge of the Company, no event has occurred and there are currently exists no labor organizations condition or works councils representing, purporting set of circumstances in connection with which the Acquired Companies would be subject to represent or, to any material liability under the Knowledge of Parent, seeking to represent any employees terms of any Company Employee Plans, ERISA, the Code or any other applicable Legal Requirement, including, without limitation, any liability under Title IV of the Parent EntitiesERISA. (b) There is no claim or grievance pending With respect to each Company Employee Plan, Company has made available to Parent: (i) all current plan documents (or, with respect to any Company Employee Plan that is unwritten, a detailed written description of eligibility, participation, benefits, funding arrangements, assets and any other matters that related to the Knowledge obligations of Parentany Acquired Company), threatened (ii) all rulings, determination letters, or National Office Opinion Letters, no-action letters or advisory opinions from the Internal Revenue Service (“IRS”), U.S. Department of Labor or any other Governmental Body and open requests therefore, (iii) all current summary plan descriptions and any summaries of material modifications thereto, and (iv) all current trust agreements, and insurance contracts, and any other instruments relating to the funding or payment of benefits, (v) the most recent actuarial and financial reports (audited and/or unaudited) and the annual reports filed with any employment ContractGovernment Body during the current year and each of the three preceding years, wages (vi) all collective bargaining agreements pursuant to which any contributions have been made or obligations incurred (including both pension and hourswelfare benefits) by any Acquired Company, leave of absence, plant closing notification, employment statute or regulation, work rule (together with vii) all securities registration statements filed and (viii) all fiduciary insurance policies and supplements related thereto)any contracts with third-party administrators, privacy rightactuaries, labor disputeinvestment managers, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaintsconsultants and other independent contractors. (c) Parent To the knowledge of the Company, each Company Employee Plan has delivered been maintained, operated, and administered in compliance with its terms and any related documents or made available agreements and in compliance with all applicable Legal Requirements, in each case in all material respects. Each Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter from the Internal Revenue Service (or comparable letter, such as an opinion or notification letter as to the Company an accurate form of plan adopted by one or more Acquired Companies) as to its qualified status under the Code, and complete list, by country and as to the knowledge of the date hereof, of: (i) each Parent Employee Plan; (ii) each Parent Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks relating to employees Company nothing has occurred that could result in the loss of any Parent Entitysuch qualified status. (d) Each of the Parent Entities and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent No Company Employee Plan has been established and or any other employee benefit plan maintained in all material respects in accordance with its terms and applicable Legal Requirements. Each Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred and no circumstance within the last six years by any Acquired Company or condition exists any entity that could reasonably be expected to result in the disqualification of any such Parent Employee Plan. (e) None of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated in treated as a single employer with an Acquired Company under Code Section 414 is or contributed to any: was (i) Parent Pension Plan subject to Title IV of ERISA; ERISA or Code Section 412, (ii) a “multiemployer multi-employer plan” within the meaning of Section (3)(373(37) of ERISA; ERISA or (iii) plan described in a voluntary employees’ benefit association within the meaning of Section 413 501(c)(9) of the Code. None Full payment has been made within the time periods prescribed by ERISA and the Code of all amounts that are required under the terms of each Company Employee Plan to be paid as contributions or premiums with respect to all periods prior to and including the last day of the Parent Entitiesmost recent fiscal year of such Company Employee Plan ended on or before the date of this Agreement and all periods thereafter prior to the Closing Date. (e) No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and no Parent Affiliatenot otherwise exempt under Section 408 of ERISA, maintains, sponsors or contributes has occurred with respect to any Parent Company Employee Plan that is an employee welfare benefit plan and to the knowledge of the Company no fiduciary (as such term is defined in within the meaning of Section 3(13(21) of ERISA) and of any Company Employee Plan subject to Part 4 of Title I of ERISA has committed a breach of fiduciary duty that is, in whole or in part, self-funded or self-insuredcould subject any Acquired Company to any liability. (f) Neither There are no Claims or actions pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits), against any Company Employee Plan or against the assets of any Company Employee Plan. There are no audits, inquiries or actions pending or, to the knowledge of the Company, threatened by the IRS, Department of Labor, or any other Governmental Body with respect to any Company Employee Plan. (g) No Employee Welfare Benefit Plan (other than a plan covering only one individual employee or former employee and his or her dependents) provides material benefits to former employees of any Acquired Company other than pursuant to Section 4980B of the Code. To the knowledge of the Company, all claims incurred under each Employee Welfare Benefit Plan are (i) insured pursuant to a Contract of insurance whereby the insurance company bears any risk of loss with respect to such claims, (ii) covered under a Contract with a health maintenance organization (an “HMO”) pursuant to which the HMO bears the liability for claims or (iii) reflected as a liability or accrued for in the Company Financial Statements. (h) Except as set forth on Schedule 3.13(h) of the Company Disclosure Schedules, neither the execution of this Agreement nor the consummation of the Contemplated Transactions transactions contemplated hereby will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Company Employee Plan, Parent Employee Agreement, trust or loan Plan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent AssociateCompany Employee Plan, including, without limitation, any “excess parachute payment” as defined under Code Section 280G. (i) To the knowledge of the Company, each Company Employee Plan covering non-U.S. employees (a “Company International Plan”) has been maintained in substantial compliance with its material terms and with the material requirements prescribed by any and all applicable Legal Requirements (including any special provisions relating to registered or qualified plans where such Company International Plan was intended to so qualify) and has been maintained in good standing with applicable regulatory authorities. The fair market value of the assets of each funded Company International Plan, if any, (or the liability of each funded Company International Plan funded through insurance) is sufficient to procure or provide for the benefits accrued thereunder through the Effective Time according to the actuarial assumptions and valuations most recently used to determine employer contributions to the Company International Plan. (gj) Except as set forth in Part 3.15(g) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, Each Acquired Company is in compliance in all material respects with any Order all Legal Requirements respecting or arbitration award of any court, arbitrator or any Governmental Body respecting employment, pertaining to employment and employment practices, terms terms, wages and hours and conditions of employmentemployment (including without limitation equal employment opportunities and discrimination, wageswage and hour standards, hours or other labor related matters; (iioccupational health and safety requirements, and the Worker Adjustment Retraining and Notification Act). Except as set forth on Schedule 3.13(k) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for Company Disclosure Schedules, there are no pending, or to the Company’ knowledge, threatened claims or actions against any payment Acquired Company relating to any trust the employment or other fund governed by or maintained by or on behalf termination of any Governmental Body with respect employee or the refusal to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice)hire any job applicant. (hk) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be characterized Except as a “parachute payment” within the meaning of Section 280G(b)(2set forth on Schedule 3.13(k) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(mCompany Disclosure Schedules: (i) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity no Acquired Company is a party to or has subject to any obligation under collective bargaining agreement or similar labor union contract (“Union Contract”); (ii) no labor union or other collective bargaining unit represents or, to the Company’s knowledge, claims to represent any Contract employee of an Acquired Company; and (iii) to compensate the Company’s knowledge, there are no union organizing activities being conducted or threatened, with respect to any Person for excise Taxes payable pursuant to Section 4999 Acquired Company. (l) Except as set forth on Schedule 3.13(l) of the Code Company Disclosure Schedules, (i) there is no unfair labor practice complaint or grievance pending, or to the Company’s knowledge threatened, against any Acquired Company before the National Labor Relations Board or before any other Governmental Body in any jurisdiction that involves any current employee of an Acquired Company or any former employee of an Acquired Company in respect of his or her employment by such Acquired Company, and (ii) there is no labor strike, dispute, grievance, slowdown or stoppage pending or, to the Company’s knowledge, threatened against or affecting any Acquired Company involving any employee of an Acquired Company. (m) Except as set forth on Schedule 3.7(a)(ii) of the Company Disclosure Schedules, the employment of each employee of the Acquired Companies (other than employees covered by a Union Contract) is terminable by the Acquired Company at will without obligation for additional Taxes payable pursuant severance pay. The Company has made available to Parent accurate and complete copies of all current employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current employees of the Acquired Companies. No “leased employee,” as that term is defined in Section 409A 414(n) of the Code, performs services for any Acquired Company.

Employee and Labor Matters; Benefit Plans. (a) Except as set forth in Part 3.15(a) Neither Parent nor any of the Parent Disclosure Schedule, the employment of each of the Parent Entities’ employees its Subsidiaries is terminable by the applicable Parent Entity at will. None of the Parent Entities is or has been a party to, subject to, or has a duty under any obligation to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees Collective Bargaining Agreement, and there are no labor organizations or works councils representing, purporting to represent or, to the Knowledge of Parent, seeking to represent any employees employee or Contract Worker of Parent or any of the Parent Entities. (b) its Subsidiaries. There is are no claim organizing, election, certification petitions, campaigns, or grievance other activities pending or, to the Knowledge of Parent, threatened relating by or on behalf of any Union with respect to any Parent Associate. No Union holds bargaining rights with respect to any Parent Associate by way of certification, interim certification, voluntary recognition or succession rights, or has applied or, to the Knowledge of Parent, threatened to apply to be certified as the bargaining agent of any Parent Associate. Neither Parent nor any of its Subsidiaries has agreed to recognize any Union, nor has any Union been certified as the exclusive bargaining representative of any Parent Associate. Neither Parent nor any of its Subsidiaries is or has been the subject of a slowdown, strike, picketing, boycott, group work stoppage, labor dispute, attempt to organize or Union organizing activity, or any similar activity or dispute, affecting Parent, any of its Subsidiaries or any of their respective employees. (b) Except as would not have a material and adverse effect on Parent and its Subsidiaries taken as a whole, each Parent Associate that currently renders or has rendered US-LEGAL-11446530/6 174293-0017 3089529.v7 services to Parent or any of its Subsidiaries that is classified as a Contract Worker or other non-employee status or as an exempt or non-exempt employee, is properly characterized as such for all purposes, including: (i) for purposes of the Fair Labor Standards Act and similar applicable state, local, provincial and foreign Applicable Laws governing the payment of wages (including overtime and premium wages); (ii) Tax Applicable Laws; and (iii) unemployment insurance and worker’s compensation obligations, and Parent and its Subsidiaries have properly classified and treated each such individual in accordance with Applicable Laws and for purposes of all applicable Parent Employee Plans and perquisites. No Contract Worker is eligible to participate in any Parent Employee Plan. (c) Except as would not have a material and adverse effect on Parent taken as a whole, to the Knowledge of Parent, no Person has claimed or has reason to claim that any Parent Associate or other individual affiliated or associated with Parent or any of its Subsidiaries: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement, any other restrictive covenant with such Person; (ii) has disclosed or utilized any trade secret or proprietary information or documentation of such Person; or (iii) has interfered in the employment relationship between such Person and any of its present or former employees. Except as would not have a material and adverse effect on Parent taken as a whole, to the Knowledge of Parent, no Parent Associate has used or proposed to use any trade secret, information or documentation confidential or proprietary to any former employer or other Person for whom such individual performed services or violated any confidential relationship with any Person in connection with the development, marketing or sale of any product or proposed product, or the development or sale of any service or proposed service, of Parent or any of its Subsidiaries. (d) Parent and its Subsidiaries are, and since January 1, 2020 have been, in compliance in all material respects with all Applicable Laws respecting labor and employment, including hiring practices, employment practices, terms and conditions of employment, wages, hours or other labor-related matters, including Applicable Laws relating to discrimination, equal pay, wages and hours, leave overtime, business expense reimbursements, labor relations, leaves of absence, plant closing notificationpaid sick leave laws, work breaks, classification of employees (including exempt and independent contractor status), occupational health and safety, immigration, privacy, fair credit reporting, harassment, retaliation, disability rights and benefits, reasonable accommodation, equal employment, fair employment practices, immigration, wrongful discharge or violation of personal rights including the Worker Adjustment and Retraining Notification Act (and any similar foreign, provincial, state or local statute or regulation) (the “WARN Act”). Since January 1, work rule (2021, Parent and its Subsidiaries have not effectuated a “plant closing” or “mass layoff” as those terms are used in the WARN Act and similar laws or has become subject to any obligation under any Applicable Law or otherwise to notify or consult with, prior to or after the Effective Time, any Governmental Authority or other Person with respect to the impact of the Contemplated Transactions. Parent and its Subsidiaries have properly accrued in the ordinary course of business and in accordance with GAAP, and has timely made all payments for, all wages, overtime, salaries, commissions, bonuses, fees and other compensation, together with all policies any related Taxes and supplements related theretoany payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, worker’s compensation, social security or other benefits or obligations (other than routine payments to be made in the ordinary course of business), privacy rightfor any services performed, labor disputedirectly or indirectly, safety, retaliation, immigration or discrimination matters involving any for Parent Associate, including charges of unfair labor practices or harassment complaintsand its Subsidiaries. (ce) Parent and its Subsidiaries are, and since April 1, 2020 has delivered been in compliance in all material respects with Applicable Laws regarding COVID-19 health and safety protocols. Parent and its Subsidiaries have also used commercially reasonable efforts to adhere to applicable guidance from applicable Governmental Authorities such as the U.S. Centers for US-LEGAL-11446530/6 174293-0017 3089529.v7 Disease Control and Prevention and the federal Occupational Safety and Health Administration relating to COVID-19. (f) Neither Parent, any of its Subsidiaries nor any of their respective directors or made available officers, nor any management level employees, is under administrative, civil or criminal (i) indictment or audit or (ii) to the Company Knowledge of Parent, investigation, in each case by any Governmental Authority relating to labor or employment matters at Parent or any of its Subsidiaries that reasonably would be expected to result in a notice of material violation, material finding of reasonable cause, or similar material adverse finding. (g) Part 3.19(g) of the Parent Disclosure Schedule contains an accurate and complete list, by country and as of the date hereofof this Agreement, ofof each material Parent Employee Plan and each material Parent Employee Agreement. Neither Parent nor any of its Subsidiaries intends, and neither Parent nor any of its Subsidiaries has committed, to establish or enter into any new arrangement that would constitute a Parent Employee Plan or Parent Employee Agreement, or to materially modify any Parent Employee Plan or Parent Employee Agreement (except to conform any such Parent Employee Plan or Parent Employee Agreement to the requirements of any Applicable Laws, in each case as previously disclosed to the Company in writing or as required by this Agreement). Parent has Made Available to the Company, in each case, to the extent applicable: (i) accurate and complete copies of all documents setting forth the terms of each material Parent Employee Plan and each material Parent Employee Agreement, including all amendments thereto and all related trust documents; (ii) the most recent summary plan description, together with summaries of the material modifications thereto, if any, required under ERISA with respect to each material Parent Employee Plan; (iiiii) all trust agreements, insurance contracts and funding agreements, including all amendments thereto; (iv) all discrimination and compliance tests required under the Code for the most recent plan year; (v) the most recent IRS determination or opinion letter issued with respect to each Parent Employee AgreementPlan intended to be qualified under Section 401(a) of the Code; and (iiivi) all work rules (together with all policies and supplements related thereto) and employee manuals and handbooks material, non-routine filings, notices, correspondence or other communications relating to employees of any Parent EntityEmployee Plan that was submitted to or received from the IRS, the Pension Benefit Guaranty Corporation, the DOL, the SEC, or any other Governmental Authority since January 1, 2020. (dh) Each of the Parent Entities and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent Employee Plan has been established established, maintained and maintained operated in all material respects in accordance with its terms and applicable Legal Requirementsin compliance in all material respects with all Applicable Laws, including ERISA and the Code. Each Any Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements Section 401(a) of the Code and each trust intended to be qualified under Section 501(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code and, to the Knowledge of Parent, nothing has occurred since the date of the most recent determination that would reasonably be expected to adversely affect such qualification. Each other Parent Employee Plan intended to be tax qualified under Applicable Laws is so Tax tax qualified, and no event has occurred and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent Employee Plan. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Parent Employee Plan. Each Parent Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without material Liability to the Acquired Companies, Parent or any Company ERISA Affiliates or any Parent ERISA Affiliates (other than ordinary administration expenses). There is no audit, inquiry or Legal Proceeding pending or, to the Knowledge of Parent, threatened or reasonably anticipated by the IRS, DOL, PBGC or any other Person with respect to any Parent Employee Plan. Neither Parent nor any Parent ERISA Affiliate has ever incurred any material penalty or Tax with respect to any Parent Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980H of the Code or any material penalty or Tax under Applicable Laws. Parent and the Parent ERISA Affiliates have timely US-LEGAL-11446530/6 174293-0017 3089529.v7 made all contributions and other payments required by and due under the terms of each Parent Employee Plan, except as would not result in material Liability and, to the extent not yet due, such contributions and other payments have been adequately accrued in accordance with GAAP in the consolidated financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Reports. Neither Parent nor any Parent ERISA Affiliate sponsors, maintains, participates in, or contributes to, or has an obligation to contribute to or has any Liability with respect to any Foreign Plan. (ei) None Neither Parent nor any of the its Parent EntitiesERISA Affiliates has ever, and no Parent Affiliate, has ever maintained, established, sponsored, participated in in, or contributed to, or been obligated to contribute to or has any Liability in respect of, any: (i) Parent Pension Plan “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA that is subject to Title IV of ERISAERISA or Section 412 of the Code; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code; or (iv) a “voluntary employee’s beneficiary association” within the meaning of Section 501(c)(9) of the Code. None No material Liability under Title IV or Section 302 of ERISA (other than any Liability for premiums due to the PBGC (which premiums have been paid when due)) has been incurred by Parent or any Parent ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to Parent or any Parent ERISA Affiliate of incurring any such Liability. No Parent Employee Plan subject to ERISA holds stock issued by Parent or any of its current Parent ERISA Affiliates as a plan asset. (j) No Parent Employee Plan or Parent Employee Agreement provides (except at no cost to Parent or any Affiliate of Parent), or reflects or represents any Liability of any of Parent or any Affiliate of Parent to provide, post-termination or retiree life insurance, post-termination or retiree health benefits or other post-termination or retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other Applicable Laws at the recipient’s sole premium expense. No Parent Employee Plan provides or reflects or represents any Liability of Parent or any Affiliate of Parent to provide, life insurance, health benefits or other welfare benefits to any member of Parent’s Board of Directors for any reason, unless such director is also an employee of Parent or any of its Subsidiaries. (k) Except as set forth in Part 3.19(k)-1 of the Parent EntitiesDisclosure Schedule, and no Parent Affiliateexcept as expressly required or provided by this Agreement, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured. (f) Neither neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or could reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection combination with any other circumstance another event, whether contingent or eventotherwise): (i) result in any payment (whether of bonus, change in control, retention, severance pay or otherwise), acceleration, forgiveness of indebtednessIndebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate. ; or (gii) Except create any limitation or restriction on the right of Parent or any of its Subsidiaries to merge, amend or terminate any Parent Employee Plan or Parent Employee Agreement. Without limiting the generality of the foregoing, except as set forth in on Part 3.15(g) 3.19(k)-2 of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the normal course of business and consistent with past practice). (h) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made amount payable to any Parent Associate, that, Associate as a result of the execution and delivery of this Agreement or the consummation of any of the Contemplated Transactions (either alone or in connection with the Merger, considered individually or considered collectively combination with any other such Contracts or payments, will, or could reasonably event) would be expected to, be characterized as a an “excess parachute payment” within the meaning of Section 280G(b)(2280G or would be nondeductible under Section 280G of the Code. Neither Parent nor any of its Subsidiaries has any obligation to compensate any Parent Associate for any Taxes incurred by such Parent Associate under Section 4999 of the Code. (l) Each Parent Employee Plan, Parent Employee Agreement or other Contract between Parent and any Parent Associate that is subject to U.S. law has been maintained and operated in documentary and operational compliance with Section 409A of the Code or give rise directly or indirectly to the payment an available exemption therefrom. Neither Parent nor any of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity its Subsidiaries is a party to or has any obligation Liability under any Employee Plan, Parent Employee Agreement or other Contract to US-LEGAL-11446530/6 174293-0017 3089529.v7 compensate any Person person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A or 457A of the Code.