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

Employee and Labor Matters; Benefit Plans. (a) Section 2.15(a)(i) of the Disclosure Schedule identifies each material Employee Benefit Plan that is not a Foreign Benefit Plan (a “U.S. Employee Benefit Plan”). Section 2.15(a)(ii) of the Disclosure Schedule separately identifies each material Employee Benefit Plan that is not subject to U.S. Legal Requirements (a “Foreign Benefit Plan”) and the non-U.S. jurisdiction applicable to each Foreign Benefit Plan. (b) None of the Acquired Companies or any trade or business (whether or not incorporated) under common control with any Acquired Company and that, together with any Acquired Company, is treated as a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”), maintains, sponsors or has an obligation to contribute to, and none of the Acquired Companies has at any time in the past five years maintained, sponsored or has had an obligation to contribute to any employee pension benefit plan (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA or Section 412 of the Code or any similar pension benefit plan that is a Foreign Benefit Plan, whether or not excluded from coverage under specific Titles or Subtitles of ERISA or a “multiple employer plan” (within the meaning of Section 413(c) of the Code), in each case, for the benefit of any current or former employees, consultants or directors of any of the Acquired Companies. None of the Employee Benefit Plans promises retiree medical, disability or life insurance benefits to any current or former employee, consultant or director of any Acquired Company, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable state or local Legal Requirement. (c) With respect to each Employee Benefit Plan, the Company has Made Available to Parent (in each case as in effect on the date of this Agreement) an accurate, current and complete copy of: (i) each material Employee Benefit Plan (including all material amendments thereto), except for (A) offer letters that provide for at-will employment and can be terminated without material cost or liability to the Acquired Companies; (B) consultant agreements that can be terminated without material cost or liability to the Acquired Companies; and (C) Company Option, Company RSU and Company PRSU agreements, in which case only standard forms of such agreements have been Made Available to Parent; provided that, individual agreements materially differing from such forms have also been Made Available to Parent; (ii) the annual report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code, with respect to such Employee Benefit Plan for the three most recent plan years; (iii) in the case of any Foreign Benefit Plan providing for deferred compensation or retirement benefits, any statutory funding requirement having a similar purpose, the most recent annual and periodic accounting of such plan’s assets and the most recent actuarial report; (iv) for U.S. Employee Benefits Plans, the most recent summary plan description, together with each summary of material modifications, if any, and for material Foreign Benefit Plans, the most recent summary of the plan; (v) for U.S. Employee Benefit Plans, the trust, funding agreement, insurance Contract and other documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof, and, for material Foreign Benefit Plans, the trust, funding agreement, insurance Contract and other material documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (vi) all material correspondence received in the last three years, if any, to or from any Governmental Body relating to such Employee Benefit Plan; (vii) the most recent determination letter (or opinion letter, if applicable) received from the IRS with respect to each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Code; and (viii) all material government and regulatory approvals received from any foreign Governmental Body with respect to Foreign Benefit Plans. (d) Except as would not result in a material liability to the Acquired Companies (taken as a whole): (i) each of the Employee Benefit Plans is and has been established, operated and administered in accordance with its terms and with applicable Legal Requirements, including ERISA and the Code; (ii) there are no audits, investigations or Legal Proceedings by any Governmental Body and no other actions, suits or claims pending, or, to the knowledge of the Company, threatened (other than routine claims for benefits) with respect to any Employee Benefit Plan; (iii) each Employee Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to any of the Acquired Companies (other than ordinary administration expenses); (iv) no event has occurred and, to the knowledge of the Company, no condition exists that would subject any Acquired Company, by reason of their affiliation to any ERISA Affiliate, to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Legal Requirements; and (v) no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, has occurred with respect to any Employee Benefit Plan. Each U.S. Employee Benefit Plan intended to be 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, or may rely upon an opinion letter for a prototype or volume submitter plan, and, to the knowledge of the Company, there has been no event, condition or circumstance that has resulted, or would reasonably be expected to result in, disqualification under the Code. (e) Except as would not result in a material liability to the Acquired Companies (taken as a whole), all contributions, premiums or payments required to be made with respect to any Employee Benefit Plan (other than Foreign Benefit Plans) have been made on or before their due dates. (f) Neither the execution, delivery or performance of this Agreement or the consummation of the Merger or any of the other Contemplated Transactions (either alone or in combination with another event, whether contingent or otherwise) will: (i) entitle any current or former employee, consultant or director of any of the Acquired Companies to any bonus, severance, change in control or other payment or to any increase therein upon any termination of employment or service; (ii) materially increase the benefits payable or provided to, or result in a forgiveness of indebtedness for, any such employee, consultant or director; (iii) accelerate the vesting, funding or time of payment of any compensation, Company Equity Award or any other benefit; (iv) result in any payments under any Employee Benefit Plan that would not be deductible under Section 280G of the Code); or (v) cause the application of an accelerated or additional tax under Section 409A of the Code. (g) Except as would not result in a material liability to the Acquired Companies (taken as a whole), with respect to each Foreign Benefit Plan, (i) all employer and employee contributions to each Foreign Benefit Plan required by applicable Legal Requirement or by the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient in all material respects to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such Foreign Benefit Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and no transaction shall cause such assets or insurance obligations to be less than such benefit obligations; (iii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is required; and (iv) has been established, administered and operated in all material respects in accordance with its terms and compliance with all applicable Legal Requirements. (h) The Company has Made Available to Parent a list of all employees of each of the Acquired Companies as of May 28, 2015, which list correctly reflects, in all material respects, their wage or salary, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation, commission or severance arrangements), their dates of employment and their positions, applicable classification, work location by country (or by state, for those located in the U.S.) and current status. (i) None of the Acquired Companies is a party to 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 Company, seeking to represent any employees of any of the Acquired Companies. There is no strike, slowdown, work stoppage, lockout, job action, or other labor dispute pending, or to the knowledge of the Company, threatened, as of the date of this Agreement, or question concerning representation, by or with respect to any of its employees. All of the employees of the Acquired Companies providing services in the United States are “at will” employees and all of the employment contracts of the employees of the Acquired Companies providing services outside the United States are in writing and may be terminated by three months’ notice or less given at any time without giving rise to any claim for contractual severance pay (other than a statutory redundancy payment or statutory or legally required compensation under any applicable Legal Requirements). The Company has Made Available to Parent or its advisors accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and written particulars of employment relating to the employment of the employees of the Acquired Companies (in each case as in effect on the date of this Agreement). (j) Each of the Acquired Companies: (i) is in compliance in all material respects with all applicable Legal Requirements and any order, ruling, decree, judgment 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, including the WARN Act (in the United States) and other applicable Legal Requirements, judgments and awards relating to discrimination, equal employment opportunity, wages and hours, labor relations, leave of absence requirements, and occupational health and safety, wrongful discharge or violation of the personal rights of employees, former employees or prospective employees; (ii) except as would result in a material liability to the Acquired Companies (taken as a whole), has withheld and reported all amounts required by agreement or applicable Legal Requirement to be withheld and reported with respect to wages, salaries and other payments to any Company Associates; (iii) has no material liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) has no material 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 or other benefits or obligations for any current or former employees, consultants or directors (other than routine payments to be made in the normal course of business). (k) Except as would not result in a material liability to the Acquired Companies (taken as a whole), all individuals who are performing consulting or other services for any of the Acquired Companies were classified correctly as “independent contractors,” “contingent workers,” “third party workers” or “employees,” as required by applicable Legal Requirements. (l) Except as would not result in a material liability to the Acquired Companies, taken as whole, as of the date of this Agreement, there are no Legal Proceedings or labor disputes or grievances pending, or to the knowledge of the Company, threatened or reasonably anticipated relating to any employment contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, collective bargaining agreement, work council agreement or any other labor union contract, employee privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety or discrimination matters involving any former or current employees, consultants or directors of any of the Acquired Companies. There is no charge or other action pending or, to the knowledge of the Company, threatened before the U.S. Equal Employment Opportunity Commission, any court, or any other Governmental Body with respect to the employment practices of any Acquired Company, other than charges or actions, individually or in the aggregate, that would not (i) prevent or materially delay consummation of the Merger; or (ii) if adversely determined, result in material liability to any Acquired Company. There is no obligation to obtain the consent of any works council or other employee representative body to enter into this Agreement or to consummate the Merger.

Employee and Labor Matters; Benefit Plans. (a) Section 2.15(a)(i2.12(a) of the Lambda Disclosure Schedule identifies each Letter lists all material Employee Lambda Benefit Plan that is not a Foreign Benefit Plan (a Plans as of the date hereof. For purposes of this Agreement, the term “U.S. Employee Lambda Benefit Plan”). Section 2.15(a)(ii” means each (i) of the Disclosure Schedule separately identifies each material Employee Benefit Plan that is not subject to U.S. Legal Requirements (a “Foreign Benefit Plan”) and the non-U.S. jurisdiction applicable to each Foreign Benefit Plan. (b) None of the Acquired Companies or any trade or business (whether or not incorporated) under common control with any Acquired Company and that, together with any Acquired Company, is treated as a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”), maintains, sponsors or has an obligation to contribute to, and none of the Acquired Companies has at any time in the past five years maintained, sponsored or has had an obligation to contribute to any employee pension benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) employee welfare benefit plan (as defined in Section 3(1) of ERISA), (iii) all other pension, retirement, bonus, commission, stock option, stock purchase, equity-based or cash-based incentive, deferred compensation, supplemental retirement or retiree plan, program or other retiree coverage or arrangement, insurance, medical, welfare, fringe benefit and other benefit plan, program, Contract, arrangement or policy and (iv) employment (other than offer letters providing for at-will employment), executive compensation, change in control, retention, termination or severance plan, program, Contract, or policy of any kind, in each case, that is subject sponsored, maintained or contributed to Title IV of ERISA by Lambda or Section 412 any of the Code Lambda Subsidiaries or any similar pension benefit plan that is a Foreign Benefit Plan, other Entity (whether or not excluded from coverage under specific Titles incorporated) which is treated as a single employer together with Lambda or Subtitles any of ERISA or a “multiple employer plan” (the Lambda Subsidiaries within the meaning of Section 413(c4001(b) of the Code)ERISA (each, in each case, a “Lambda ERISA Affiliate”) for the benefit of any current of, or former employeesrelating to, consultants or directors of any of the Acquired Companies. None of the Employee Benefit Plans promises retiree medical, disability or life insurance benefits to any current or former employee, consultant officer, director or director other service provider of Lambda or any Acquired Company, except as required by Section 4980B of the CodeLambda Subsidiaries or as to which Lambda or any Lambda ERISA Affiliate has any liability or any current or future obligation. Lambda has made available to Pi, Part 6 true and complete copies of Title I of ERISA or similar applicable state or local Legal Requirement. (ci) With respect to the current plan document for each Employee written material Lambda Benefit Plan, the Company has Made Available to Parent (in each case as in effect on the date of this Agreement) an accurate, current and complete copy of: (i) each material Employee Benefit Plan (including all material amendments thereto), except for (A) offer letters that provide for at-will employment and can be terminated without material cost or liability to the Acquired Companies; (B) consultant agreements that can be terminated without material cost or liability to the Acquired Companies; and (C) Company Optionany related trust agreement currently in effect, Company RSU and Company PRSU agreements, in which case only standard forms of such agreements have been Made Available to Parent; provided that, individual agreements materially differing from such forms have also been Made Available to Parent; (ii) the most recent annual report (on Form Series 5500 and all series, with accompanying schedules and financial statements attached theretoattachments (including accountants’ opinions, if applicable), if any, required under ERISA or the Code, filed with respect to such Employee each Lambda Benefit Plan for the three most recent plan years; required to make such a filing, (iii) in the case of any Foreign Benefit Plan providing for deferred compensation or retirement benefits, any statutory funding requirement having a similar purpose, the most recent annual and periodic accounting of such plan’s assets and the most recent actuarial report; valuation for each Lambda Benefit Plan for which such a valuation was prepared and (iv) for U.S. Employee Benefits Plans, the most recent summary plan description, together with each summary of material modifications, if any, and for material Foreign Benefit Plans, the most recent summary of the plan; (v) for U.S. Employee Benefit Plans, the trust, funding agreement, insurance Contract and other documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof, and, for material Foreign Benefit Plans, the trust, funding agreement, insurance Contract and other material documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (vi) all material correspondence received in the last three years, if any, to or from any Governmental Body relating to such Employee Benefit Plan; (vii) the most recent favorable determination letter (or opinion letter, if applicable) received from the IRS with respect to issued for each U.S. Employee Lambda Benefit Plan which is intended to be qualified under Section 401(a) of the Code; . Lambda has provided a complete and (viii) all material government and regulatory approvals received from any foreign Governmental Body with respect to Foreign Benefit Plans. (d) Except as would not result in a material liability to the Acquired Companies (taken as a whole): (i) each accurate list of the Employee Benefit Plans is and has been establishedname, operated and administered in accordance with its terms and with applicable Legal Requirementsprincipal location of employment, including ERISA and the Code; (ii) there are no auditsjob title, investigations hire date, full or Legal Proceedings by any Governmental Body and no other actionspart time status, suits or claims pending, or, to the knowledge of the Company, threatened (other than routine claims for benefits) with respect to any Employee Benefit Plan; (iii) each Employee Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to any of the Acquired Companies (other than ordinary administration expenses); (iv) no event has occurred and, to the knowledge of the Company, no condition exists that would subject any Acquired Company, by reason of their affiliation to any ERISA Affiliate, to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Legal Requirements; and (v) no exempt v. non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code Fair Labor Standards Act classification, annualized salary or Sections 406 and 407 of ERISA, has occurred with respect to any Employee Benefit Plan. Each U.S. Employee Benefit Plan intended to be 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 hourly rate (or opinion letter, if applicable) as for work or services being provided to its qualified status under Lambda and any the CodeLambda Subsidiaries, or may rely upon an opinion letter for a prototype or volume submitter planand equity awards, and, to the knowledge of the Company, there has been no event, condition or circumstance that has resulted, or would reasonably be expected to result in, disqualification under the Code. (e) Except as would not result in a material liability to the Acquired Companies (taken as a whole), all contributions, premiums or payments required to be made with respect to any Employee Benefit Plan (other than Foreign Benefit Plans) have been made on or before their due dates. (f) Neither the execution, delivery or performance of this Agreement or the consummation of the Merger or any of the other Contemplated Transactions (either alone or in combination with another event, whether contingent or otherwise) will: (i) entitle any current or former employee, consultant or director of any of the Acquired Companies to any bonus, severance, change in control or other payment or to any increase therein upon any termination of employment or service; (ii) materially increase the benefits payable or provided to, or result in a forgiveness of indebtedness for, any such employee, consultant or director; (iii) accelerate the vesting, funding or time of payment of any compensation, Company Equity Award or any other benefit; (iv) result in any payments under any Employee Benefit Plan that would not be deductible under Section 280G of the Code); or (v) cause the application of an accelerated or additional tax under Section 409A of the Code. (g) Except as would not result in a material liability to the Acquired Companies (taken as a whole), with respect to each Foreign Benefit Plan, (i) all employer and employee contributions to each Foreign Benefit Plan required by applicable Legal Requirement or by the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Benefit Plan, employee of Lambda and the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient in all material respects to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such Foreign Benefit Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and no transaction shall cause such assets or insurance obligations to be less than such benefit obligations; (iii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is required; and (iv) has been established, administered and operated in all material respects in accordance with its terms and compliance with all applicable Legal Requirements. (h) The Company has Made Available to Parent a list of all employees of each of the Acquired Companies as of May 28, 2015, which list correctly reflects, in all material respects, their wage or salary, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation, commission or severance arrangements), their dates of employment and their positions, applicable classification, work location by country (or by state, for those located in the U.S.) and current status. (i) None of the Acquired Companies is a party to 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 Company, seeking to represent any employees of any of the Acquired Companies. There is no strike, slowdown, work stoppage, lockout, job action, or other labor dispute pending, or to the knowledge of the Company, threatened, as of Lambda Subsidiaries at the date of this Agreement, or question concerning representation, by or with respect to and indicates any employee of its employees. All Lambda who is on leave of the employees of the Acquired Companies providing services in the United States are “absence at will” employees and all of the employment contracts of the employees of the Acquired Companies providing services outside the United States are in writing and may be terminated by three months’ notice or less given at any time without giving rise to any claim for contractual severance pay (other than a statutory redundancy payment or statutory or legally required compensation under any applicable Legal Requirements). The Company has Made Available to Parent or its advisors accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and written particulars of employment relating to the employment of the employees of the Acquired Companies (in each case as in effect on the date of this Agreement). (j) Each of the Acquired Companies: (i) is in compliance in all material respects with all applicable Legal Requirements and any order, ruling, decree, judgment 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, including the WARN Act (in the United States) and other applicable Legal Requirements, judgments and awards relating to discrimination, equal employment opportunity, wages and hours, labor relations, leave of absence requirements, and occupational health and safety, wrongful discharge or violation of the personal rights of employees, former employees or prospective employees; (ii) except as would result in a material liability to the Acquired Companies (taken as a whole), has withheld and reported all amounts required by agreement or applicable Legal Requirement to be withheld and reported with respect to wages, salaries and other payments to any Company Associates; (iii) has no material liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) has no material 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 or other benefits or obligations for any current or former employees, consultants or directors (other than routine payments to be made in the normal course of business). (k) Except as would not result in a material liability to the Acquired Companies (taken as a whole), all individuals who are performing consulting or other services for any of the Acquired Companies were classified correctly as “independent contractors,” “contingent workers,” “third party workers” or “employees,” as required by applicable Legal Requirements. (l) Except as would not result in a material liability to the Acquired Companies, taken as whole, as of the date of this Agreement, there are no Legal Proceedings or labor disputes or grievances pending, or to the knowledge of the Company, threatened or reasonably anticipated relating to any employment contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, collective bargaining agreement, work council agreement or any other labor union contract, employee privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety or discrimination matters involving any former or current employees, consultants or directors of any of the Acquired Companies. There is no charge or other action pending or, to the knowledge of the Company, threatened before the U.S. Equal Employment Opportunity Commission, any court, or any other Governmental Body with respect to the employment practices of any Acquired Company, other than charges or actions, individually or in the aggregate, that would not (i) prevent or materially delay consummation of the Merger; or (ii) if adversely determined, result in material liability to any Acquired Company. There is no obligation to obtain the consent of any works council or other employee representative body to enter into this Agreement or to consummate the Merger.

Employee and Labor Matters; Benefit Plans. (a) Section 2.15(a)(i2.13(a) of the East Disclosure Schedule identifies each material Employee Benefit Plan that is not a Foreign Benefit Plan (a “U.S. Employee Benefit Plan”). Section 2.15(a)(ii) Letter lists as of the Disclosure Schedule separately identifies each date of this Agreement (i) all material Employee Benefit Plan that is not subject to U.S. Legal Requirements (a “Foreign Benefit Plan”) and the non-U.S. jurisdiction applicable to each Foreign Benefit Plan. (b) None of the Acquired Companies or any trade or business (whether or not incorporated) under common control with any Acquired Company and that, together with any Acquired Company, is treated as a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”), maintains, sponsors or has an obligation to contribute to, and none of the Acquired Companies has at any time in the past five years maintained, sponsored or has had an obligation to contribute to any employee pension benefit plan plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) all material employee welfare benefit plans (as defined in Section 3(1) of ERISA), (iii) all other material pension, bonus, commission, stock option, stock purchase, incentive, deferred compensation, supplemental retirement or retiree plans, programs or other retiree coverage or arrangements, fringe benefit and other benefit plans, programs, Contracts, arrangements or policies and (iv) any material employment, executive compensation, change in control or severance plans, programs, Contracts, arrangements or policies, in each case, that is subject to Title IV of ERISA sponsored or Section 412 maintained by East or any of the Code East Subsidiaries or any similar pension benefit plan that is a Foreign Benefit Plan, other Entity (whether or not excluded from coverage under specific Titles incorporated) which is treated as a single employer together with East or Subtitles any of ERISA or a “multiple employer plan” (the East Subsidiaries within the meaning of Section 413(c4001(b) of the Code)ERISA (each, in each case, an “East ERISA Affiliate”) for the benefit of, or relating to, any former or current employee, officer or director of any current East or former employees, consultants or directors of any of the Acquired CompaniesEast Subsidiaries or as to which East or any East ERISA Affiliate has any material liability (all such plans, programs, Contracts or policies as described in this Section 2.13(a), whether or not material, shall be collectively referred to as the “East Benefit Plans”). None East has made available to Central, true and complete copies of (i) the Employee Benefit Plans promises retiree medical, disability or life insurance benefits to any current or former employee, consultant or director of any Acquired Company, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable state or local Legal Requirement. (c) With respect to plan document for each Employee written material East Benefit Plan, the Company has Made Available to Parent (in each case as in effect on the date of this Agreement) an accurate, current and complete copy of: (i) each material Employee Benefit Plan (including all material amendments thereto), except for (A) offer letters that provide for at-will employment and can be terminated without material cost or liability to the Acquired Companies; (B) consultant agreements that can be terminated without material cost or liability to the Acquired Companies; and (C) Company Optionany related trust agreement currently in effect, Company RSU and Company PRSU agreements, in which case only standard forms of such agreements have been Made Available to Parent; provided that, individual agreements materially differing from such forms have also been Made Available to Parent; (ii) the most recent annual report (on Form Series 5500 and all series, with accompanying schedules and financial statements attached theretoattachments (including accountants’ opinions, if applicable), if any, required under ERISA or the Code, filed with respect to such Employee each East Benefit Plan for the three most recent plan years; required to make such a filing, (iii) in the case of any Foreign Benefit Plan providing for deferred compensation or retirement benefits, any statutory funding requirement having a similar purpose, the most recent annual and periodic accounting of such plan’s assets and the most recent actuarial report; valuation for each East Benefit Plan for which such a valuation was prepared and (iv) for U.S. Employee Benefits Plans, the most recent summary plan description, together with each summary of material modifications, if any, and for material Foreign Benefit Plans, the most recent summary of the plan; (v) for U.S. Employee Benefit Plans, the trust, funding agreement, insurance Contract and other documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof, and, for material Foreign Benefit Plans, the trust, funding agreement, insurance Contract and other material documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (vi) all material correspondence received in the last three years, if any, to or from any Governmental Body relating to such Employee Benefit Plan; (vii) the most recent favorable determination letter (or opinion letter, if applicable) received from the IRS with respect to issued for each U.S. Employee East Benefit Plan which is intended to be qualified under Section 401(a) of the Code; and (viii) all material government and regulatory approvals received from any foreign Governmental Body with respect to Foreign Benefit Plans. (db) Except as would not result in a material liability to set forth on Section 2.13(a) of the Acquired Companies (taken as a whole): East Disclosure Letter: (i) each none of the Employee East Benefit Plans promises or provides post-termination or retiree medical or life insurance benefits to any former or current employee of East or any of the East Subsidiaries (other than continuation coverage to the extent required by Law, whether pursuant to Section 4980B of the Code or other state Law); (ii) none of the East Benefit Plans are, or within the past six plan years have been, subject to Section 302 of Title IV of ERISA or Section 412 or 430 of the Code, a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), a “multiple employer plan” (as defined in Section 413(c) of the Code), a “multiemployer plan” (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a cash balance pension plan or other hybrid plan that is and has an “applicable defined benefit plan” as defined in Section 203(f)(3) of ERISA; (iii) all of the East Benefit Plans have been established, operated operated, funded and administered maintained in accordance all material respects in compliance with its their terms and with all applicable Legal RequirementsLaws, including ERISA and the Code; (iiiv) there are no audits, investigations or Legal Proceedings by any Governmental Body and no other actions, suits or claims pending, or, each East Benefit Plan subject to the knowledge Section 409A of the Company, threatened (other than routine claims for benefits) Code has been maintained in substantial compliance with respect to any Employee Benefit Plansuch provision; (iii) each Employee Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to any of the Acquired Companies (other than ordinary administration expenses); (iv) no event has occurred and, to the knowledge of the Company, no condition exists that would subject any Acquired Company, by reason of their affiliation to any ERISA Affiliate, to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Legal Requirements; and (v) no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, has occurred with respect to any Employee Benefit Plan. Each U.S. Employee each East Benefit Plan which is intended to be qualified under Section 401(a) of the Code and each trust intended to be qualified qualify under Section 501(a) of the Code has obtained received a favorable determination letter (or may rely on an opinion letter, if applicable) letter from the Internal Revenue Service as to its qualified status under Section 401(a) of the Code, or may rely upon an opinion letter for a prototype or volume submitter plan, and, Code and to the knowledge Knowledge of East, nothing has occurred since the Company, there has been no event, condition or circumstance issuance of such letter that has resulted, or would reasonably be expected to result inadversely affect the qualified status of such plan; (vi) no liability under Title IV of ERISA has been incurred by East, disqualification under any of the Code. (e) Except as would East Subsidiaries, or any East ERISA Affiliate that has not been satisfied in full when due, and no condition exists that is reasonably expected to result in the incurrence by East, any of the East Subsidiaries, or any East ERISA Affiliate of a liability under Title IV of ERISA (other than for the timely payment of Pension Benefit Guaranty Corporation insurance premiums); (vii) no East Benefit Plan that is subject to Section 412 of the Code or Section 302 of ERISA has incurred a “funding deficiency” (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA; (viii) all material liability to the Acquired Companies (taken as a whole), all contributions, premiums or payments contributions required to be made with respect to any Employee East Benefit Plan (other than Foreign Benefit Plans) have been made on or before their due dates. (f) Neither the execution, delivery or performance of this Agreement or the consummation of the Merger or any of the other Contemplated Transactions (either alone or in combination with another event, whether contingent or otherwise) will: (i) entitle any current or former employee, consultant or director of any of the Acquired Companies to any bonus, severance, change in control or other payment or to any increase therein upon any termination of employment or service; (ii) materially increase the benefits payable or provided to, or result in a forgiveness of indebtedness for, any such employee, consultant or director; (iii) accelerate the vesting, funding or time of payment of any compensation, Company Equity Award or any other benefit; (iv) result in any payments under any Employee Benefit Plan that would not be deductible under Section 280G of the Code); or (v) cause the application of an accelerated or additional tax under Section 409A of the Code. (g) Except as would not result in a material liability to the Acquired Companies (taken as a whole), with respect to each Foreign Benefit Plan, (i) all employer and employee contributions to each Foreign Benefit Plan required by applicable Legal Requirement or by the terms of such Foreign Benefit Plan date hereof have been made, or, if applicable, accrued in accordance with normal accounting practices; (iivii) the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient in all material respects to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such Foreign Benefit Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and no transaction shall cause such assets or insurance obligations to be less than such benefit obligations; (iii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is required; and (iv) has been established, administered and operated in all material respects in accordance with its terms and compliance with all applicable Legal Requirements. (h) The Company has Made Available to Parent a list of all employees of each of the Acquired Companies as of May 28, 2015, which list correctly reflects, in all material respects, their wage or salary, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation, commission or severance arrangements), their dates of employment and their positions, applicable classification, work location by country (or by state, for those located in the U.S.) and current status. (i) None of the Acquired Companies is a party to 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 pending or, to the knowledge Knowledge of the CompanyEast, seeking to represent any employees of any of the Acquired Companies. There is no strike, slowdown, work stoppage, lockout, job action, or other labor dispute pending, or to the knowledge of the Company, threatened, as of the date of this Agreement, or question concerning representation, by or with respect to any of its employees. All of the employees of the Acquired Companies providing services in the United States are “at will” employees and all of the employment contracts of the employees of the Acquired Companies providing services outside the United States are in writing and may be terminated by three months’ notice or less given at any time without giving rise to any claim for contractual severance pay (other than a statutory redundancy payment or statutory or legally required compensation under any applicable Legal Requirements). The Company has Made Available to Parent or its advisors accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and written particulars of employment relating to the employment of the employees of the Acquired Companies (in each case as in effect on the date of this Agreement). (j) Each of the Acquired Companies: (i) is in compliance in all material respects with all applicable Legal Requirements and any order, ruling, decree, judgment 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, including the WARN Act (in the United States) and other applicable Legal Requirements, judgments and awards relating to discrimination, equal employment opportunity, wages and hours, labor relations, leave of absence requirements, and occupational health and safety, wrongful discharge or violation of the personal rights of employees, former employees or prospective employees; (ii) except as would result in a material liability to the Acquired Companies (taken as a whole), has withheld and reported all amounts required by agreement or applicable Legal Requirement to be withheld and reported with respect to wages, salaries and other payments to any Company Associates; (iii) has no material liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) has no material liability for any payment to any trust or other fund governed by or maintained threatened claims by or on behalf of any Governmental Body with respect of the East Benefit Plans or otherwise relating to unemployment compensation benefits, social security or other benefits or obligations for any current or former employees, consultants or directors East Benefit Plan (other than routine payments to be made in claims for benefits); and (viii) no East Benefit Plan is maintained for the normal course benefit of business)employees, directors, or other individual service providers who work primarily outside of the United States. (kc) Except as would not result otherwise provided in a material liability to the Acquired Companies (taken as a whole), all individuals who are performing consulting or other services for any of the Acquired Companies were classified correctly as “independent contractors,” “contingent workers,” “third party workers” or “employees,” as required by applicable Legal Requirements. (l) Except as would not result in a material liability to the Acquired Companies, taken as whole, as of the date of this Agreement, there are no Legal Proceedings or labor disputes or grievances pending, or to the knowledge consummation of the Company, threatened transactions contemplated by this Agreement will not (either solely as a result thereof or reasonably anticipated relating to as a result of such transactions in conjunction with another event) (i) cause or result in an increase in the amount of compensation or benefits or timing of vesting or payment of any employment contract, wages and hours, leave benefits or compensation payable in respect of absence, plant closing notification, employment statute or regulation, collective bargaining agreement, work council agreement or any other labor union contract, employee privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety or discrimination matters involving any former or current employeesemployee, consultants officer or directors director of East or any of the Acquired Companies. There is no charge East Subsidiaries; or other action pending or(ii) cause or result in an increase in the liabilities of East, Central, the Surviving Corporation or any of their respective Subsidiaries to the knowledge any third Person on account of matters relating to compensation or benefits in respect of any former or current employee, officer or director of East or any of the Company, threatened before East Subsidiaries. (d) No East Benefit Plan provides for payments or benefits in connection with the U.S. Equal Employment Opportunity Commission, any court, or any other Governmental Body with respect to the employment practices of any Acquired Company, other than charges or actionstransactions contemplated by this Agreement that, individually or in the aggregate, would reasonably be expected to give rise to the payment of any amount that would result in a loss of tax deductions pursuant to Section 280G of the Code. (e) Neither East or any of the East Subsidiaries is party to or is otherwise bound to or is in the process of negotiating any labor agreements, collective bargaining agreements and any other labor-related agreements or arrangements with any union or other labor organization (collectively, “Labor Agreements”). Neither East nor any of the East Subsidiaries has any unions, employee representative bodies or other labor organizations which, to the Knowledge of East, represent any employees of East or any of the East Subsidiaries. (f) There is not now in existence, nor has there been since one (1) year prior to the date of this Agreement, any pending or, to the Knowledge of East, written threat of any: (i) prevent strike, slowdown, stoppage, picketing or materially delay consummation lockout against or affecting East or any of the MergerEast Subsidiaries; or (ii) if adversely determined, result in material liability to any Acquired Companylabor-related demand for representation. There is no obligation not now in existence any pending or, to obtain the consent Knowledge of East, threatened Legal Proceeding alleging or involving any violation of any works council employment-related, labor-related or benefits-related Law against, in respect of or relating to East, any of the East Subsidiaries or any East Benefit Plan, including claims arising under any such Law by any independent contractor or leased personnel; in each case except for such Legal Proceedings that have not had and would not reasonably be expected to have, individually or in the aggregate, an East Material Adverse Effect. (g) To the Knowledge of East, the relations between East and the East Subsidiaries, on the one hand, and each of their respective employees and the unions, employee representative bodies or other labor organizations representing any such employees, on the other hand, are satisfactory. (h) To the Knowledge of East, no current or former employee representative body of East or any of the East Subsidiaries at the level of Senior Vice President or above is in violation in any material respect, or has threatened a violation in any material respect, of any term or provision of any employment Contract, Labor Agreement, confidentiality or other proprietary information disclosure Contract arising out of or relating to enter into this Agreement such Person’s current or former employment or engagement by East or any of the East Subsidiaries. (i) To the Knowledge of East, none of East’s or the East Subsidiaries’ employment, labor, benefits or other policies or practices applicable to consummate any current or former employee, independent contractor or leased personnel of East or any of the MergerEast Subsidiaries are currently being audited or investigated by any Governmental Entity. (j) Neither East nor any of the East Subsidiaries has any employees employed outside of the United States. (k) None of East or any of the East Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of East or any of the East Subsidiaries that involves allegations relating to sexual harassment by an officer or employee of East or any of the East Subsidiaries at the level of Senior Vice President or above. To the Knowledge of East, in the last five (5) years, no allegations of sexual harassment have been made against any officer or employee of East or any of the East Subsidiaries at a level of Senior Vice President or above. (l) To the Knowledge of East, each individual who is currently providing services to East or any of the East Subsidiaries, or who previously provided services to East or any of the East Subsidiaries, as an independent contractor or consultant is or was properly classified and properly treated as an independent contractor or consultant by East or the East Subsidiaries. Each individual who is currently providing services to East or any of the East Subsidiaries through a third-party service provider, or who previously provided services to East or any of the East Subsidiaries through a third-party service provider, is not or was not an employee of East or any of the East Subsidiaries. None of East or any of the East Subsidiaries has a single employer, joint employer, alter ego or similar relationship with any other company. (m) East and the East Subsidiaries have not engaged in layoffs, furloughs or employment terminations, whether temporary or permanent, since January 1, 2020, through the date hereof. East and the East Subsidiaries have no plans to engage in any layoffs, furloughs or employment terminations, whether temporary or permanent, within the next six (6) months. East and the East Subsidiaries, taken as a whole, have sufficient employees to operate the East business as currently conducted and consistent with past practice. (n) Neither East nor any of the East Subsidiaries has applied for a loan under 15 U.S.C. 636(a)(36) (a “PPP Loan”). East and the East Subsidiaries have complied in all material respects as applicable with the requirements of (i) the Families First Coronavirus Response Act (the “FFCRA”), (ii) any applicable federal, state or local stay-at-home orders (i.e., directives that order residents to stay at home unless performing certain essential activities) and (iii) any applicable provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

Employee and Labor Matters; Benefit Plans. (a) Section 2.15(a)(i3.12(a) of the Central Disclosure Schedule identifies each material Employee Benefit Plan that is not a Foreign Benefit Plan (a “U.S. Employee Benefit Plan”). Section 2.15(a)(ii) Letter lists as of the Disclosure Schedule separately identifies each date of this Agreement (i) all material Employee Benefit Plan that is not subject to U.S. Legal Requirements (a “Foreign Benefit Plan”) and the non-U.S. jurisdiction applicable to each Foreign Benefit Plan. (b) None of the Acquired Companies or any trade or business (whether or not incorporated) under common control with any Acquired Company and that, together with any Acquired Company, is treated as a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”), maintains, sponsors or has an obligation to contribute to, and none of the Acquired Companies has at any time in the past five years maintained, sponsored or has had an obligation to contribute to any employee pension benefit plan plans (as defined in Section 3(2) of ERISA), (ii) all material employee welfare benefit plans (as defined in Section 3(1) of ERISA), (iii) all other material pension, bonus, commission, stock option, stock purchase, incentive, deferred compensation, supplemental retirement or retiree plans, programs or other retiree coverage or arrangements, fringe benefit and other benefit plans, programs, Contracts, arrangements or policies and (iv) any material employment, executive compensation, change in control or severance plans, programs, Contracts, arrangements or policies, in each case, that is subject to Title IV of ERISA sponsored or Section 412 maintained by Central or any of the Code Central Subsidiaries or any similar pension benefit plan that is a Foreign Benefit Plan, other Entity (whether or not excluded from coverage under specific Titles incorporated) which is treated as a single employer together with Central or Subtitles any of ERISA or a “multiple employer plan” (the Central Subsidiaries within the meaning of Section 413(c4001(b) of the Code)ERISA (each, in each case, a “Central ERISA Affiliate”) for the benefit of, or relating to, any former or current employee, officer or director of any current Central or former employees, consultants or directors of any of the Acquired CompaniesCentral Subsidiaries or as to which Central or any Central ERISA Affiliate has any material liability (all such plans, programs, Contracts or policies as described in this Section 3.12(a), whether or not material, shall be collectively referred to as the “Central Benefit Plans”). None Central has made available to East, true and complete copies of (i) the Employee Benefit Plans promises retiree medical, disability or life insurance benefits to any current or former employee, consultant or director of any Acquired Company, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable state or local Legal Requirement. (c) With respect to plan document for each Employee written material Central Benefit Plan, the Company has Made Available to Parent (in each case as in effect on the date of this Agreement) an accurate, current and complete copy of: (i) each material Employee Benefit Plan (including all material amendments thereto), except for (A) offer letters that provide for at-will employment and can be terminated without material cost or liability to the Acquired Companies; (B) consultant agreements that can be terminated without material cost or liability to the Acquired Companies; and (C) Company Optionany related trust agreement currently in effect, Company RSU and Company PRSU agreements, in which case only standard forms of such agreements have been Made Available to Parent; provided that, individual agreements materially differing from such forms have also been Made Available to Parent; (ii) the most recent annual report (on Form Series 5500 and all series, with accompanying schedules and financial statements attached theretoattachments (including accountants’ opinions, if applicable), if any, required under ERISA or the Code, filed with respect to such Employee each Central Benefit Plan for the three most recent plan years; required to make such a filing, (iii) in the case of any Foreign Benefit Plan providing for deferred compensation or retirement benefits, any statutory funding requirement having a similar purpose, the most recent annual and periodic accounting of such plan’s assets and the most recent actuarial report; valuation for each Central Benefit Plan for which such a valuation was prepared and (iv) for U.S. Employee Benefits Plans, the most recent summary plan description, together with each summary of material modifications, if any, and for material Foreign Benefit Plans, the most recent summary of the plan; (v) for U.S. Employee Benefit Plans, the trust, funding agreement, insurance Contract and other documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof, and, for material Foreign Benefit Plans, the trust, funding agreement, insurance Contract and other material documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (vi) all material correspondence received in the last three years, if any, to or from any Governmental Body relating to such Employee Benefit Plan; (vii) the most recent favorable determination letter (or opinion letter, if applicable) received from the IRS with respect to issued for each U.S. Employee Central Benefit Plan which is intended to be qualified under Section 401(a) of the Code; and (viii) all material government and regulatory approvals received from any foreign Governmental Body with respect to Foreign Benefit Plans. (db) Except as would not result in a material liability to set forth on Section 3.12(b) of the Acquired Companies (taken as a whole): Central Disclosure Letter: (i) each none of the Employee Central Benefit Plans promises or provides post-termination or retiree medical or life insurance benefits to any former or current employee of Central or any of the Central Subsidiaries (other than continuation coverage to the extent required by Law, whether pursuant to Section 4980B of the Code or other state Law); (ii) none of the Central Benefit Plans are, or within the past six plan years have been, subject to Section 302 of Title IV of ERISA or Section 412 or 430 of the Code, a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), a “multiple employer plan” (as defined in Section 413(c) of the Code), a “multiemployer plan” (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a cash balance pension plan or other hybrid plan that is and has an “applicable defined benefit plan” as defined in Section 203(f)(3) of ERISA; (iii) all of the Central Benefit Plans have been established, operated operated, funded and administered maintained in accordance all material respects in compliance with its their terms and with all applicable Legal RequirementsLaws, including ERISA and the Code; (iiiv) there are no audits, investigations or Legal Proceedings by any Governmental Body and no other actions, suits or claims pending, or, each Central Benefit Plan subject to the knowledge Section 409A of the Company, threatened (other than routine claims for benefits) Code has been maintained in substantial compliance with respect to any Employee Benefit Plansuch provision; (iii) each Employee Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to any of the Acquired Companies (other than ordinary administration expenses); (iv) no event has occurred and, to the knowledge of the Company, no condition exists that would subject any Acquired Company, by reason of their affiliation to any ERISA Affiliate, to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Legal Requirements; and (v) no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, has occurred with respect to any Employee Benefit Plan. Each U.S. Employee each Central Benefit Plan which is intended to be qualified under Section 401(a) of the Code and each trust intended to be qualified qualify under Section 501(a) of the Code has obtained received a favorable determination letter (or may rely on an opinion letter, if applicable) letter from the Internal Revenue Service as to its qualified status under Section 401(a) of the Code, or may rely upon an opinion letter for a prototype or volume submitter plan, and, Code and to the knowledge Knowledge of Central, nothing has occurred since the Company, there has been no event, condition or circumstance issuance of such letter that has resulted, or would reasonably be expected to result inadversely affect the qualified status of such plan; (vi) no liability under Title IV of ERISA has been incurred by Central, disqualification under any of the Code. (e) Except as would Central Subsidiaries, or any Central ERISA Affiliate that has not been satisfied in full when due, and no condition exists that is reasonably expected to result in the incurrence by Central, any of the Central Subsidiaries, or any Central ERISA Affiliate of a liability under Title IV of ERISA (other than for the timely payment of Pension Benefit Guaranty Corporation insurance premiums); (vii) no Central Benefit Plan that is subject to Section 412 of the Code or Section 302 of ERISA has incurred a “funding deficiency” (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA; (viii) all material liability to the Acquired Companies (taken as a whole), all contributions, premiums or payments contributions required to be made with respect to any Employee Central Benefit Plan (other than Foreign Benefit Plans) have been made on or before their due dates. (f) Neither the execution, delivery or performance of this Agreement or the consummation of the Merger or any of the other Contemplated Transactions (either alone or in combination with another event, whether contingent or otherwise) will: (i) entitle any current or former employee, consultant or director of any of the Acquired Companies to any bonus, severance, change in control or other payment or to any increase therein upon any termination of employment or service; (ii) materially increase the benefits payable or provided to, or result in a forgiveness of indebtedness for, any such employee, consultant or director; (iii) accelerate the vesting, funding or time of payment of any compensation, Company Equity Award or any other benefit; (iv) result in any payments under any Employee Benefit Plan that would not be deductible under Section 280G of the Code); or (v) cause the application of an accelerated or additional tax under Section 409A of the Code. (g) Except as would not result in a material liability to the Acquired Companies (taken as a whole), with respect to each Foreign Benefit Plan, (i) all employer and employee contributions to each Foreign Benefit Plan required by applicable Legal Requirement or by the terms of such Foreign Benefit Plan date hereof have been made, or, if applicable, accrued in accordance with normal accounting practices; (iiix) the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient in all material respects to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such Foreign Benefit Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and no transaction shall cause such assets or insurance obligations to be less than such benefit obligations; (iii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is required; and (iv) has been established, administered and operated in all material respects in accordance with its terms and compliance with all applicable Legal Requirements. (h) The Company has Made Available to Parent a list of all employees of each of the Acquired Companies as of May 28, 2015, which list correctly reflects, in all material respects, their wage or salary, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation, commission or severance arrangements), their dates of employment and their positions, applicable classification, work location by country (or by state, for those located in the U.S.) and current status. (i) None of the Acquired Companies is a party to 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 pending or, to the knowledge Knowledge of the CompanyCentral, seeking to represent any employees of any of the Acquired Companies. There is no strike, slowdown, work stoppage, lockout, job action, or other labor dispute pending, or to the knowledge of the Company, threatened, as of the date of this Agreement, or question concerning representation, by or with respect to any of its employees. All of the employees of the Acquired Companies providing services in the United States are “at will” employees and all of the employment contracts of the employees of the Acquired Companies providing services outside the United States are in writing and may be terminated by three months’ notice or less given at any time without giving rise to any claim for contractual severance pay (other than a statutory redundancy payment or statutory or legally required compensation under any applicable Legal Requirements). The Company has Made Available to Parent or its advisors accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and written particulars of employment relating to the employment of the employees of the Acquired Companies (in each case as in effect on the date of this Agreement). (j) Each of the Acquired Companies: (i) is in compliance in all material respects with all applicable Legal Requirements and any order, ruling, decree, judgment 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, including the WARN Act (in the United States) and other applicable Legal Requirements, judgments and awards relating to discrimination, equal employment opportunity, wages and hours, labor relations, leave of absence requirements, and occupational health and safety, wrongful discharge or violation of the personal rights of employees, former employees or prospective employees; (ii) except as would result in a material liability to the Acquired Companies (taken as a whole), has withheld and reported all amounts required by agreement or applicable Legal Requirement to be withheld and reported with respect to wages, salaries and other payments to any Company Associates; (iii) has no material liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) has no material liability for any payment to any trust or other fund governed by or maintained threatened claims by or on behalf of any Governmental Body with respect of the Central Benefit Plans or otherwise relating to unemployment compensation benefits, social security or other benefits or obligations for any current or former employees, consultants or directors Central Benefit Plan (other than routine payments to be made in claims for benefits); and (x) no Central Benefit Plan is maintained for the normal course benefit of business)employees, directors, or other individual service providers who work primarily outside of the United States. (kc) Except as would not result otherwise provided in a material liability to the Acquired Companies (taken as a whole), all individuals who are performing consulting or other services for any of the Acquired Companies were classified correctly as “independent contractors,” “contingent workers,” “third party workers” or “employees,” as required by applicable Legal Requirements. (l) Except as would not result in a material liability to the Acquired Companies, taken as whole, as of the date of this Agreement, there are no Legal Proceedings or labor disputes or grievances pending, or to the knowledge consummation of the Company, threatened transactions contemplated by this Agreement will not (either solely as a result thereof or reasonably anticipated relating to as a result of such transactions in conjunction with another event) (i) cause or result in an increase in the amount of compensation or benefits or timing of vesting or payment of any employment contract, wages and hours, leave benefits or compensation payable in respect of absence, plant closing notification, employment statute or regulation, collective bargaining agreement, work council agreement or any other labor union contract, employee privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety or discrimination matters involving any former or current employeesemployee, consultants officer or directors director of Central or any of the Acquired Companies. There is no charge Central Subsidiaries; or other action pending or(ii) cause or result in an increase in the liabilities of East, Central, the Surviving Corporation or any of their respective Subsidiaries to the knowledge any third Person on account of matters relating to compensation or benefits in respect of any former or current employee, officer or director of Central or any of the Company, threatened before Central Subsidiaries. (d) No Central Benefit Plan provides for payments or benefits in connection with the U.S. Equal Employment Opportunity Commission, any court, or any other Governmental Body with respect to the employment practices of any Acquired Company, other than charges or actionstransactions contemplated by this Agreement that, individually or in the aggregate, would reasonably be expected to give rise to the payment of any amount that would result in a loss of tax deductions pursuant to Section 280G of the Code. (e) Neither Central or any of the Central Subsidiaries is party to or is otherwise bound to or is in the process of negotiating any Labor Agreements. Neither Central nor any of the Central Subsidiaries has any unions, employee representative bodies or other labor organizations which, to the Knowledge of Central, represent any employees of Central or any of the Central Subsidiaries. (f) There is not now in existence, nor has there been since one (1) year prior to the date of this Agreement, any pending or, to the Knowledge of Central, written threat of any: (i) prevent strike, slowdown, stoppage, picketing or materially delay consummation lockout against or affecting Central or any of the MergerCentral Subsidiaries; or (ii) if adversely determined, result in material liability to any Acquired Companylabor-related demand for representation. There is no obligation not now in existence any pending or, to obtain the consent Knowledge of Central, threatened Legal Proceeding alleging or involving any violation of any works council employment-related, labor-related or benefits-related Law against, in respect of or relating to Central, any of the Central Subsidiaries or any Central Benefit Plan, including claims arising under any such Law by any independent contractor or leased personnel; in each case except for such Legal Proceedings that have not had and would not reasonably be expected to have, individually or in the aggregate, a Central Material Adverse Effect. (g) To the Knowledge of Central, the relations between Central and the Central Subsidiaries, on the one hand, and each of their respective employees and the unions, employee representative bodies or other labor organizations representing any such employees, on the other hand, are satisfactory. (h) To the Knowledge of Central, no current or former employee representative body of Central or any of the Central Subsidiaries at the level of Senior Vice President or above is in violation in any material respect, or has threatened a violation in any material respect, of any term or provision of any employment Contract, Labor Agreement, confidentiality or other proprietary information disclosure Contract arising out of or relating to enter into this Agreement such Person’s current or former employment or engagement by Central or any of the Central Subsidiaries. (i) To the Knowledge of Central, none of Central’s or the Central Subsidiaries’ employment, labor, benefits or other policies or practices applicable to consummate any current or former employee, independent contractor or leased personnel of Central or any of the MergerCentral Subsidiaries are currently being audited or investigated by any Governmental Entity. (j) Neither Central nor any of the Central Subsidiaries has any employees employed outside of the United States. (k) None of Central or any of the Central Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of Central or any of the Central Subsidiaries that involves allegations relating to sexual harassment by an officer or employee of Central or any of the Central Subsidiaries at the level of Senior Vice President or above. To the Knowledge of Central, in the last five (5) years, no allegations of sexual harassment have been made against any officer or employee of Central or the Central Subsidiaries at a level of Senior Vice President or above. (l) To the Knowledge of Central, each individual who is currently providing services to Central or any of the Central Subsidiaries, or who previously provided services to Central or any of the Central Subsidiaries, as an independent contractor or consultant is or was properly classified and properly treated as an independent contractor or consultant by Central or the Central Subsidiaries. Each individual who is currently providing services to Central or any of the Central Subsidiaries through a third-party service provider, or who previously provided services to Central or any of the Central Subsidiaries through a third-party service provider, is not or was not an employee of Central or any of the Central Subsidiaries. None of Central or any of the Central Subsidiaries has a single employer, joint employer, alter ego or similar relationship with any other company. (m) Central and the Central Subsidiaries have not engaged in layoffs, furloughs or employment terminations, whether temporary or permanent, since January 1, 2020, through the date hereof. Central and the Central Subsidiaries have no plans to engage in any layoffs, furloughs or employment terminations, whether temporary or permanent, within the next six (6) months. Central and the Central Subsidiaries, taken as a whole, have sufficient employees to operate the Central business as currently conducted and consistent with past practice. (n) Neither Central nor any of the Central Subsidiaries has applied for a PPP Loan. Central and the Central Subsidiaries have complied in all material respects as applicable with the requirements of (i) the FFCRA, (ii) any applicable federal, state or local stay-at-home orders (i.e., directives that order residents to stay at home unless performing certain essential activities) and (iii) any applicable provisions of the CARES Act.

Employee and Labor Matters; Benefit Plans. (a) Section 2.15(a)(i2.14(a) of the Marker Disclosure Schedule identifies each material Employee Benefit Plan that 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, 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 Marker or any Marker Affiliate, or which is not a Foreign Benefit Plan maintained by, administered or contributed to by, or required to be contributed to by, Marker or any Marker Affiliate, or under which Marker or any Marker Affiliate has incurred or may incur any liability (each, a “U.S. Marker Employee Benefit Plan”). Section 2.15(a)(ii) of the Disclosure Schedule separately identifies each material Employee Benefit Plan that is not subject to U.S. Legal Requirements (a “Foreign Benefit Plan”) and the non-U.S. jurisdiction applicable to each Foreign Benefit Plan. (b) None of the Acquired Companies or any trade or business (whether or not incorporated) under common control with any Acquired Company and that, together with any Acquired Company, is treated as a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”), maintains, sponsors or has an obligation to contribute to, and none of the Acquired Companies has at any time in the past five years maintained, sponsored or has had an obligation to contribute to any employee pension benefit plan (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA or Section 412 of the Code or any similar pension benefit plan that is a Foreign Benefit Plan, whether or not excluded from coverage under specific Titles or Subtitles of ERISA or a “multiple employer plan” (within the meaning of Section 413(c) of the Code), in each case, for the benefit of any current or former employees, consultants or directors of any of the Acquired Companies. None of the Employee Benefit Plans promises retiree medical, disability or life insurance benefits to any current or former employee, consultant or director of any Acquired Company, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable state or local Legal Requirement. (c) With respect to each Marker Employee Benefit Plan, the Company if any, Marker has Made Available made available to Parent (in each case as in effect on the date of this Agreement) an accurate, current TapImmune a true and complete copy of: , to the extent applicable, (i) each material such Marker Employee Benefit Plan (including all material amendments thereto)Plan, except for (A) offer letters that provide for at-will employment and can be terminated without material cost or liability to the Acquired Companies; (B) consultant agreements that can be terminated without material cost or liability to the Acquired Companies; and (C) Company Option, Company RSU and Company PRSU agreements, in which case only standard forms of such agreements have been Made Available to Parent; provided that, individual agreements materially differing from such forms have also been Made Available to Parent; (ii) the annual report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code, with respect to such Employee Benefit Plan for the three most recent plan years; annual reports (Form 5500) as filed with the Internal Revenue Service, (iii) in the case of any Foreign Benefit Plan providing for deferred compensation or retirement benefitseach currently effective trust agreement related to such Marker Employee Plan, any statutory funding requirement having a similar purpose, the most recent annual and periodic accounting of such plan’s assets and the most recent actuarial report; (iv) for U.S. Employee Benefits Plans, the most recent summary plan description, together with prospectus or similar employee summary for each summary of material modificationsMarker Employee Plan, if any, and for material Foreign Benefit Plans, (v) the most recent summary of the plan; (v) for U.S. Internal Revenue Service determination or opinion letter or analogous ruling under foreign law issued with respect to any Marker Employee Benefit PlansPlan, the trust, funding agreement, insurance Contract and other documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof, and, for material Foreign Benefit Plans, the trust, funding agreement, insurance Contract and other material documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (vi) all material notices, letters or other correspondence received in the last three years, if any, to or from any Governmental Body relating to such Employee Benefit Planor agency thereof within the last three years; (vii) all non-discrimination tests for the most recent determination letter (or opinion letter, if applicable) received from the IRS with respect to each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Codethree plan years; and (viii) all material government written agreements and regulatory approvals received from any foreign Governmental Body with respect to Foreign Benefit PlansContracts currently in effect, including (without limitation) administrative service agreements, group annuity contracts, and group insurance contracts. (dc) Except as would not result in a material liability to the Acquired Companies (taken as a whole): (i) each of the Each Marker Employee Benefit Plans Plan, if any, that is and has been established, operated and administered in accordance with its terms and with applicable Legal Requirements, including ERISA and the Code; (ii) there are no audits, investigations or Legal Proceedings by any Governmental Body and no other actions, suits or claims pending, or, to the knowledge of the Company, threatened (other than routine claims for benefits) with respect to any Employee Benefit Plan; (iii) each Employee Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to any of the Acquired Companies (other than ordinary administration expenses); (iv) no event has occurred and, to the knowledge of the Company, no condition exists that would subject any Acquired Company, by reason of their affiliation to any ERISA Affiliate, to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Legal Requirements; and (v) no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, has occurred with respect to any Employee Benefit Plan. Each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Code and each trust intended to be qualified under Section 501(a) of the Code has obtained received a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code, or may rely upon an on a favorable opinion letter for a prototype or volume submitter planwith respect to such qualified status from the Internal Revenue Service. To the Knowledge of Marker, and, to the knowledge of the Company, there nothing has been no event, condition or circumstance occurred that has resulted, or would reasonably be expected to result in, disqualification under adversely affect the Codequalified status of any such Marker Employee Plan or the exempt status of any related trust. (ed) Except Each Marker Employee Plan, if any, has been operated and maintained in compliance, in all material respects, with its terms and, both as would not result in a material liability to form and operations, with all applicable Legal Requirements, including the Acquired Companies (taken as a whole), all contributions, premiums Code and ERISA. Neither Marker nor any Marker Affiliate is subject to any Liability or payments penalty under Sections 4976 through 4980 of the Code or Title I of ERISA with respect to any of the Marker Employee Plans. All contributions required to be made with respect by Marker or any Marker Affiliate to any Marker Employee Benefit Plan (other than Foreign Benefit Plans) have been made on or before their due datesdates (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). (e) No suit, administrative proceeding, action or other litigation has been initiated against, or to the Knowledge of Marker, is threatened, against or with respect to any Marker Employee Plan, including any audit or inquiry by the IRS, United States Department of Labor or other Governmental Body. (f) Neither Marker nor any Marker Affiliate has announced its intention to modify or amend any Marker Employee Plan or adopt any arrangement or program which, once established, would come within the execution, delivery definition of a Marker Employee Plan. (g) No Marker Employee Plan is subject to Title IV or performance Section 302 of this Agreement ERISA or the consummation Section 412 of the Merger Code, and neither Marker nor any Marker 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 Marker Employee Plan is a Multiemployer Plan, and neither Marker nor any Marker Affiliate has ever contributed to or had an obligation to contribute, or incurred any liability in respect of the a contribution, to any Multiemployer Plan. No Marker Employee Plan is a Multiple Employer Plan. (h) No Marker Employee Plan provides for medical or death benefits beyond termination of service or retirement, other Contemplated Transactions (either alone or in combination with another event, whether contingent or otherwise) will: than (i) entitle any current pursuant to COBRA or former employee, consultant an analogous state law requirement or director of any of the Acquired Companies to any bonus, severance, change in control or other payment or to any increase therein upon any termination of employment or service; (ii) materially increase the death or retirement benefits payable or provided to, or result in under a forgiveness of indebtedness for, any such employee, consultant or director; (iii) accelerate the vesting, funding or time of payment of any compensation, Company Equity Award or any other benefit; (iv) result in any payments under any Marker Employee Benefit Plan that would not be deductible qualified under Section 280G 401(a) of the Code); . Neither Marker nor any Marker Affiliate sponsors or maintains any self-funded employee benefit plan. No Marker Employee Plan is subject to any Legal Requirement of any foreign jurisdiction outside of the United States. (vi) cause To the application Knowledge of an accelerated Marker, no payment pursuant to any Marker Employee Plan or additional other arrangement to any “service provider” (as such term is defined in Section 409A of the Code and the United States Treasury Regulations and IRS guidance thereunder) from Marker, including the grant, vesting or exercise of any stock option, would subject any Person to tax under pursuant to Section 409A of the Code. (g) Except as would not result in a material liability , whether pursuant to the Acquired Companies (taken as a whole), with respect to each Foreign Benefit Plan, (i) all employer and employee contributions to each Foreign Benefit Plan required by applicable Legal Requirement Contemplated Transactions or by the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient in all material respects to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such Foreign Benefit Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and no transaction shall cause such assets or insurance obligations to be less than such benefit obligations; (iii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is required; and (iv) has been established, administered and operated in all material respects in accordance with its terms and compliance with all applicable Legal Requirements. (h) The Company has Made Available to Parent a list of all employees of each of the Acquired Companies as of May 28, 2015, which list correctly reflects, in all material respects, their wage or salary, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation, commission or severance arrangements), their dates of employment and their positions, applicable classification, work location by country (or by state, for those located in the U.S.) and current status. (i) None of the Acquired Companies is a party to 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 Company, seeking to represent any employees of any of the Acquired Companies. There is no strike, slowdown, work stoppage, lockout, job action, or other labor dispute pending, or to the knowledge of the Company, threatened, as of the date of this Agreement, or question concerning representation, by or with respect to any of its employees. All of the employees of the Acquired Companies providing services in the United States are “at will” employees and all of the employment contracts of the employees of the Acquired Companies providing services outside the United States are in writing and may be terminated by three months’ notice or less given at any time without giving rise to any claim for contractual severance pay (other than a statutory redundancy payment or statutory or legally required compensation under any applicable Legal Requirements). The Company has Made Available to Parent or its advisors accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and written particulars of employment relating to the employment of the employees of the Acquired Companies (in each case as in effect on the date of this Agreement)otherwise. (j) Each Marker has paid all wages, bonuses, commissions 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. Marker is in material compliance with all of its bonus, commission and other compensation plans and has paid any and all amounts required to be paid under such plans, including any and all bonuses and commissions (or pro rata portion thereof) that may have accrued or been earned through the calendar quarter preceding the Effective Time, and is not liable for any payments, taxes or penalties for failure to comply with any of the Acquired Companies: terms or conditions of such plans or the laws governing such plans. (ik) Marker is and has been in compliance in all material respects with all applicable Legal Requirements state and any orderfederal labor and employment laws, ruling, decree, judgment or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, including those relating to wages, hours or other labor related mattershours, including the WARN Act (in the United States) and other applicable Legal Requirementscollective bargaining, judgments and awards relating to discriminationunemployment compensation, workers compensation, equal employment opportunity, wages discrimination, harassment, retaliation, immigration control, employee classification, the federal and hoursstate WARN Acts, labor relationsinformation privacy and security, leave payment and withholding of absence requirementsTaxes and continuation coverage with respect to group health plans, except where any non-compliance, individually or the aggregate, has not had and occupational health and safety, wrongful discharge or violation of the personal rights of employees, former employees or prospective employees; would not reasonably be expected to have a Marker Material Adverse Effect. Marker: (iii) except as would result in a material liability to the Acquired Companies (taken as a whole), has withheld and reported all amounts required by law or by agreement or applicable Legal Requirement to be withheld and reported with respect to wages, salaries and other payments to any Company Associates; employees, (iiiii) has no material liability is not liable for any arrears of wages wages, severance pay or any Taxes or any penalty of any material amount for failure to comply with any of the foregoing; , and (iviii) has no material liability 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 or other benefits or obligations for any current or former employees, consultants or directors employees (other than routine payments to be made in the normal course of businessbusiness and consistent with past practice). (k) Except as would not result in a material liability to the Acquired Companies (taken as a whole), all individuals who are performing consulting or other services for any of the Acquired Companies were classified correctly as “independent contractors,” “contingent workers,” “third party workers” or “employees,” as required by applicable Legal Requirements. (l) Except as would not result in a material liability to the Acquired Companies, taken as whole, as of the date of this Agreement, there . There are no Legal Proceedings actions, suits, claims or labor disputes or grievances administrative matters pending, or to the knowledge Knowledge of the CompanyMarker, threatened or reasonably anticipated against Marker relating to any employment contract, wages and hours, leave of absence, plant closing notificationemployee, employment statute or regulation, collective bargaining agreement, work council independent contractor, independent contractor agreement or Marker Employee Plan. There are no pending or, to the Knowledge of Marker, threatened or reasonably anticipated claims or actions against Marker or any other labor union contract, employee privacy right, labor dispute, workers’ trustee of Marker under any worker’s compensation policy or long-term disability policy. Marker is not a party to a conciliation agreement, safety or discrimination matters involving any former or current employees, consultants or directors of any of the Acquired Companies. There is no charge consent decree or other action pending oragreement or order with any federal, to the knowledge of the Company, threatened before the U.S. Equal Employment Opportunity Commission, any courtstate, or any other local agency or Governmental Body with respect to employment practices. (l) Except as noted on Section 2.14(l) of the Marker Disclosure Schedule, (i) all individuals employed by Marker are employed at-will and Marker has no employment practices or other agreements that contain any severance, change in control, or termination pay liabilities, and all agreements with independent contractors or consultants may be terminated by Marker without penalty or liability with 30 days or less notice, and (ii) no current or former independent contractor of Marker would reasonably be deemed to be a misclassified employee. Except as set forth on Section 2.14(l) of the Marker Disclosure Schedule, no independent contractor is eligible to participate in any Marker Employee Plan. Marker has no material liability with respect to any misclassification of: (A) any Person as an independent contractor rather than as an employee, (B) any employee leased from another employer, or (C) any employee currently or formerly classified as exempt from overtime wages. Marker has not 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. No terminations of employees of Marker prior to the Closing would trigger any notice or other obligations under the WARN Act or similar state or local law. (m) No employee of Marker is covered by an effective or pending collective bargaining agreement or similar labor agreement. There has not been any activity on behalf of any Acquired Companylabor organization or employee group to organize any such employees. There is not, other than and no employee of Marker has threatened, any labor dispute, work stoppage, labor strike or lockout against Marker. There are no (i) unfair labor practice charges or actionscomplaints against Marker pending before the National Labor Relations Board or any other labor relations tribunal or authority and, individually to the Knowledge of Marker, no such charges or complaints are threatened, (ii) representation claims or petitions pending before the National Labor Relations Board or any other labor relations tribunal or authority or (iii) grievances or pending arbitration proceedings against Marker that arose out of or under any collective bargaining agreement. (n) There is no Contract or arrangement to which Marker or any Marker Affiliate is a party or by which it is bound to compensate any of its current or former employees, independent contractors or directors for additional income or excise taxes paid pursuant to Sections 409A or 4999 of the Code. (o) Neither Marker nor any Marker Affiliate is a party to any Contract that has resulted or would reasonably be expected to result, separately or in the aggregate, that would not in the payment of (i) prevent or materially delay consummation any “excess parachute payment” within the meaning of Section 280G of the Merger; Code or (ii) if adversely determinedany amount the deduction for which would be disallowed under Section 162(m). (p) Except as set forth in Section 2.14(p) of the Marker 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 material liability any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Acquired Company. There is no obligation to obtain employee, independent contractor or director of Marker, (ii) materially increase or otherwise enhance any benefits otherwise payable by Marker, (iii) result in the consent acceleration of the time of payment or vesting of any works council such benefits, except as required under Section 411(d)(3) of the Code, (iv) increase the amount of compensation due to any Person by Marker or other employee representative body (v) result in the forgiveness in whole or in part of any outstanding loans made by Marker to enter into this Agreement or to consummate the Mergerany Person.

Employee and Labor Matters; Benefit Plans. (a) Section 2.15(a)(i2.17(a) of the Company Disclosure Schedule identifies each lists all written and describes the material Employee Benefit Plan that is not a Foreign Benefit Plan terms of all non-written employee benefit plans (a “U.S. Employee Benefit Plan”). as defined in Section 2.15(a)(ii3(3) of the Disclosure Schedule separately identifies each material Employee Benefit Plan that is not subject to U.S. Legal Requirements (a “Foreign Benefit Plan”ERISA) and the nonall bonus, equity-U.S. jurisdiction applicable 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 material 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 each Foreign Benefit Plan. any Company Associate (b) None or any present or former employee, consultant or director of the Acquired Companies or any trade or business (whether or not incorporated) which is a Company Affiliate) or which is maintained by, administered or contributed to by, or required to be contributed to by, the Company or any of its Subsidiaries, or under common control with which the Company or any Acquired of its Subsidiaries has incurred or may incur any liability (each, a “Company and that, together with any Acquired Company, is treated as a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code (an “ERISA AffiliateEmployee Plan”), maintains, sponsors or has an obligation to contribute to, and none of the Acquired Companies has at any time in the past five years maintained, sponsored or has had an obligation to contribute to any employee pension benefit plan (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA or Section 412 of the Code or any similar pension benefit plan that is a Foreign Benefit Plan, whether or not excluded from coverage under specific Titles or Subtitles of ERISA or a “multiple employer plan” (within the meaning of Section 413(c) of the Code), in each case, for the benefit of any current or former employees, consultants or directors of any of the Acquired Companies. None of the Employee Benefit Plans promises retiree medical, disability or life insurance benefits to any current or former employee, consultant or director of any Acquired Company, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable state or local Legal Requirement. (cb) With respect to each Company Employee Benefit Plan, the Company has Made Available made available to Parent (in each case as in effect on the date of this Agreement) an accurate, current a true and complete copy of: , to the extent applicable, (i) each material such Company Employee Benefit Plan (including all material amendments thereto)Plan, except for (A) offer letters that provide for at-will employment and can be terminated without material cost or liability to the Acquired Companies; (B) consultant agreements that can be terminated without material cost or liability to the Acquired Companies; and (C) Company Option, Company RSU and Company PRSU agreements, in which case only standard forms of such agreements have been Made Available to Parent; provided that, individual agreements materially differing from such forms have also been Made Available to Parent; (ii) the three most recent annual report reports (Form Series 5500 and all schedules and financial statements attached thereto)) as filed with the IRS, if any, required under ERISA or the Code, with respect to such Employee Benefit Plan for the three most recent plan years; (iii) in the case of each currently effective trust agreement related to such Company Employee Plan and any Foreign Benefit Plan providing for deferred compensation or retirement benefitsamendments thereto, any statutory funding requirement having a similar purpose, the most recent annual and periodic accounting of such plan’s assets and the most recent actuarial report; (iv) for U.S. Employee Benefits Plans, the most recent summary plan descriptiondescription for each Company Employee Plan for which such description is required, together along with each summary all summaries of material modifications, if any, and for material Foreign Benefit Plans, the most recent summary of the plan; (v) for U.S. Employee Benefit Plans, the trust, funding agreement, insurance Contract and other documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof, and, for material Foreign Benefit Plans, the trust, funding agreement, insurance Contract and other material documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (vi) all material correspondence received in the last three years, if any, to or from any Governmental Body relating to such Employee Benefit Plan; (vii) the most recent IRS determination letter (or opinion letter, if applicable) received from the IRS letter or analogous ruling under foreign law issued with respect to each U.S. any Company Employee Benefit Plan. (c) Each Company Employee Plan intended has been maintained in compliance, in all material respects, with its terms and, both as to be qualified under Section 401(aform and operation, with all applicable Law, including the Code and ERISA. All contributions, reserves, or premium payments (including all employer contributions and employee salary reduction contributions) that are due as of the Code; and (viii) all material government and regulatory approvals received from any foreign Governmental Body with respect date hereof have been made to Foreign Benefit Plansor paid on behalf of each Company Employee Plan. (d) Except as would not result in a material liability to the Acquired Companies (taken as a whole): (i) each of the Each Company Employee Benefit Plans Plan that is and has been established, operated and administered in accordance with its terms and with applicable Legal Requirements, including ERISA and the Code; (ii) there are no audits, investigations or Legal Proceedings by any Governmental Body and no other actions, suits or claims pending, or, to the knowledge of the Company, threatened (other than routine claims for benefits) with respect to any Employee Benefit Plan; (iii) each Employee Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to any of the Acquired Companies (other than ordinary administration expenses); (iv) no event has occurred and, to the knowledge of the Company, no condition exists that would subject any Acquired Company, by reason of their affiliation to any ERISA Affiliate, to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Legal Requirements; and (v) no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, has occurred with respect to any Employee Benefit Plan. Each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Code and each trust intended to be qualified under Section 501(a) of the Code has obtained received a favorable determination letter (or opinion letter, if applicable) as letter with respect to its such qualified status under from the Code, or may rely upon an opinion letter for a prototype or volume submitter plan, and, to the knowledge of the Company, there IRS. Nothing has been no event, condition or circumstance occurred that has resulted, or would reasonably be expected to result in, disqualification under adversely affect the Codequalified status of any such Company Employee Plan or the exempt status of any related trust. (e) Except as would not result in a material No Company Employee Plan is subject to Title IV or Section 302 of ERISA or Section 412 of the Code, and neither the Company nor any of its Subsidiaries or Company Affiliates has ever maintained, contributed to or partially or completely withdrawn from, or incurred any obligation or liability to the Acquired Companies (taken as a whole), all contributions, premiums or payments required to be made with respect to, any such plan. No Company Employee Plan is a Multiemployer Plan, and neither the Company nor any of its Subsidiaries or Company Affiliates has ever contributed to or had an obligation to contribute, or incurred any liability in respect of a contribution, to any Multiemployer Plan. No Company Employee Benefit Plan (other than Foreign Benefit Plans) have been made on or before their due datesis a Multiple Employer Plan. (f) Neither the execution, delivery Company nor any of its Subsidiaries has engaged in any transaction in violation of Sections 404 or performance 406 of this Agreement or the consummation of the Merger ERISA or any of the other Contemplated Transactions (either alone or “prohibited transaction,” as defined in combination with another event, whether contingent or otherwiseSection 4975(c)(1) will: (i) entitle any current or former employee, consultant or director of any of the Acquired Companies to any bonus, severance, change in control or other payment or to any increase therein upon any termination of employment or service; (ii) materially increase the benefits payable or provided to, or result in a forgiveness of indebtedness for, any such employee, consultant or director; (iii) accelerate the vesting, funding or time of payment of any compensation, Company Equity Award or any other benefit; (iv) result in any payments under any Employee Benefit Plan that would not be deductible under Section 280G of the Code); , for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (vd) cause the application of an accelerated or additional tax under Section 409A of the Code, or has otherwise violated the provisions of Part 4 of Title I, Subtitle B of ERISA. Neither the Company nor any of its Subsidiaries has knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Company Employee Plan subject to ERISA and neither the Company nor any of its Subsidiaries has been assessed any civil penalty under Section 502(l) of ERISA. (g) Except as set forth in Section 2.17(g) of the Company Disclosure Schedule, no Company Employee Plan provides for medical or death benefits beyond termination of service or retirement, other than (i) for group health plan continuation coverage pursuant to COBRA or an analogous state Law requirement or (ii) death or retirement benefits under a Company Employee Plan qualified under Section 401(a) of the Code. Neither the Company nor any of its Subsidiaries sponsors or maintains any self-funded employee benefit plan. (h) No Company Employee Plan is subject to any Law of a foreign jurisdiction outside of the United States. (i) Each Company Employee Plan that is a “group health plan” (within the meaning of Section 5000(b)(1) of the Code) is in compliance in material respects with the applicable terms of the Patient Protection and Affordable Care Act of 2010, as amended, including the market reform mandates and the employer-shared responsibility requirements, and no event has occurred nor circumstances exist that would not result cause the Company to be subject to any Taxes assessable under Sections 4980H(a) and 4980H(b) of the Code. The Company has complied in a all material liability to respects with the Acquired Companies annual health insurance coverage reporting requirements under Code Sections 6055 and 6056. (taken as a whole), with j) With respect to each Foreign Benefit Planall Company Options, (i) each Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all employer necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and employee contributions to authorized committee thereof), (iii) each Foreign Benefit Plan required by applicable Legal Requirement or by Company Option grant was made in accordance with the terms of such Foreign Benefit the applicable Company Plan have been made, or, if applicable, accrued in accordance with normal accounting practices; and all other applicable Law and (iiiv) the per share exercise price of each Company Option was not less than the fair market value of a share of Company Common Stock on the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient in all material respects to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such Foreign Benefit Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and no transaction shall cause such assets or insurance obligations to be less than such benefit obligations; (iii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is required; and (iv) has been established, administered and operated in all material respects in accordance with its terms and compliance with all applicable Legal RequirementsGrant Date. (hk) The Company has Made Available to Parent a list of all employees of each To the Knowledge of the Acquired Companies Company, no Company Options or other equity-based awards issued or granted by the Company are subject to the requirements of Code Section 409A. To the Knowledge of the Company, each “nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of May 28the Code and the guidance thereunder) (each, 2015a “409A Plan”) under which the Company makes, which list correctly reflectsis obligated to make or promises to make, payments, complies in all material respects, their wage or salaryin both form and operation, with the requirements of Code Section 409A and the guidance thereunder. No payment to be made under any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation, commission or severance arrangements), their dates of employment and their positions, applicable classification, work location by country (or by state, for those located in the U.S.) and current status. (i) None of the Acquired Companies is a party to 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 Company, seeking to represent any employees of any of the Acquired Companies. There is no strike, slowdown, work stoppage, lockout, job action, or other labor dispute pending409A Plan is, or to the knowledge Knowledge of the CompanyCompany will be, threatened, as of the date of this Agreement, or question concerning representation, by or with respect to any of its employees. All of the employees of the Acquired Companies providing services in the United States are “at will” employees and all of the employment contracts of the employees of the Acquired Companies providing services outside the United States are in writing and may be terminated by three months’ notice or less given at any time without giving rise to any claim for contractual severance pay (other than a statutory redundancy payment or statutory or legally required compensation under any applicable Legal Requirements). The Company has Made Available to Parent or its advisors accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and written particulars of employment relating subject to the employment penalties of the employees of the Acquired Companies (in each case as in effect on the date of this AgreementCode Section 409A(a)(1). (jl) Each The Company and each of the Acquired Companies: (i) its Subsidiaries is in material compliance in all material respects with all applicable Legal Requirements Laws, rules and any order, ruling, decree, judgment or arbitration award of any court, arbitrator or any Governmental Body regulations respecting employment, employment practices, terms and conditions of employment, wagesworker classification, hours or other labor related matterstax withholding, including the WARN Act (in the United States) and other applicable Legal Requirements, judgments and awards relating to prohibited discrimination, equal employment, fair employment opportunitypractices, meal and rest periods, immigration status, employee safety and health, wages and hours(including overtime wages), labor relations, leave of absence requirementscompensation, and occupational health hours of work, and safety, wrongful discharge or violation of the personal rights of employees, former employees or prospective employees; in each case,: (iii) except as would result in a material liability to the Acquired Companies (taken as a whole), has withheld and reported all material amounts required by Law or by agreement or applicable Legal Requirement to be withheld and reported with respect to wages, salaries and other payments to any Company Associates; , (iiiii) has no material liability is not liable for any arrears of wages wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing; , and (iviii) has no material liability 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 governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for any current or former employees, consultants or directors Company Associates (other than routine payments to be made in the normal course Ordinary Course of businessBusiness). There are no actions, suits, claims or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company or any of its Subsidiaries relating to any Company Associate, employment agreement, consulting agreement or Company Employee Plan (other than routine claims for benefits). (km) Except as would not result in a Neither the Company nor any of its Subsidiaries has any material 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 overtime wages. Neither the Acquired Companies (Company nor any Subsidiary has taken as any action which would constitute a whole), all individuals who are performing consulting or other services for any of the Acquired Companies were classified correctly as “independent contractors,” “contingent workers,” “third party workersplant closing” or “employees,mass layoff” as (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 applicable Legal Requirementsthe 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 the Company or any of its Subsidiaries prior to the Closing would trigger any notice or other obligations under the WARN Act or similar state or local law. (ln) Except as would There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, job action, union, union organizing activity, question concerning representation or any similar activity or dispute, affecting the Company or any of its Subsidiaries. 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. The Company is not result in a material liability party to, bound by, or has a duty to the Acquired Companiesbargain under, taken as wholeany collective bargaining agreement or other Contract with a labor organization representing any of its employees, as of the date of this Agreement, and there are no Legal Proceedings or labor disputes or grievances pending, organizations representing or to the knowledge Knowledge of the Company, purporting to represent or seeking to represent any employees of the Company or its Subsidiaries, including through the filing of a petition for representation election. (o) Neither the Company nor any of its Subsidiaries is, nor has the Company 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 the Company, threatened or reasonably anticipated relating to any employment contract, privacy right, labor dispute, wages and hours, leave of absence, plant closing notification, employment statute or regulation, collective bargaining agreement, work council agreement or any other labor union contract, employee privacy right, labor dispute, workers’ compensation policy or policy, long-term disability policy, harassment, retaliation, immigration, employment statute or regulation, safety or discrimination matters matter involving any former Company Associate, including charges of unfair labor practices or current employees, consultants or directors of discrimination complaints. (p) Neither the Company nor any of the Acquired Companies. There its Subsidiaries is no charge a party to any Contract that has resulted or other action pending orwould reasonably be expected to result, to the knowledge of the Company, threatened before the U.S. Equal Employment Opportunity Commission, any court, or any other Governmental Body with respect to the employment practices of any Acquired Company, other than charges or actions, individually separately or in the aggregate, that would not in the payment of any “excess parachute payment” (i) prevent or materially delay consummation within the meaning of Section 280G of the Merger; Code) in connection with the Contemplated Transactions (either by itself or (ii) if adversely determined, result in material liability to when combined with any Acquired Companyother event). There is no obligation contract, agreement, plan or arrangement to obtain which the consent Company or any Company Affiliate is a party or by which it is bound to compensate any Person for taxes paid pursuant to Sections 409A or 4999 of any works council or other employee representative body to enter into the Code. (q) Except as otherwise specifically contemplated by the terms of this Agreement or as set forth in Section 2.17(q) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions (either by themselves or when combined with any other event), will (i) result in any payment becoming due to consummate any Company Associate, (ii) increase any benefits otherwise payable under any Company Employee Plan, (iii) result in the Mergeracceleration of the time of payment or vesting of any such benefits under any Company Employee Plan, or (iv) result in any obligation to fund any trust or other arrangement with respect to compensation or benefits under a Company Employee Plan.

Employee and Labor Matters; Benefit Plans. (a) Section 2.15(a)(i3.16(a) of the Parent Disclosure Schedule identifies each lists all written and describes the material Employee Benefit Plan that is not a Foreign Benefit Plan terms of all non-written employee benefit plans (a “U.S. Employee Benefit Plan”). as defined in Section 2.15(a)(ii3(3) of the Disclosure Schedule separately identifies each material Employee Benefit Plan that is not subject to U.S. Legal Requirements (a “Foreign Benefit Plan”ERISA) and the nonall bonus, equity-U.S. jurisdiction applicable 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 material 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 each Foreign Benefit Plan. any Parent Associate (b) None or any present or former employee, consultant or director of the Acquired Companies or any trade or business (whether or not incorporated) which is a Parent Affiliate) or which is maintained by, administered or contributed to by, or required to be contributed to by, Parent or any of its Subsidiaries, or under common control with which Parent or any Acquired Company and thatof its Subsidiaries has incurred or may incur any liability (each, together with any Acquired Company, is treated as a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code (an “ERISA AffiliateParent Employee Plan”), maintains, sponsors or has an obligation to contribute to, and none of the Acquired Companies has at any time in the past five years maintained, sponsored or has had an obligation to contribute to any employee pension benefit plan (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA or Section 412 of the Code or any similar pension benefit plan that is a Foreign Benefit Plan, whether or not excluded from coverage under specific Titles or Subtitles of ERISA or a “multiple employer plan” (within the meaning of Section 413(c) of the Code), in each case, for the benefit of any current or former employees, consultants or directors of any of the Acquired Companies. None of the Employee Benefit Plans promises retiree medical, disability or life insurance benefits to any current or former employee, consultant or director of any Acquired Company, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable state or local Legal Requirement. (cb) With respect to each Parent Employee Benefit Plan, Parent has made available to the Company has Made Available to Parent (in each case as in effect on the date of this Agreement) an accurate, current a true and complete copy of: , to the extent applicable, (i) each material such Parent Employee Benefit Plan (including all material amendments thereto)Plan, except for (A) offer letters that provide for at-will employment and can be terminated without material cost or liability to the Acquired Companies; (B) consultant agreements that can be terminated without material cost or liability to the Acquired Companies; and (C) Company Option, Company RSU and Company PRSU agreements, in which case only standard forms of such agreements have been Made Available to Parent; provided that, individual agreements materially differing from such forms have also been Made Available to Parent; (ii) the three most recent annual report reports (Form Series 5500 and all schedules and financial statements attached thereto)) as filed with the IRS, if any, required under ERISA or the Code, with respect to such Employee Benefit Plan for the three most recent plan years; (iii) in the case of each currently effective trust agreement related to such Parent Employee Plan and any Foreign Benefit Plan providing for deferred compensation or retirement benefitsamendments thereto, any statutory funding requirement having a similar purpose, the most recent annual and periodic accounting of such plan’s assets and the most recent actuarial report; (iv) for U.S. Employee Benefits Plans, the most recent summary plan descriptiondescription for each Parent Employee Plan for which such description is required, together along with each summary all summaries of material modifications, if any, and for material Foreign Benefit Plans, the most recent summary of the plan; (v) for U.S. Employee Benefit Plans, the trust, funding agreement, insurance Contract and other documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof, and, for material Foreign Benefit Plans, the trust, funding agreement, insurance Contract and other material documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (vi) all material correspondence received in the last three years, if any, to or from any Governmental Body relating to such Employee Benefit Plan; (vii) the most recent IRS determination letter (or opinion letter, if applicable) received from the IRS letter or analogous ruling under foreign law issued with respect to each U.S. any Parent Employee Benefit Plan. (c) Each Parent Employee Plan intended has been maintained in compliance, in all material respects, with its terms and, both as to be qualified under Section 401(aform and operation, with all applicable Law, including the Code and ERISA. All contributions, reserves, or premium payments (including all employer contributions and employee salary reduction contributions) that are due as of the Code; and (viii) all material government and regulatory approvals received from any foreign Governmental Body with respect date hereof have been made to Foreign Benefit Plansor paid on behalf of each Parent Employee Plan. (d) Except as would not result in a material liability to the Acquired Companies (taken as a whole): (i) each of the Each Parent Employee Benefit Plans Plan that is and has been established, operated and administered in accordance with its terms and with applicable Legal Requirements, including ERISA and the Code; (ii) there are no audits, investigations or Legal Proceedings by any Governmental Body and no other actions, suits or claims pending, or, to the knowledge of the Company, threatened (other than routine claims for benefits) with respect to any Employee Benefit Plan; (iii) each Employee Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to any of the Acquired Companies (other than ordinary administration expenses); (iv) no event has occurred and, to the knowledge of the Company, no condition exists that would subject any Acquired Company, by reason of their affiliation to any ERISA Affiliate, to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Legal Requirements; and (v) no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, has occurred with respect to any Employee Benefit Plan. Each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Code and each trust intended to be qualified under Section 501(a) of the Code has obtained received a favorable determination letter (or opinion letter, if applicable) as letter with respect to its such qualified status under from the Code, or may rely upon an opinion letter for a prototype or volume submitter plan, and, to the knowledge of the Company, there IRS. Nothing has been no event, condition or circumstance occurred that has resulted, or would reasonably be expected to result in, disqualification under adversely affect the Codequalified status of any such Parent Employee Plan or the exempt status of any related trust. (e) Except as would not result in a material No Parent Employee Plan is subject to Title IV or Section 302 of ERISA or Section 412 of the Code, and neither Parent nor any of its Subsidiaries or Parent Affiliates has ever maintained, contributed to or partially or completely withdrawn from, or incurred any obligation or liability to the Acquired Companies (taken as a whole), all contributions, premiums or payments required to be made with respect to, any such plan. No Parent Employee Plan is a Multiemployer Plan, and neither Parent nor any of its Subsidiaries or Parent Affiliates has ever contributed to or had an obligation to contribute, or incurred any liability in respect of a contribution, to any Multiemployer Plan. No Parent Employee Benefit Plan (other than Foreign Benefit Plans) have been made on or before their due datesis a Multiple Employer Plan. (f) Neither the execution, delivery Parent nor any of its Subsidiaries has engaged in any transaction in violation of Sections 404 or performance 406 of this Agreement or the consummation of the Merger ERISA or any of the other Contemplated Transactions (either alone or “prohibited transaction,” as defined in combination with another event, whether contingent or otherwiseSection 4975(c)(1) will: (i) entitle any current or former employee, consultant or director of any of the Acquired Companies to any bonus, severance, change in control or other payment or to any increase therein upon any termination of employment or service; (ii) materially increase the benefits payable or provided to, or result in a forgiveness of indebtedness for, any such employee, consultant or director; (iii) accelerate the vesting, funding or time of payment of any compensation, Company Equity Award or any other benefit; (iv) result in any payments under any Employee Benefit Plan that would not be deductible under Section 280G of the Code); , for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (vd) cause the application of an accelerated or additional tax under Section 409A of the Code, or has otherwise violated the provisions of Part 4 of Title I, Subtitle B of ERISA. Neither Parent nor any of its Subsidiaries has knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Parent Employee Plan subject to ERISA and neither Parent nor any of its Subsidiaries has been assessed any civil penalty under Section 502(l) of ERISA. (g) Except as would not result set forth in a material liability to Section 3.16(g) of the Acquired Companies (taken as a whole)Parent Disclosure Schedule, with respect to each Foreign Benefit Planno Parent Employee Plan provides for medical or death benefits beyond termination of service or retirement, other than (i) all employer and employee contributions for group health plan continuation coverage pursuant to each Foreign Benefit Plan required by applicable Legal Requirement COBRA or by the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practices; an analogous state Law requirement or (ii) the fair market value death or retirement benefits under a Parent Employee Plan qualified under Section 401(a) of the assets Code. Neither the Parent nor any of each its Subsidiaries sponsors or maintains any self-funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient in all material respects to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such Foreign Benefit Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and no transaction shall cause such assets or insurance obligations to be less than such employee benefit obligations; (iii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is required; and (iv) has been established, administered and operated in all material respects in accordance with its terms and compliance with all applicable Legal Requirementsplan. (h) The Company has Made Available No Parent Employee Plan is subject to Parent any Law of a list of all employees of each foreign jurisdiction outside of the Acquired Companies as of May 28, 2015, which list correctly reflects, in all material respects, their wage or salary, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation, commission or severance arrangements), their dates of employment and their positions, applicable classification, work location by country (or by state, for those located in the U.S.) and current statusUnited States. (i) None Each Parent Employee Plan that is a “group health plan” (within the meaning of Section 5000(b)(1) of the Acquired Companies Code) is a party in compliance in material respects with the applicable terms of the Patient Protection and Affordable Care Act of 2010, as amended, including the market reform mandates and the employer-shared responsibility requirements, and no event has occurred nor circumstances exist that would cause the Parent to be subject to any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees Taxes assessable under Sections 4980H(a) and there are no labor organizations or works councils representing, purporting to represent or, to the knowledge 4980H(b) of the Company, seeking to represent any employees of any of the Acquired Companies. There is no strike, slowdown, work stoppage, lockout, job action, or other labor dispute pending, or to the knowledge of the Company, threatened, as of the date of this Agreement, or question concerning representation, by or with respect to any of its employees. All of the employees of the Acquired Companies providing services in the United States are “at will” employees and all of the employment contracts of the employees of the Acquired Companies providing services outside the United States are in writing and may be terminated by three months’ notice or less given at any time without giving rise to any claim for contractual severance pay (other than a statutory redundancy payment or statutory or legally required compensation under any applicable Legal Requirements)Code. The Company Parent has Made Available to Parent or its advisors accurate complied in all material respects with the annual health insurance coverage reporting requirements under Code Sections 6055 and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and written particulars of employment relating to the employment of the employees of the Acquired Companies (in each case as in effect on the date of this Agreement)6056. (j) Each Parent Option and Parent RSU grant was made in accordance with the terms of the Acquired Companies: Parent Stock Plan pursuant to which it was granted and, to the Knowledge of Parent, all other applicable Law and regulatory rules or requirements. (ik) To the Knowledge of Parent, no Parent Options, Parent RSUs or other equity-based awards issued or granted by Parent are subject to the requirements of Code Section 409A. To the Knowledge of Parent, each 409A Plan under which Parent makes, is in compliance obligated to make or promises to make, payments 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 409A Plan is. or to the Knowledge of Parent will be, subject to the penalties of Code Section 409A(a)(1). (l) Parent is in material compliance with all applicable Legal Requirements Laws, rules and any order, ruling, decree, judgment or arbitration award of any court, arbitrator or any Governmental Body regulations respecting employment, employment practices, terms and conditions of employment, wagesworker classification, hours or other labor related matterstax withholding, including the WARN Act (in the United States) and other applicable Legal Requirements, judgments and awards relating to prohibited discrimination, equal employment, fair employment opportunitypractices, meal and rest periods, immigration status, employee safety and health, wages and hours(including overtime wages), labor relations, leave of absence requirementscompensation, and occupational health hours of work, and safety, wrongful discharge or violation of the personal rights of employees, former employees or prospective employees; in each case: (iii) except as would result in a material liability to the Acquired Companies (taken as a whole), has withheld and reported all material amounts required by Law or by agreement or applicable Legal Requirement to be withheld and reported with respect to wages, salaries and other payments to any Company Parent Associates; , (iiiii) has no material liability is not liable for any arrears of wages wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing; , and (iviii) has no material liability 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 governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for any current or former employees, consultants or directors Parent Associates (other than routine payments to be made in the normal course Ordinary Course of businessBusiness). There are no actions, suits, claims or administrative matters pending or, to the Knowledge of Parent, threatened or reasonably anticipated against Parent or Merger Sub relating to any Parent Associate, employment agreement, consulting agreement or Parent Employee Plan (other than routine claims for benefits). (km) Except as would not result in a Parent has no material liability with respect to the Acquired Companies 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 overtime wages. Parent has not taken as any action which would constitute a whole), all individuals who are performing consulting or other services for any of the Acquired Companies were classified correctly as “independent contractors,” “contingent workers,” “third party workersplant closing” or “employees,mass layoff” as (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 applicable Legal Requirementsthe 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 Parent prior to the Closing would trigger any notice or other obligations under the WARN Act or similar state or local law. (ln) Except as would There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, job action, union, union organizing activity, question concerning representation or any similar activity or dispute, affecting Parent. 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. Parent is not result in a material liability party to, bound by, or has a duty to the Acquired Companiesbargain under, taken as wholeany collective bargaining agreement or other Contract with a labor organization representing any of its employees, as of the date of this Agreement, and there are no Legal Proceedings or labor disputes or grievances pending, organizations representing or to the knowledge Knowledge of Parent, purporting to represent or seeking to represent any employees of Parent, including through the filing of a petition for representation election. (o) Parent is not, nor has Parent been, engaged in any “unfair labor practice” (within the meaning of the CompanyNational Labor Relations Act). There is no 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, employment statute or regulation, collective bargaining agreement, work council agreement or any other labor union contract, employee privacy right, labor dispute, workers’ compensation policy or policy, long-term disability policy, harassment, retaliation, immigration, employment statute or regulation, safety or discrimination matters matter involving any former Parent Associate, including charges of unfair labor practices or current employeesdiscrimination complaints. (p) Neither Parent nor Merger Sub is a party to any Contract that has resulted or would reasonably be expected to result, consultants or directors of any of the Acquired Companies. There is no charge or other action pending or, to the knowledge of the Company, threatened before the U.S. Equal Employment Opportunity Commission, any court, or any other Governmental Body with respect to the employment practices of any Acquired Company, other than charges or actions, individually separately or in the aggregate, that would not in the payment of any “excess parachute payment” (i) prevent or materially delay consummation within the meaning of Section 280G of the Merger; Code) in connection with the Contemplated Transactions (either by themselves or (ii) if adversely determined, result in material liability to when combined with any Acquired Companyother event). There is no obligation contract, agreement, plan or arrangement to obtain which Parent or any Parent Affiliate is a party or by which it is bound to compensate any Person for taxes paid pursuant to Sections 409A or 4999 of the consent Code. (q) Except as otherwise specifically contemplated by the terms of any works council or other employee representative body to enter into this Agreement or as set forth in Section 3.16(q) of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions (either by themselves or when combined with any other event), will (i) result in any payment becoming due to consummate any Parent Associate, (ii) increase any benefits otherwise payable under any Parent Employee Plan, (iii) result in the Mergeracceleration of the time of payment or vesting of any such benefits under any Parent Employee Plan or (iv) result in any obligation to fund any trust or other arrangement with respect to compensation or benefits under a Parent Employee Plan. Since January 1, 2019, neither Parent nor Merger Sub has taken any action to increase the compensation or benefits payable after the date of this Agreement to any Parent Associate, which increase is partially or wholly, conditioned on the execution and delivery of this Agreement or the consummation of the Contemplated Transactions (either by themselves or when combined with any other event).

Employee and Labor Matters; Benefit Plans. (a) 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 2.15(a)(i) 406 of ERISA or Section 4975 of the Disclosure Schedule identifies each material Employee Benefit Plan that is not a Foreign Benefit Plan (a “U.S. Employee Benefit Plan”). Section 2.15(a)(ii) of the Disclosure Schedule separately identifies each material Employee Benefit Plan that is not subject to U.S. Legal Requirements (a “Foreign Benefit Plan”) and the non-U.S. jurisdiction applicable to each Foreign Benefit PlanCode. (b) None 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 Acquired Companies or any trade or business Code, the Patient Protection and Affordable Care Act, as amended and as applicable, and all other Laws. (whether or not incorporatedc) under common control with any Acquired Company and that, together with any Acquired Company, is treated as a single employer The Benefit Plans which are “employee pension benefit plans” within the meaning of Section 4001 3(2) of ERISA or and which are intended to meet the qualification requirements of Section 414 401(a) of the 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. (an “d) Neither the Company nor any Company ERISA Affiliate”), Affiliate maintains, sponsors or has an obligation contributes to, is required to contribute to, and none of the Acquired Companies has at any time in the past five years maintained, sponsored or has had an obligation to contribute to any actual or contingent liability with respect to, (i) any “employee pension benefit plan plan” (as defined in 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 or Code, (ii) any similar pension benefit plan that is a Foreign Benefit Plan“multiemployer plan” (within the meaning of Section 3(37) of ERISA), whether or not excluded from coverage under specific Titles or Subtitles of ERISA or a (iii) any “multiple employer plan” (within the meaning of Section 413(c413 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 Schedules, 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 each caseall 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, for nor any Company ERISA Affiliate, nor to the benefit Knowledge of the Company, any fiduciary, trustee or administrator of any current Benefit Plan, has engaged in, or former employeesin connection with the Contemplated Transaction will engage in, consultants any transaction with respect to any Benefit Plan which would subject any such Benefit Plan, the Company, or directors any Company ERISA Affiliates or Seller to any material Tax, material penalty or liability for a “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 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 the Acquired Companies. None of the Employee Benefit Plans promises retiree medicalemployment), disability or life insurance benefits will (i) result in any payment becoming due to any current or former employee, consultant director, officer, or director independent contractor of any Acquired the Company, except as required by Section 4980B (ii) increase any amount of the Code, Part 6 of Title I of ERISA compensation or similar applicable state or local Legal Requirement. (c) With respect to each Employee benefits otherwise payable under any Benefit Plan, the Company has Made Available to Parent (in each case as in effect on the date of this Agreement) an accurate, current and complete copy of: (i) each material Employee Benefit Plan (including all material amendments thereto), except for (A) offer letters that provide for at-will employment and can be terminated without material cost or liability to the Acquired Companies; (B) consultant agreements that can be terminated without material cost or liability to the Acquired Companies; and (C) Company Option, Company RSU and Company PRSU agreements, in which case only standard forms of such agreements have been Made Available to Parent; provided that, individual agreements materially differing from such forms have also been Made Available to Parent; (ii) the annual report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code, with respect to such Employee Benefit Plan for the three most recent plan years; (iii) result in the case acceleration of the time of payment, funding or vesting of any Foreign benefits under any Benefit Plan providing for deferred compensation or retirement benefitsPlan, any statutory funding requirement having a similar purpose, the most recent annual and periodic accounting of such plan’s assets and the most recent actuarial report; (iv) for U.S. Employee Benefits Plansrequire any contribution or payment to fund any obligation under any Benefit Plan, the most recent summary plan description, together with each summary of material modifications, if any, and for material Foreign Benefit Plans, the most recent summary of the plan; (v) for U.S. Employee limit the right to merge, amend or terminate any Benefit Plans, the trust, funding agreement, insurance Contract and other documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof, and, for material Foreign Benefit Plans, the trust, funding agreement, insurance Contract and other material documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; Plan or (vi) all material correspondence received result in the last three yearspayment of any amount that could, if anyindividually or in combination with any other such payment, to or from any Governmental Body relating to such Employee Benefit Plan; (vii) the most recent determination letter (or opinion letter, if applicable) received from the IRS with respect to each U.S. Employee Benefit Plan intended to be qualified under constitute an “excess parachute payment” as defined in Section 401(a280G(b)(1) of the Code; and (viii) all material government and regulatory approvals received from any foreign Governmental Body with respect to Foreign Benefit Plans. (d) Except as would not result in a material liability to the Acquired Companies (taken as a whole): (i) each No current or former employee, officer, director, independent contractor or other service provider of the Employee Benefit Plans is and Company has been established, operated and administered in accordance any “gross up” agreements with its terms and with applicable Legal Requirementsthe Company or other right or assurance of reimbursement by the Company for any Taxes, including ERISA and the Code; any imposed under Code Section 409A or Code Section 4999. (iij) there are There is no audits, investigations or Legal Proceedings by any Governmental Body and no other actions, suits or claims pending, or, to the knowledge Benefit Plan maintained outside of the Company, threatened United States. (other than routine claims for benefitsk) with respect to any Employee Benefit Plan; (iii) each Employee Each Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time Closing in accordance with its terms, without liability material liabilities to any of Buyer or the Acquired Companies (Company other than ordinary administration expenses); (iv) no event has occurred and, to the knowledge of the Company, no condition exists that would subject any Acquired Company, by reason of their affiliation to any ERISA Affiliate, to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Legal Requirements; and (v) no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, has occurred with respect to any Employee Benefit Plan. Each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Code and each trust intended to be qualified under Section 501(a) of the Code has obtained expenses typically incurred in a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code, or may rely upon an opinion letter for a prototype or volume submitter plan, and, to the knowledge of the Company, there has been no termination event, condition or circumstance that has resulted, or would reasonably be expected to result in, disqualification under the Code. (e) Except as would not result in a material liability to the Acquired Companies (taken as a whole), all contributions, premiums or payments required to be made with respect to any Employee Benefit Plan (other than Foreign Benefit Plans) have been made on or before their due dates. (f) Neither the execution, delivery or performance of this Agreement or the consummation of the Merger or any of the other Contemplated Transactions (either alone or in combination with another event, whether contingent or otherwise) will: (i) entitle any current or former employee, consultant or director of any of the Acquired Companies to any bonus, severance, change in control or other payment or to any increase therein upon any termination of employment or service; (ii) materially increase the benefits payable or provided to, or result in a forgiveness of indebtedness for, any such employee, consultant or director; (iii) accelerate the vesting, funding or time of payment of any compensation, Company Equity Award or any other benefit; (iv) result in any payments under any Employee Benefit Plan that would not be deductible under Section 280G of the Code); or (v) cause the application of an accelerated or additional tax under Section 409A of the Code. (g) Except as would not result in a material liability to the Acquired Companies (taken as a whole), with respect to each Foreign Benefit Plan, (i) all employer and employee contributions to each Foreign Benefit Plan required by applicable Legal Requirement or by the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient in all material respects to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such Foreign Benefit Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and no transaction shall cause such assets or insurance obligations to be less than such benefit obligations; (iii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is required; and (iv) has been established, administered and operated in all material respects in accordance with its terms and compliance with all applicable Legal Requirements. (hl) The Company is not nor has Made Available to Parent a list of all employees of each of the Acquired Companies as of May 28, 2015, which list correctly reflects, in all material respects, their wage or salary, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation, commission or severance arrangements), their dates of employment and their positions, applicable classification, work location by country (or by state, for those located in the U.S.) and current status. (i) None of the Acquired Companies is it ever been a party to, bound by, or has a duty to bargain under, 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 representingsimilar Person representing or, to the Knowledge of the Company, purporting to represent or, to the knowledge of the Company, 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 Acquired Companies. There Company, there is no not and has not been in the past three (3) years, nor is there or has there been in the past three (3) years any threat of, any strike, slowdown, work stoppage, lockout, job actionunion election petition, demand for recognition, or other labor dispute pendingany similar activity or dispute, or any union organizing activity, against the Company. No event has occurred, and, to the knowledge Knowledge of the Company, threatenedno condition or circumstance exists, as 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 the date of this AgreementCompany, or question concerning representation, by or with respect to any of its employees. All of the employees of the Acquired Companies providing services in the United States are “at will” employees and all of the employment contracts of the employees of the Acquired Companies providing services outside the United States are in writing and may be terminated by three months’ notice or less given at any time without giving rise to any claim for contractual severance pay (other than a statutory redundancy payment or statutory or legally required compensation under any applicable Legal Requirements). The Company has Made Available to Parent or its advisors accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and written particulars of employment relating to the employment of the employees of the Acquired Companies (in each case as in effect on the date of this Agreement)union organizing activity. (jm) Each The Company is in compliance in all respects with its obligations to make all payments due from the Company on account of wages, salaries, commissions, bonuses or other direct compensation to Employees for any services performed for the Acquired Companies: Company and any employee health and welfare insurance and other benefits. (in) is The Company is, and for the last three (3) years, has been, in compliance in all material respects with all applicable Legal Requirements and any orderLaws respecting labor, ruling, decree, judgment or arbitration award of any court, 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 mattersworkers’ compensation, including the WARN Act (in the United States) occupational safety and other applicable Legal Requirementshealth, judgments immigration, affirmative action, employee and awards relating to discriminationdata privacy, equal employment opportunityplant closings, and wages and hours. There is no pending or, labor relations, leave of absence requirements, and occupational health and safety, wrongful discharge or violation of the personal rights of employees, former employees or prospective employees; (ii) except as would result in a material liability to the Acquired Companies (taken as a whole), has withheld and reported all amounts required by agreement or applicable Legal Requirement to be withheld and reported with respect to wages, salaries and other payments to any Company Associates; (iii) has no material liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) has no material 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 or other benefits or obligations for any current or former employees, consultants or directors (other than routine payments to be made in the normal course of business). (k) Except as would not result in a material liability to the Acquired Companies (taken as a whole), all individuals who are performing consulting or other services for any of the Acquired Companies were classified correctly as “independent contractors,” “contingent workers,” “third party workers” or “employees,” as required by applicable Legal Requirements. (l) Except as would not result in a material liability to the Acquired Companies, taken as whole, as of the date of this Agreement, there are no Legal Proceedings or labor disputes or grievances pending, or to the knowledge Knowledge of the Company, threatened charge, complaint, arbitration, audit or reasonably anticipated relating 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 employment contractapplicant for employment, wages and hours, leave of absence, plant closing notification, employment statute or regulation, collective bargaining agreement, work council agreement or any other labor union contract, employee privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety or discrimination matters involving any former or current employees, consultants or directors of any class of the Acquired Companies. There is no charge foregoing, or other action pending orany Governmental Authority, to that involve the knowledge labor or employment relations and practices of the Company. (o) To the Knowledge of the Company, threatened before no senior executive or other key employee of the U.S. Equal Employment Opportunity Commission, any court, Company has provided notice of his or any other Governmental Body with respect her intention to terminate his or her employment as a result of or following the employment practices of any Acquired Company, other than charges or actions, individually or in the aggregate, that would not (i) prevent or materially delay consummation of the Merger; transactions contemplated by this Agreement. To the Knowledge of the Company, no senior executive or (ii) if adversely determined, result in material liability other key employee of the Company or any of its subsidiaries is party to any Acquired Company. There is no obligation to obtain the consent of any works council 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 are no, and for the past three (3) years have not been, (x) to the Knowledge of the Company, any allegations or formal or informal complaints made to or filed with the Company or any of its subsidiaries related to sexual harassment or sexual misconduct by or against any current or former director, officer or employee representative body of the Company, (y) any other actions or investigations initiated, filed, or threatened in writing, against the Company related to enter into this Agreement sexual harassment or to consummate sexual misconduct by or against any current or former director, officer or employee of the MergerCompany.

Employee and Labor Matters; Benefit Plans. (a) Section 2.15(a)(i3.14(a) of the Ainge Disclosure Schedule identifies each material Employee Benefit Plan that is not a Foreign Benefit Plan (a “U.S. Employee Benefit Plan”). Section 2.15(a)(ii) Letter sets forth an accurate and complete list, as of the Disclosure Schedule separately identifies each material Employee Benefit Plan that is not subject to U.S. Legal Requirements (a “Foreign Benefit Plan”) and the non-U.S. jurisdiction applicable to each Foreign Benefit Plan. (b) None of the Acquired Companies or any trade or business (whether or not incorporated) under common control with any Acquired Company and that, together with any Acquired Company, is treated as a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”), maintains, sponsors or has an obligation to contribute to, and none of the Acquired Companies has at any time in the past five years maintained, sponsored or has had an obligation to contribute to any employee pension benefit plan (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA or Section 412 of the Code or any similar pension benefit plan that is a Foreign Benefit Plan, whether or not excluded from coverage under specific Titles or Subtitles of ERISA or a “multiple employer plan” (within the meaning of Section 413(c) of the Code), in each case, for the benefit of any current or former employees, consultants or directors of any of the Acquired Companies. None of the Employee Benefit Plans promises retiree medical, disability or life insurance benefits to any current or former employee, consultant or director of any Acquired Company, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable state or local Legal Requirement. (c) With respect to each Employee Benefit Plan, the Company has Made Available to Parent (in each case as in effect on the date of this Agreement) an accurate, current of each material Ainge Benefit Plan. Ainge has delivered or Made Available to Fox accurate and complete copy ofcopies of the following with respect to each material Ainge Benefit Plan, as applicable: (i) all documents setting forth the terms of each material Employee such Ainge Benefit Plan (Plan, including all material amendments thereto), except for (A) offer letters that provide for at-will employment thereto and can be terminated without material cost or liability to the Acquired Companies; (B) consultant agreements that can be terminated without material cost or liability to the Acquired Companies; and (C) Company Option, Company RSU and Company PRSU agreements, in which case only standard forms of such agreements have been Made Available to Parent; provided that, individual agreements materially differing from such forms have also been Made Available to Parentall related trust documents; (ii) the annual report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code, with respect to such Employee Benefit Plan for the three most recent plan years; (iii) in the case of any Foreign Benefit Plan providing for deferred compensation or retirement benefits, any statutory funding requirement having a similar purpose, the most recent annual and periodic accounting of such plan’s assets and the most recent actuarial report; (iv) for U.S. Employee Benefits Plans, the most recent summary plan description, together with each summary of material modifications, if any, and for material Foreign Benefit Plans, the most recent summary of the plan; (v) for U.S. Employee Benefit Plans, the trust, funding agreement, insurance Contract and other documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof, and, for material Foreign Benefit Plans, the trust, funding agreement, insurance Contract and other material documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (vi) all material correspondence received in the last three years, if any, to or from any Governmental Body relating to such Employee Benefit Plan; (viiiii) the most recent annual report (Form 5500 series), if any; and (iv) the most recent IRS determination letter (or opinion letter, if applicable) received from the IRS letter issued with respect to each U.S. Employee any Ainge Benefit Plan intended to be qualified under Section 401(a) of the Code; and (viii) all material government and regulatory approvals received from any foreign Governmental Body with respect to Foreign Benefit Plans. (db) Except as set forth in Section 3.14(b) of the Ainge Disclosure Letter or as would not reasonably be expected to result in a material liability to the Acquired Companies (taken as a whole): Ainge, (i) each of the Employee Ainge Companies and Ainge Table of Contents Affiliates has performed in all material respects all obligations required to be performed by it under each Ainge Benefit Plans is and Plan; (ii) each Ainge Benefit Plan has been established, operated established and administered maintained in all material respects in accordance with its terms and with applicable Legal Requirements, including ERISA and the Code; (iiiii) as of the date of this Agreement, there are no auditsmaterial audits or inquiries pending or, investigations to the Knowledge of Ainge, threatened by the IRS, the DOL or Legal Proceedings by any other Governmental Body with respect to any such Ainge Benefit Plan (or any fiduciary thereof); and (iv) as of the date of this Agreement, there are no other material actions, suits or claims pending, or, or to the knowledge Knowledge of the CompanyAinge, threatened or reasonably anticipated (other than routine claims for benefits) with respect to against any Employee such Ainge Benefit Plan; , or against the assets of any such Ainge Benefit Plan. (iiic) each Employee Each Ainge Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to any of the Acquired Companies (other than ordinary administration expenses); (iv) no event has occurred and, to the knowledge of the Company, no condition exists that would subject any Acquired Company, by reason of their affiliation to any ERISA Affiliate, to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Legal Requirements; and (v) no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, has occurred with respect to any Employee Benefit Plan. Each U.S. Employee Benefit Plan is intended to be 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, or may rely upon an opinion letter for a prototype or volume submitter plan, and, and to the knowledge Knowledge of Ainge, there are no existing circumstances or any events that have occurred that could reasonably be expected to adversely affect the qualified status of any such plan. (d) Except as set forth in Section 3.14(d) of the Company, there has been no event, condition Ainge Disclosure Letter or circumstance that has resulted, or as would not reasonably be expected to result inin material liability to Ainge, disqualification under (i) none of the Ainge Companies or any Ainge Affiliate has ever maintained, established, sponsored, participated in or contributed to any: (A) “defined benefit plan” within the meaning of Section 3(35) of ERISA or pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code; (B) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; (C) “multiple employer plan” described in Section 413 of the Code; or (D) defined benefit pension plan that is subject to any Legal Requirements other than United States federal, state or local Legal Requirements and (ii) no Ainge Benefit Plan provides (except at no cost to the Ainge Companies or any Ainge Affiliate), or reflects or represents any liability of any of the Ainge Companies or any Ainge 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 Ainge Employee, except as may be required by COBRA or other applicable Legal Requirements. (e) Except as would not result set forth in a material liability Section 3.14(e) of the Ainge Disclosure Letter, none of the Ainge Companies has any obligation to compensate any Person for excise taxes payable pursuant to Section 4999 of the Acquired Companies (taken as a whole), all contributions, premiums Code or payments required for taxes payable pursuant to be made with respect to any Employee Benefit Plan (other than Foreign Benefit Plans) have been made on or before their due datesSection 409A of the Code. (f) Neither Except as set forth in Section 3.14(f) of the executionAinge Disclosure Letter or as would not reasonably be expected to result in material liability to Ainge or the imposition of Tax on any Ainge Associate under Section 409A(a)(1)(B) of the Code, each Ainge Benefit Plan that is a “nonqualified deferred compensation plan” (as defined under Section 409A of the Code) has been operated in compliance in all material respects with Section 409A of the Code and has complied in all material respects with applicable documentary requirements of Section 409A of the Code. (g) None of the execution or delivery or performance of this Agreement or Agreement, stockholder approval of this Agreement, the consummation of the Merger or any of the other Contemplated Transactions (will not, either alone or in combination conjunction with another any other event, whether contingent or otherwise) will: (i) entitle any current Ainge Associate to any payment or former employee, consultant benefit (or director result in the funding of any of the Acquired Companies to any bonus, severance, change in control or other such payment or to any increase therein upon any termination of employment or servicebenefit); (ii) materially increase the benefits amount or value of any benefit or compensation otherwise payable or required to be provided to, to any Ainge Associate; or result in a forgiveness of indebtedness for, any such employee, consultant or director; (iii) accelerate the vestingtime of payment, funding or time vesting of payment amounts due to any Ainge Associate. (h) Except as set forth in Section 3.14(h) of any compensation, Company Equity Award the Ainge Disclosure Letter or any other benefit; (iv) as would not reasonably be expected to result in any payments under any Employee material liability to Ainge, each material Ainge Benefit Plan that would not be deductible under Section 280G primarily covers Ainge Associates based outside of the Code); United States and/or that is subject to any Legal Requirement other than United States federal, state or (v) cause the application of an accelerated or additional tax under Section 409A of the Code. (g) Except as would not result in a material liability to the Acquired Companies (taken as a whole), with respect to each Foreign Benefit Plan, local Legal Requirements (i) has been established, operated, maintained and administered in compliance with its terms and operated in compliance with all employer and employee contributions to each Foreign Benefit Plan required by applicable Legal Requirement or by the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practicesRequirements; (ii) the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient in all material respects to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such Foreign Benefit Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and no transaction shall cause such assets or insurance obligations to be less than such benefit obligations; (iii) each Foreign Benefit Plan if required to be registered or approved by a non-U.S. Governmental Body, has been registered or approved and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities authorities, and, to the extent Knowledge of Table of Contents Ainge, no event has occurred since the date of the most recent approval or application therefor relating to any such plan that would reasonably be expected to adversely affect any such approval or good standing; (iii) that is requiredintended to qualify for special Tax treatment meets all requirements for such treatment; and (iv) has been establishedif required to be fully funded or fully insured, administered is fully funded or fully insured on an ongoing and operated termination or solvency basis (determined using reasonable actuarial assumptions) in compliance with applicable Legal Requirements. With respect to each Ainge Governmental Plan, (i) Ainge and the Ainge Affiliates have complied in all material respects with the requirements thereof and (ii) no liability has been incurred by Ainge or any Ainge Affiliates with respect thereto that has not been satisfied in accordance full (other than with its terms and compliance with all applicable Legal Requirements. (h) The Company respect to amounts for which the due date without penalty has Made Available to Parent a list of all employees of each of the Acquired Companies as of May 28, 2015, which list correctly reflects, in all material respects, their wage or salary, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation, commission or severance arrangementsnot yet occurred), their dates of employment and their positions, applicable classification, work location by country (or by state, for those located in the U.S.) and current status. (i) None Except as set forth in Section 3.14(i) of the Acquired Ainge Disclosure Letter or as would not reasonably be expected to result in material liability to Ainge, Ainge and its Affiliates, including the Ainge Companies, are in compliance in all material respects with all Legal Requirements relating to terms and conditions of employment, employment practices, wages, hours, and other labor related matters with respect to the Ainge Employees. (j) Except as set forth in Section 3.14(j) of the Ainge Disclosure Letter or as would not reasonably be expected to result in material liability to Ainge, (i) as of the date of this Agreement, none of the Ainge Companies is a party to 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 organizations, employee representatives or works councils representing, purporting to represent or, to the knowledge Knowledge of the CompanyAinge, seeking to represent any employees of any of the Acquired Ainge Companies. There is no ; (ii) since January 1, 2016 through the date hereof, there has not been any material strike, slowdown, work stoppage, lockout, job action, or other picketing, labor dispute pendingdispute, or to the knowledge of the Company, threatened, as of the date of this Agreement, or question concerning representation, by union organizing activity, or with respect to any threat thereof, or any similar activity or dispute, affecting any of its employees. All of the employees of the Acquired Ainge Companies providing services in the United States are “at will” employees and all of the employment contracts of the employees of the Acquired Companies providing services outside the United States are in writing and may be terminated by three months’ notice or less given at any time without giving rise to any claim for contractual severance pay (other than a statutory redundancy payment or statutory or legally required compensation under any applicable Legal Requirements). The Company has Made Available to Parent or its advisors accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and written particulars of employment relating to the employment of the employees of the Acquired Companies (in each case as in effect on the date of this Agreement). (j) Each of the Acquired Companies: (i) is in compliance in all material respects with all applicable Legal Requirements and any order, ruling, decree, judgment 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, including the WARN Act (in the United States) and other applicable Legal Requirements, judgments and awards relating to discrimination, equal employment opportunity, wages and hours, labor relations, leave of absence requirements, and occupational health and safety, wrongful discharge or violation of the personal rights of their employees, former employees or prospective employees; (ii) except as would result in a material liability to the Acquired Companies (taken as a whole), has withheld and reported all amounts required by agreement or applicable Legal Requirement to be withheld and reported with respect to wages, salaries and other payments to any Company Associates; (iii) has no material liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) has no material 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 or other benefits or obligations for any current or former employees, consultants or directors (other than routine payments to be made in the normal course of business). (k) Except as would not result in a material liability to the Acquired Companies (taken as a whole), all individuals who are performing consulting or other services for any of the Acquired Companies were classified correctly as “independent contractors,” “contingent workers,” “third party workers” or “employees,” as required by applicable Legal Requirements. (l) Except as would not result in a material liability to the Acquired Companies, taken as whole, as of the date of this Agreement, there are no Legal Proceedings or labor disputes or grievances pending, or and, to the knowledge Knowledge of Ainge, no Person has threatened to commence, any such strike, slowdown, work stoppage, lockout, job action or picketing; (iv) as of the Companydate of this Agreement, threatened or reasonably anticipated relating to any employment contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, collective bargaining agreement, work council agreement or any other labor union contract, employee privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety or discrimination matters involving any former or current employees, consultants or directors of any of the Acquired Companies. There there is no charge material claim or other action grievance pending or, to the knowledge Knowledge of Ainge, threatened against any Ainge Company arising under any Collective Bargaining Agreement; and (v) as of the Companydate of this Agreement, threatened before the U.S. Equal Employment Opportunity Commissionthere are no labor or contractual claims that may be asserted by any labor organization, any courtemployee representative or works council that could prevent, or any other Governmental Body with respect to the employment practices of any Acquired Company, other than charges or actions, individually or in the aggregate, that would not (i) prevent materially delay or materially delay impair the consummation of the Merger; Merger or any of the other Contemplated Transactions or otherwise have a Ainge Material Adverse Effect. (iik) if adversely determinedAll contributions (including all employer contributions and employee salary reduction contributions), premium payments and other payments required to be made in respect of any Ainge Benefit Plan and any Ainge Governmental Plan, under the terms of any such Ainge Benefit Plan or Ainge Governmental Plan, related funding arrangement or in accordance with applicable Legal Requirements, have, in all material respects, been paid within the time so prescribed or have been properly accrued in accordance with GAAP, except as would not reasonably be expected to result in material liability to any Acquired Company. There is no obligation to obtain the consent of any works council or other employee representative body to enter into this Agreement or to consummate the MergerAinge.

Employee and Labor Matters; Benefit Plans. (a) Section 2.15(a)(i2.14(a) of the PERA Disclosure Schedule identifies each material Employee Benefit Plan that 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, 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 PERA or any PERA Affiliate, or which is not a Foreign Benefit Plan maintained by, administered or contributed to by, or required to be contributed to by, PERA or any PERA Affiliate, or under which PERA or any PERA Affiliate has incurred or may incur any liability (each, a “U.S. PERA Employee Benefit Plan”). Section 2.15(a)(ii) of the Disclosure Schedule separately identifies each material Employee Benefit Plan that is not subject to U.S. Legal Requirements (a “Foreign Benefit Plan”) and the non-U.S. jurisdiction applicable to each Foreign Benefit Plan. (b) None of the Acquired Companies or any trade or business (whether or not incorporated) under common control with any Acquired Company and that, together with any Acquired Company, is treated as a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”), maintains, sponsors or has an obligation to contribute to, and none of the Acquired Companies has at any time in the past five years maintained, sponsored or has had an obligation to contribute to any employee pension benefit plan (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA or Section 412 of the Code or any similar pension benefit plan that is a Foreign Benefit Plan, whether or not excluded from coverage under specific Titles or Subtitles of ERISA or a “multiple employer plan” (within the meaning of Section 413(c) of the Code), in each case, for the benefit of any current or former employees, consultants or directors of any of the Acquired Companies. None of the Employee Benefit Plans promises retiree medical, disability or life insurance benefits to any current or former employee, consultant or director of any Acquired Company, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable state or local Legal Requirement. (c) With respect to each PERA Employee Benefit Plan, the Company PERA has Made Available made available to Parent (in each case as in effect on the date of this Agreement) an accurate, current GC a true and complete copy of: , to the extent applicable, (i) each material such PERA Employee Benefit Plan (including all material amendments thereto)Plan, except for (A) offer letters that provide for at-will employment and can be terminated without material cost or liability to the Acquired Companies; (B) consultant agreements that can be terminated without material cost or liability to the Acquired Companies; and (C) Company Option, Company RSU and Company PRSU agreements, in which case only standard forms of such agreements have been Made Available to Parent; provided that, individual agreements materially differing from such forms have also been Made Available to Parent; (ii) the annual report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code, with respect to such Employee Benefit Plan for the three most recent plan years; (iii) in the case of any Foreign Benefit PERA Employee Plan providing for deferred compensation or retirement benefitswhich a Form 5500 must be filed, any statutory funding requirement having a similar purposecopy of the two most recently filed Forms 5500, the most recent annual with all corresponding schedules and periodic accounting of financial statements attached, (iii) each currently effective trust agreement related to such plan’s assets and the most recent actuarial report; PERA Employee Plan, (iv) for U.S. Employee Benefits Plans, the most recent summary plan description, together with prospectus or similar employee summary for each summary of material modificationsPERA Employee Plan, if any, and for material Foreign Benefit Plans, (v) the most recent summary of the plan; (v) for U.S. Internal Revenue Service determination or opinion letter or analogous ruling under foreign law issued with respect to any PERA Employee Benefit PlansPlan, the trust, funding agreement, insurance Contract and other documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof, and, for material Foreign Benefit Plans, the trust, funding agreement, insurance Contract and other material documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (vi) all material notices, letters or other correspondence received in the last three years, if any, to or from any Governmental Body relating to such Employee Benefit Planor agency thereof within the last three years; (vii) all non-discrimination tests for the most recent determination letter (or opinion letter, if applicable) received from the IRS with respect to each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Codethree plan years; and (viii) all material government written agreements and regulatory approvals received from any foreign Governmental Body with respect to Foreign Benefit PlansContracts currently in effect, including (without limitation) administrative service agreements, group annuity contracts, and group insurance contracts. (dc) Except as would not result in a material liability to the Acquired Companies (taken as a whole): (i) each of the Each PERA Employee Benefit Plans Plan that is and has been established, operated and administered in accordance with its terms and with applicable Legal Requirements, including ERISA and the Code; (ii) there are no audits, investigations or Legal Proceedings by any Governmental Body and no other actions, suits or claims pending, or, to the knowledge of the Company, threatened (other than routine claims for benefits) with respect to any Employee Benefit Plan; (iii) each Employee Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to any of the Acquired Companies (other than ordinary administration expenses); (iv) no event has occurred and, to the knowledge of the Company, no condition exists that would subject any Acquired Company, by reason of their affiliation to any ERISA Affiliate, to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Legal Requirements; and (v) no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, has occurred with respect to any Employee Benefit Plan. Each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Code and each trust intended to be qualified under Section 501(a) of the Code has obtained received a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code, or may rely upon an on a favorable opinion letter for a prototype or volume submitter planwith respect to such qualified status from the Internal Revenue Service. To the Knowledge of PERA, and, to the knowledge of the Company, there nothing has been no event, condition or circumstance occurred that has resulted, or would reasonably be expected to result in, disqualification under adversely affect the Codequalified status of any such PERA Employee Plan or the exempt status of any related trust. (ed) Except To PERA’s Knowledge, each PERA Employee Plan has been operated and maintained in compliance, in all material respects, with its terms and, both as would not result in a material liability to form and operations, with all applicable Legal Requirements, including the Acquired Companies (taken as a whole)Code, all contributionsany applicable local laws, premiums and ERISA. Neither PERA nor any PERA Affiliate is subject to any Liability or payments penalty under Sections 4976 through 4980 of the Code or Title I of ERISA with respect to any of the PERA Employee Plans. All contributions required to be made with respect by PERA or any PERA Affiliate to any PERA Employee Benefit Plan (other than Foreign Benefit Plans) have been made on or before their due datesdates (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). (e) No suit, administrative proceeding, action or other litigation has been initiated against, or to the Knowledge of PERA, is threatened, against or with respect to any PERA Employee Plan, including any audit or inquiry by the IRS, United States Department of Labor or other Governmental Body. (f) Neither PERA nor any PERA Affiliate has announced its intention to modify or amend any PERA Employee Plan or adopt any arrangement or program which, once established, would come within the execution, delivery definition of a PERA Employee Plan. (g) No PERA Employee Plan is subject to Title IV or performance Section 302 of this Agreement ERISA or the consummation Section 412 of the Merger Code, and neither PERA nor any PERA 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 PERA Employee Plan is a Multiemployer Plan, and neither PERA nor any PERA Affiliate has ever contributed to or had an obligation to contribute, or incurred any liability in respect of the a contribution, to any Multiemployer Plan. No PERA Employee Plan is a Multiple Employer Plan. (h) No PERA Employee Plan provides for medical or death benefits beyond termination of service or retirement, other Contemplated Transactions (either alone or in combination with another event, whether contingent or otherwise) will: than (i) entitle any current pursuant to COBRA or former employee, consultant an analogous state law requirement or director of any of the Acquired Companies to any bonus, severance, change in control or other payment or to any increase therein upon any termination of employment or service; (ii) materially increase the death or retirement benefits payable or provided to, or result in under a forgiveness of indebtedness for, any such employee, consultant or director; (iii) accelerate the vesting, funding or time of payment of any compensation, Company Equity Award or any other benefit; (iv) result in any payments under any PERA Employee Benefit Plan that would not be deductible qualified under Section 280G 401(a) of the Code); . Neither PERA nor any PERA Affiliate sponsors or maintains any self-funded employee benefit plan. No PERA Employee Plan is subject to any Legal Requirement of any foreign jurisdiction outside of the United States. (vi) cause No payment pursuant to any PERA Employee Plan or other arrangement to any “service provider” (as such term is defined in Section 409A of the application Code and the United States Treasury Regulations and IRS guidance thereunder) from PERA, including the grant, vesting or exercise of an accelerated or additional any stock option, would subject any Person to tax under pursuant to Section 409A of the Code. (g) Except as would not result in a material liability , whether pursuant to the Acquired Companies (taken as a whole), with respect to each Foreign Benefit Plan, (i) all employer and employee contributions to each Foreign Benefit Plan required by applicable Legal Requirement Contemplated Transactions or by the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient in all material respects to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such Foreign Benefit Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and no transaction shall cause such assets or insurance obligations to be less than such benefit obligations; (iii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is required; and (iv) has been established, administered and operated in all material respects in accordance with its terms and compliance with all applicable Legal Requirements. (h) The Company has Made Available to Parent a list of all employees of each of the Acquired Companies as of May 28, 2015, which list correctly reflects, in all material respects, their wage or salary, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation, commission or severance arrangements), their dates of employment and their positions, applicable classification, work location by country (or by state, for those located in the U.S.) and current status. (i) None of the Acquired Companies is a party to 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 Company, seeking to represent any employees of any of the Acquired Companies. There is no strike, slowdown, work stoppage, lockout, job action, or other labor dispute pending, or to the knowledge of the Company, threatened, as of the date of this Agreement, or question concerning representation, by or with respect to any of its employees. All of the employees of the Acquired Companies providing services in the United States are “at will” employees and all of the employment contracts of the employees of the Acquired Companies providing services outside the United States are in writing and may be terminated by three months’ notice or less given at any time without giving rise to any claim for contractual severance pay (other than a statutory redundancy payment or statutory or legally required compensation under any applicable Legal Requirements). The Company has Made Available to Parent or its advisors accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and written particulars of employment relating to the employment of the employees of the Acquired Companies (in each case as in effect on the date of this Agreement)otherwise. (j) Each PERA has paid all wages, bonuses, commissions 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. PERA is in material compliance with all of its bonus, commission and other compensation plans and has paid any and all amounts required to be paid under such plans, including any and all bonuses and commissions (or pro rata portion thereof) that may have accrued or been earned through the calendar quarter preceding the Effective Time, and is not liable for any payments, taxes or penalties for failure to comply with any of the Acquired Companies: terms or conditions of such plans or the laws governing such plans. (ik) PERA is and has been in compliance in all material respects with all applicable Legal Requirements state and any orderfederal labor and employment laws, ruling, decree, judgment or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, including those relating to wages, hours or other labor related mattershours, including the WARN Act (in the United States) and other applicable Legal Requirementscollective bargaining, judgments and awards relating to discriminationunemployment compensation, workers compensation, equal employment opportunity, wages discrimination, harassment, retaliation, immigration control, employee classification, the federal and hoursstate WARN Acts, labor relationsinformation privacy and security, leave payment and withholding of absence requirementsTaxes and continuation coverage with respect to group health plans, except where any non-compliance, individually or the aggregate, has not had and occupational health and safety, wrongful discharge or violation of the personal rights of employees, former employees or prospective employees; would not reasonably be expected to have a PERA Material Adverse Effect. PERA: (iii) except as would result in a material liability to the Acquired Companies (taken as a whole), has withheld and reported all amounts required by law or by agreement or applicable Legal Requirement to be withheld and reported with respect to wages, salaries and other payments to any Company Associates; employees, (iiiii) has no material liability is not liable for any arrears of wages wages, severance pay or any Taxes or any penalty of any material amount for failure to comply with any of the foregoing; , and (iviii) has no material liability 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 or other benefits or obligations for any current or former employees, consultants or directors employees (other than routine payments to be made in the normal course of businessbusiness and consistent with past practice). (k) Except as would not result in a material liability to the Acquired Companies (taken as a whole), all individuals who are performing consulting or other services for any of the Acquired Companies were classified correctly as “independent contractors,” “contingent workers,” “third party workers” or “employees,” as required by applicable Legal Requirements. (l) Except as would not result in a material liability to the Acquired Companies, taken as whole, as of the date of this Agreement, there . There are no Legal Proceedings actions, suits, claims or labor disputes or grievances administrative matters pending, or to the knowledge Knowledge of the CompanyPERA, threatened or reasonably anticipated against PERA relating to any employment contract, wages and hours, leave of absence, plant closing notificationemployee, employment statute or regulation, collective bargaining agreement, work council independent contractor, independent contractor agreement or PERA Employee Plan. There are no pending or, to the Knowledge of PERA, threatened or reasonably anticipated claims or actions against PERA or any other labor union contract, employee privacy right, labor dispute, workers’ trustee of PERA under any worker’s compensation policy or long-term disability policy. PERA is not a party to a conciliation agreement, safety or discrimination matters involving any former or current employees, consultants or directors of any of the Acquired Companies. There is no charge consent decree or other action pending oragreement or order with any federal, to the knowledge of the Company, threatened before the U.S. Equal Employment Opportunity Commission, any courtstate, or any other local agency or Governmental Body with respect to employment practices. (l) Except as noted on Section 2.14(l) of the PERA Disclosure Schedule, (i) all individuals employed by PERA are employed at-will and PERA has no employment practices or other agreements that contain any severance, change in control, or termination pay liabilities, and all agreements with independent contractors or consultants may be terminated by PERA without penalty or liability with 30 days or less notice, and (ii) no current or former independent contractor of PERA would reasonably be deemed to be a misclassified employee. Except as set forth on Section 2.14(l) of the PERA Disclosure Schedule, no independent contractor is eligible to participate in any PERA Employee Plan. PERA has no material liability with respect to any misclassification of: (A) any Person as an independent contractor rather than as an employee, (B) any employee leased from another employer, or (C) any employee currently or formerly classified as exempt from overtime wages. PERA has not 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. No terminations of employees of PERA prior to the Closing would trigger any notice or other obligations under the WARN Act or similar state or local law. (m) No employee of PERA is covered by an effective or pending collective bargaining agreement or similar labor agreement. There has not been any activity on behalf of any Acquired Companylabor organization or employee group to organize any such employees. There is not, other than and no employee of PERA has threatened, any labor dispute, work stoppage, labor strike or lockout against PERA. There are no (i) unfair labor practice charges or actionscomplaints against PERA pending before the National Labor Relations Board or any other labor relations tribunal or authority and, individually to the Knowledge of PERA, no such charges or complaints are threatened, (ii) representation claims or petitions pending before the National Labor Relations Board or any other labor relations tribunal or authority or (iii) grievances or pending arbitration proceedings against PERA that arose out of or under any collective bargaining agreement. (n) There is no Contract or arrangement to which PERA or any PERA Affiliate is a party or by which it is bound to compensate any of its current or former employees, independent contractors or directors for additional income or excise taxes paid pursuant to Sections 409A or 4999 of the Code. (o) Neither PERA nor any PERA Affiliate is a party to any Contract that has resulted or would reasonably be expected to result, separately or in the aggregate, that would not in the payment of (i) prevent or materially delay consummation any “excess parachute payment” within the meaning of Section 280G of the Merger; Code or (ii) if adversely determinedany amount the deduction for which would be disallowed under Section 162(m). (p) Except as set forth in Section 2.14(p) of the PERA 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 material liability any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Acquired Company. There is no obligation to obtain employee, independent contractor or director of PERA, (ii) increase or otherwise enhance any benefits otherwise payable by PERA, (iii) result in the consent acceleration of the time of payment or vesting of any works council such benefits, except as required under Section 411(d)(3) of the Code, (iv) increase the amount of compensation due to any Person by PERA or other employee representative body (v) result in the forgiveness in whole or in part of any outstanding loans made by PERA to enter into this Agreement or to consummate the Mergerany Person.

Employee and Labor Matters; Benefit Plans. (a) Section 2.15(a)(i‎3.13(a) of the Intec Disclosure Schedule lists, as of the date of this Agreement, all “employee benefit plans” (as defined in Section 3(3) of ERISA) and all material 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 or vacation, cafeteria, dependent care, medical care, employee assistance program, education or tuition assistance programs, fringe or employee benefit plans, programs, agreements or arrangements, which are currently in effect relating to any present or former employee, independent contractor or director of Intec or any Intec Affiliate (collectively, “Intec Service Providers”), or which is maintained by, administered or contributed to by, or required to be contributed to by, Intec or any Intec Affiliate, or under which Intec or any Intec Affiliate has any current or may incur any future Liability (each, an “Intec Employee Plan”) (other than offer letters with non-officer employees which are materially consistent with forms delivered or made available by the Intec prior to the execution of this Agreement; equity grant notices and related documentation, with respect to Intec employees; and agreements with consultants entered into in the Ordinary Course of Business and which are materially consistent with forms delivered or made available by Intec prior to the execution of this Agreement) and separately identifies each material Intec Employee Benefit Plan that is not a maintained primarily for the benefit of Intec Service Providers outside the United States, including each material old age part time and early retirement scheme, retirement plan, pension plan (funded and unfunded), deferred compensation and life insurance plan (each, an “Intec Foreign Benefit Plan (a “U.S. Employee Benefit Plan”). Section 2.15(a)(ii) of the Disclosure Schedule separately identifies each material Employee Benefit Plan that is not subject to U.S. Legal Requirements (a “Foreign Benefit Plan”) and the non-U.S. jurisdiction applicable to each Foreign Benefit Plan. (b) None of the Acquired Companies or any trade or business (whether or not incorporated) under common control with any Acquired Company and that, together with any Acquired Company, is treated as a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”), maintains, sponsors or has an obligation to contribute to, and none of the Acquired Companies has at any time in the past five years maintained, sponsored or has had an obligation to contribute to any employee pension benefit plan (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA or Section 412 of the Code or any similar pension benefit plan that is a Foreign Benefit Plan, whether or not excluded from coverage under specific Titles or Subtitles of ERISA or a “multiple employer plan” (within the meaning of Section 413(c) of the Code), in each case, for the benefit of any current or former employees, consultants or directors of any of the Acquired Companies. None of the Employee Benefit Plans promises retiree medical, disability or life insurance benefits to any current or former employee, consultant or director of any Acquired Company, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable state or local Legal Requirement. (c) With respect to each Intec Employee Benefit Plan, the Company Intec has Made Available made available to Parent (in each case as in effect on the date of this Agreement) an accurate, current Decoy a true and complete copy of, to the extent applicable: (i) each material Employee Benefit Plan (the governing plan document or agreement, including all material any amendments thereto), except for (A) offer letters and a written summary of the material terms of any such plan that provide for at-will employment and can be terminated without material cost or liability to the Acquired Companies; (B) consultant agreements that can be terminated without material cost or liability to the Acquired Companies; and (C) Company Option, Company RSU and Company PRSU agreements, is not in which case only standard forms of such agreements have been Made Available to Parent; provided that, individual agreements materially differing from such forms have also been Made Available to Parentwriting; (ii) the three (3) most recent annual report reports (Form Series 5500 and all schedules and 5500) as filed with the United States Department of Labor, including any financial statements attached thereto), if any, required under ERISA or the Code, with respect to such Employee Benefit Plan for the three most recent plan yearsand actuarial reports; (iii) in the case of any Foreign Benefit Plan providing for deferred compensation or retirement benefits, any statutory funding requirement having a similar purpose, the most recent annual and periodic accounting of such plan’s assets and the most recent actuarial reportcurrently effective trust agreement; (iv) for U.S. Employee Benefits Plans, the most recent summary plan description, together with each any summary of or material modifications, if any, and for material Foreign Benefit Plans, the most recent summary of the planmodifications or prospectus; (v) for U.S. Employee Benefit Plans, the trust, funding agreement, insurance Contract and other documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof, and, for material Foreign Benefit Plans, the trust, funding agreement, insurance Contract and other material documents establishing United States Internal Revenue Service determination or opinion letter with respect to any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereofIntec Employee Plan; (vi) all material and non-routine notices, letters or other correspondence received in the last three years, if any, to or from any Governmental Body relating to such Employee Benefit Planor agency thereof within the last three (3) years; (vii) all non-discrimination and compliance tests for the most recent determination letter three (or opinion letter, if applicable3) received from the IRS with respect to each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Codeplan years; and (viii) all material government written agreements and regulatory approvals received from any foreign Governmental Body with respect to Foreign Benefit PlansContracts currently in effect, including (without limitation) administrative service agreements, group annuity contracts, and group insurance contracts. (dc) Except as would not result in a material liability to the Acquired Companies (taken as a whole): (i) each of the Each Intec Employee Benefit Plans Plan that is and has been established, operated and administered in accordance with its terms and with applicable Legal Requirements, including ERISA and the Code; (ii) there are no audits, investigations or Legal Proceedings by any Governmental Body and no other actions, suits or claims pending, or, to the knowledge of the Company, threatened (other than routine claims for benefits) with respect to any Employee Benefit Plan; (iii) each Employee Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to any of the Acquired Companies (other than ordinary administration expenses); (iv) no event has occurred and, to the knowledge of the Company, no condition exists that would subject any Acquired Company, by reason of their affiliation to any ERISA Affiliate, to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Legal Requirements; and (v) no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, has occurred with respect to any Employee Benefit Plan. Each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Code and each trust intended to be qualified under Section 501(a) of the Code has obtained received a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code, or may rely upon an on a favorable opinion letter for a prototype or volume submitter planwith respect to such qualified status from the United States Internal Revenue Service. To the Knowledge of Intec, and, to the knowledge of the Company, there nothing has been no event, condition or circumstance occurred that has resulted, or would reasonably be expected to result in, disqualification under adversely affect the Codequalified status of any such Intec Employee Plan or the exempt status of any related trust. (ed) Except Each Intec Employee Plan has been operated and maintained in compliance in all material respects, with its terms and, both as would not result to form and operations, with all applicable Legal Requirements, including the Code and ERISA, and all Intec Foreign Plans comply in a all material liability respects with applicable Legal Requirements. Neither Intec nor any Intec Affiliate is subject to any material Liability or penalty under Sections 4976 through 4980 of the Acquired Companies (taken as a whole), all contributions, premiums Code or payments Title I of ERISA with respect to any of the Intec Employee Plans. All contributions required to be made with respect by Intec, any of its Subsidiaries or any Intec Affiliate to any Intec Employee Benefit Plan (other than Foreign Benefit Plans) have been made on or before their due datesdates (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). (e) Neither Intec, nor any Intec Affiliate has (i) 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 (ii) knowingly violated the provisions of Part 4 of Title I, Subtitle B of ERISA. (f) Neither No suit, administrative proceeding, action or other litigation has been initiated against, or to the executionKnowledge of Intec, delivery is threatened, against or performance with respect to any Intec Employee Plan, including any audit or inquiry by the United States Internal Revenue Service, United States Department of this Agreement Labor or the consummation other Governmental Body. (g) No Intec Employee Plan is subject to Title IV or Section 302 of ERISA or Section 412 of the Merger Code, and neither Intec, nor any Intec 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 Intec Employee Plan is a Multiemployer Plan, and neither Intec, nor any Intec 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 Intec Employee Plan is a Multiple Employer Plan. (h) No Intec Employee Plan provides for medical, welfare, retirement or death benefits beyond termination of service or retirement, other than (i) pursuant to COBRA or an analogous state law requirement or (ii) death or retirement benefits under an Intec Employee Plan qualified under Section 401(a) of the Code. Except as provided in Section ‎3.13(h) of the Intec Disclosure Schedule and identified as a self-funded plan, neither Intec nor any Intec Affiliate sponsors or maintains any self-funded employee welfare benefit plan. (i) No payment made pursuant to any Intec Employee Plan or other arrangement to any “service provider” (as such term is defined in Section 409A of the Code and the regulations and guidance thereunder) from Intec or any Intec Subsidiary, including the grant, vesting or exercise of any stock option, would subject any Person to Tax pursuant to Section 409A of the Code, whether pursuant to the Transactions or otherwise. (j) Each Intec Option grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of Intec. (k) No Intec Options or Intec Parent Option are subject to the requirements of Section 409A of the Code. Each “nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of the Code and the regulations and guidance thereunder) maintained by or under which Intec or any of Intec Subsidiary makes, is obligated to make or promises to make, payments (each, an “Intec 409A Plan”) complies in all material respects, in both form and operation, with the other Contemplated Transactions (either alone or in combination with another event, whether contingent or otherwise) will: (i) entitle any current or former employee, consultant or director requirements of any Section 409A of the Acquired Companies Code and the regulations and guidance thereunder. No payment to be made under any bonusIntec 409A Plan is, severance, change in control or other payment or to any increase therein upon any termination the Knowledge of employment or service; (iiIntec will be, subject to the penalties of Section 409A(a)(1) materially increase the benefits payable or provided to, or result in a forgiveness of indebtedness for, any such employee, consultant or director; (iii) accelerate the vesting, funding or time of payment of any compensation, Company Equity Award or any other benefit; (iv) result in any payments under any Employee Benefit Plan that would not be deductible under Section 280G of the Code); or (v) cause the application of an accelerated or additional tax under Section 409A of the Code. (gl) Except as would not result Intec and the Intec Subsidiaries are in a material liability to the Acquired Companies (taken as a whole), with respect to each Foreign Benefit Plan, (i) all employer and employee contributions to each Foreign Benefit Plan required by applicable Legal Requirement or by the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient in all material respects to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such Foreign Benefit Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and no transaction shall cause such assets or insurance obligations to be less than such benefit obligations; (iii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is required; and (iv) has been established, administered and operated in all material respects in accordance with its terms and compliance with all applicable Legal Requirementsforeign, federal, state and local laws, rules, regulations, orders, rulings, judgments, decrees or arbitration 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 of work, labor relations, leave of absence requirements, occupational health and safety, privacy, harassment, retaliation, immigration and wrongful discharge. There are no actions, suits, claims or administrative matters pending, or to the Knowledge of Intec, threatened or reasonably anticipated against Intec relating to any employee, employment agreement, independent contractor, independent contractor agreement or Intec Employee Plan. There are no pending or, to the Knowledge of Intec, threatened or reasonably anticipated claims or actions against Intec under any worker’s compensation policy or long term disability policy. Intec 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. (hm) The Company has Made Available to Parent a list of all employees of each Except as set forth on Section ‎3.13(m) of the Acquired Companies Intec Disclosure Schedule, no independent contractor is eligible to participate in any Intec Employee Plan. Neither Intec nor any Intec Subsidiary has material Liability with respect to any misclassification of: (A) any Person as of May 28, 2015, which list correctly reflects, in all material respects, their wage an independent contractor rather than as an employee; or salary, (B) any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation, commission employee currently or severance arrangements), their dates of employment and their positions, applicable classification, work location by country (or by state, for those located in the U.S.) and current statusformerly classified as exempt from overtime wages. (in) None Within the past four years, neither Intec nor any Intec Subsidiary has taken any action which would constitute a “plant closing” or “mass layoff” within the meaning of the Acquired Companies 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 Intec prior to the Closing would trigger any notice or other obligations under the WARN Act or similar state or local law. (o) No employee of Intec or any Intec Subsidiary is a party to any covered by an effective or pending collective bargaining agreement or other Contract with a similar labor organization or works council representing agreement, and within the last four years there has not been any of its employees and there are no labor organizations or works councils representingthreat of, purporting to represent or, to the knowledge of the Company, seeking to represent any employees of any of the Acquired Companies. There is no strike, slowdown, work stoppage, lockout, job action, union organizing activity, or any similar activity or dispute, affecting Intec or any Intec Subsidiary. No union or other labor dispute pendingcollective bargaining unit has been certified or recognized by Intec or any Intec Subsidiary as representing any of its employees, or and neither Intec nor any Intec Subsidiary pays any dues to the knowledge Israeli General Federation of Labor (or Histadrut) or participates in the expenses of any Workers’ Committee (or Va’ad Ovdim). (p) There is no Contract or arrangement to which Intec or any Intec Subsidiary is a party or by which it is bound to compensate any of its current or former employees, independent contractors or directors for additional income or excise Taxes paid pursuant to Sections 409A or 4999 of the Company, threatened, Code. (q) Except as set forth in Section ‎3.13(q) of the date Intec Disclosure Schedule, none of the execution and delivery of this Agreement, or question concerning representationthe consummation of the Transactions or, by if in connection with any of the foregoing, any termination of employment or service or any other event in connection therewith will, individually or together or with respect 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 its employees. All Intec; (ii) materially increase or otherwise enhance any benefits otherwise payable by Intec; (iii) result in the acceleration of the employees time of payment or vesting of any such benefits, except as required under Section 411(d)(3) of the Acquired Companies providing services Code; (iv) increase the amount of compensation due to any Person by Intec; or (v) result in the United States forgiveness in whole or in part of any outstanding loans made by Intec to any Person. (r) Except as noted on Section ‎3.13(r) of the Intec Disclosure Schedule, all individuals employed by Intec and its Subsidiaries are “at will” employees employed at-will and Intec and its Subsidiaries have no employment or other agreements that contain any severance, change in control, termination pay liabilities, or advance notice requirements, and all of the employment contracts of the employees of the Acquired Companies providing services outside the United States are in writing and agreements with independent contractors or consultants may be terminated by three months’ notice Intec without penalty or Liability with thirty (30) days or less given at notice. (s) Intec and its Subsidiaries have paid all earned wages, bonuses, commissions, severance, and other benefits and sums due (and all required Taxes, insurance, social security and withholding thereon), other than accrued amounts representing wages, bonuses, or commission entitlements due for the current pay period or for the reimbursement of legitimate expenses. (t) Solely with respect to employees who reside or work in Israel or are employed by any time without giving rise to Intec Entities (“Israeli Employees”): (i) none of the Intec Entities has or is subject to, and no Israeli Employee benefits from, any claim for contractual severance pay extension order (tzavei harchava) (other than a statutory redundancy payment or statutory or legally extension orders applicable to all employers in Israel); (ii) the obligations of any Intec Entities to provide severance pay, vacation and contributions to any Non-US Benefit Plan (including pension plans, managers’ insurance policy, study fund and loss of earning insurance) to its Israeli Employees pursuant to applicable Law and any other source have been fully funded or, if not required compensation to be fully funded, are accrued on such entity’s financial statements; (iii) without derogating from the generality of the above, the Section 14 Arrangement under any applicable Legal Requirements). The Company has Made Available the Israeli Severance Pay Law – 1963 applies to Parent or its advisors accurate and complete copies all Israeli Employees as of all employee manuals and handbooks, disclosure materials, policy statements and written particulars their start date of employment relating to with relevant Intec Entity based on their entire determining salary; and (iv) the employment of the employees of the Acquired Companies (in each case as in effect on the date of this Agreement). (j) Each of the Acquired Companies: (i) is Intec Entities are in compliance in all material respects with all applicable Legal Requirements Law, regulations, permits and any order, ruling, decree, judgment or arbitration award of any court, arbitrator or any Governmental Body respecting contracts relating to employment, employment practices, wages, bonuses, commissions and other compensation matters and terms and conditions of employment, wages, hours or other labor employment related mattersto its Israeli Employees, including The Advance Notice of Discharge and Resignation Law (5761 2001), The Notice to the WARN Act Employee and Job Candidate Law (in Employment Conditions and Candidate Screening and Selection), 5762-2002, The Prevention of Sexual Harassment Law (5758 1998), the United States) Hours of Work and other applicable Legal RequirementsRest Law, judgments 1951, the Annual Leave Law, 1951, the Salary Protection Law, 1958, Law for Increased Enforcement of Labor Laws, 2011 and awards relating to discriminationThe Employment of Employee by Manpower Contractors Law (5756 1996). To the Knowledge of Intec, equal employment opportunity, wages and hours, labor relations, leave of absence requirements, and occupational health and safety, wrongful discharge or violation none of the personal rights of employees, former employees or prospective employees; (ii) except as Intec Entities have engaged any Israeli Employees whose employment would result in a material liability to the Acquired Companies (taken as a whole), has withheld and reported all amounts required by agreement or applicable Legal Requirement to be withheld and reported with respect to wages, salaries and other payments to any Company Associates; (iii) has no material liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) has no material liability for any payment to any trust or other fund governed by or maintained by or on behalf of require special approvals from any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations Body. Except for any current or former employees, consultants or directors (other than routine payments to be made matters that have not resulted in the normal course of business). (k) Except as and would not result in a material liability to the Acquired Companies (taken as a whole), all individuals who are performing consulting or other services for any of the Acquired Companies were classified correctly as “independent contractors,” “contingent workers,” “third party workers” or “employees,” as required by applicable Legal Requirements. (l) Except as would not result in a material liability to the Acquired Companies, taken as whole, as of the date of this Agreement, there are no Legal Proceedings or labor disputes or grievances pending, or to the knowledge of the Company, threatened or reasonably anticipated relating to any employment contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, collective bargaining agreement, work council agreement or any other labor union contract, employee privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety or discrimination matters involving any former or current employees, consultants or directors of any of the Acquired Companies. There is no charge or other action pending or, to the knowledge of the Company, threatened before the U.S. Equal Employment Opportunity Commission, any court, or any other Governmental Body with respect to the employment practices of any Acquired Company, other than charges or actionsnot, individually or in the aggregate, that would not (i) prevent or materially delay consummation of the Merger; or (ii) if adversely determined, result in material liability liabilities to the Intec Entities, taken as a whole, (A) all amounts that the Intec Entities are legally or contractually required either (x) to deduct from their Israeli Employees’ salaries or to transfer to such Israeli Employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds or (y) to withhold from their Israeli Employees’ salaries and benefits and to pay to any Acquired Company. There is no obligation Governmental Body as required by the Israeli Income Tax Ordinance and Israeli National Insurance Law or otherwise have, in each case, been duly deducted, transferred, withheld and paid (other than routine payments, deductions or withholdings to obtain be timely made in the consent normal course of business and consistent with past practice), and (B) the Intec Entities do not have any works council outstanding obligations to make any such deduction, transfer, withholding or payment (other employee representative body to enter into this Agreement or to consummate the Mergerthan such that has not yet become due).

Employee and Labor Matters; Benefit Plans. (a) Section 2.15(a)(i2.12(a) of the Company Disclosure Schedule identifies Letter lists each material Employee Benefit Plan that is not a Foreign Benefit Plan (a “U.S. Employee Benefit Plan”). Section 2.15(a)(ii) of the Disclosure Schedule separately identifies each material Employee Benefit Plan that is not subject to U.S. Legal Requirements (a “Foreign Benefit Plan”) and the non-U.S. jurisdiction applicable to each Foreign Benefit Plan. (b) None of the Acquired Companies or any trade or business (whether or not incorporated) under common control with any Acquired Company and that, together with any Acquired Company, is treated as a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”), maintains, sponsors or has an obligation to contribute to, and none of the Acquired Companies has at any time in the past five years maintained, sponsored or has had an obligation to contribute to any "employee pension benefit plan (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA or Section 412 of the Code or any similar pension benefit plan that is a Foreign Benefit Plan, whether or not excluded from coverage under specific Titles or Subtitles of ERISA or a “multiple employer plan” " (within the meaning of Section 413(c3(3) of the CodeEmployee 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 each case, for effect or required in the benefit of any current or former employees, consultants or directors of any future as a result of the Acquired Companies. None of the Employee Benefit Plans promises retiree medicaltransaction contemplated by this Agreement or otherwise), disability whether formal or life insurance benefits to informal, oral or written, under which (i) any current or former employee, director or consultant of any Acquired Company has any present or director 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 Company has made available to Parent a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable (i) any related trust agreement or other funding instrument, (ii) the most recent IRS determination letter, if applicable, (iii) all summary plan descriptions and (iv) for the three most recent years (A) the Form 5500 and attached schedules, (B) audited financial statements and (C) actuarial valuation reports. (c) Each Acquired Company Employee Plan has been established, maintained and administered in accordance with its terms, and in substantial compliance with the applicable provisions of ERISA, the Code and other applicable Legal Requirements; (ii) each Acquired Company Employee Plan which is intended to be qualified within the meaning of Code Section 401(a) is so qualified, has received a favorable determination letter as to its qualification, and nothing has occurred that could reasonably be expected to cause the loss of such qualification; (iii) no "reportable event" (as such term is defined in ERISA Section 4043) "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 by to avoid any excise tax under Section 4980B of the Code, Part 6 of Title I of ERISA Code or similar applicable state or local Legal Requirement. (c) With respect otherwise except as may be required pursuant to each Employee Benefit Plan, the Company has Made Available to Parent (in each case as in effect on the date of this Agreement) an accurate, current and complete copy of: (i) each material Employee Benefit Plan (including all material amendments thereto), except for (A) offer letters that provide for at-will employment and can be terminated without material cost or liability to the Acquired Companies; (B) consultant agreements that can be terminated without material cost or liability to the Acquired Companies; and (C) Company Option, Company RSU and Company PRSU agreements, in which case only standard forms of such agreements have been Made Available to Parent; provided that, individual agreements materially differing from such forms have also been Made Available to Parent; (ii) the annual report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code, with respect to such Employee Benefit Plan for the three most recent plan years; (iii) in the case of any Foreign Benefit Plan providing for deferred compensation or retirement benefits, any statutory funding requirement having a similar purpose, the most recent annual and periodic accounting of such plan’s assets and the most recent actuarial report; (iv) for U.S. Employee Benefits Plans, the most recent summary plan description, together with each summary of material modifications, if any, and for material Foreign Benefit Plans, the most recent summary of the plan; (v) for U.S. Employee Benefit Plans, the trust, funding agreement, insurance Contract and other documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof, and, for material Foreign Benefit Plans, the trust, funding agreement, insurance Contract and other material documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (vi) all material correspondence received in the last three years, if any, to or from any Governmental Body relating to such Employee Benefit Plan; (vii) the most recent determination letter (or opinion letter, if applicable) received from the IRS with respect to each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Code; and (viii) all material government and regulatory approvals received from any foreign Governmental Body with respect to Foreign Benefit Plans. (d) Except as would not result in a material liability to the Acquired Companies (taken as a whole): (i) each of the Employee Benefit Plans is and has been established, operated and administered in accordance with its terms and with applicable Legal Requirements, including ERISA and the Code; (ii) there are no audits, investigations or Legal Proceedings by any Governmental Body and no other actions, suits or claims pending, or, to the knowledge of the Company, threatened (other than routine claims for benefits) with respect to any Employee Benefit Plan; (iii) each Employee Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to any of the Acquired Companies (other than ordinary administration expenses); (ivv) no event has occurred and, to the knowledge of the Company, and no condition exists that would subject any Acquired Company, either directly or by reason of their affiliation to with any ERISA Affiliatemember 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 Legal Requirements; 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 Sarbanes-Oxley Act of 2002), and (vvii) for each Acquired Company Employxx Xxxx xxxx xespect to which a Form 5500 has been filed, no non-exempt “prohibited transaction,” 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 4975 of the Code or Sections 406 and 407 4069(b) of ERISA, has occurred with 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 neither 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 respect of, any multiemployer plan. (f) With respect to any each Acquired Company Employee Benefit Plan. Each U.S. Employee Benefit Plan intended to be qualified under Section 401(a, (i) of no actions, suits or claims (other than routine claims for benefits in the Code and each trust intended to be qualified under Section 501(aordinary course) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code, or may rely upon an opinion letter for a prototype or volume submitter plan, andare pending or, to the knowledge of the Company, there has been are threatened, (ii) no eventfacts or circumstances exist that could give rise to any such actions, condition suits or circumstance that has resultedclaims, 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 would reasonably be expected to result inthe knowledge of the Company, disqualification under the Codethreatened. (eg) Except as would not result set forth in a material liability to Section 2.12(g) of the Company Disclosure Letter, none of the Acquired Companies (taken as a whole), all contributions, premiums has proposed or payments required to be made with respect agreed to any increase in benefits under any Acquired Company Employee Benefit Plan (other than Foreign Benefit Plansor the creation of new benefits) have been made on or before their due dates. (fchange 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) Neither of the executionCompany Disclosure Letter, delivery or performance none of the consummation of the transactions contemplated by this Agreement, the execution of this Agreement or the consummation shareholder approval of the Merger or any of the other Contemplated Transactions this Agreement (either whether alone or in combination connection with another event, whether contingent or otherwiseany subsequent event(s)) will: will (i) entitle any current or former employee, consultant or director employee of any of the Acquired Companies Company to any bonus, severance, change in control severance pay or other payment or to any increase therein in severance pay upon any termination of employment or service; after the date of this Agreement, (ii) materially increase accelerate the benefits payable time of payment or provided to, vesting or result in any payment or funding (through a forgiveness grantor trust or otherwise) of indebtedness forcompensation or benefits under, increase the amount payable or result in any other material obligation pursuant to, any such employeeof the Acquired Company Employee Plans, consultant or director; (iii) accelerate limit or restrict the vestingright of the Company to merge, funding amend or time terminate any of payment of any compensationthe Acquired Company Employee Plans, Company Equity Award or any other benefit; (iv) cause the Company to record additional compensation expense on its income statement with respect to any Company Option, or (v) result in any payments under any of the Acquired Company Employee Benefit Plan that Plans which would not be deductible under Section 280G of the Code); . (h) No Acquired Company Employee Plan covers employees of any Acquired Company outside of the United States. (i) There is no Contract, plan or (varrangement covering any Person that, individually or in the aggregate, will give rise to the payment of any amount that would not be deductible by Parent, the Company or any of their respective subsidiaries by reason of Section 162(m) cause the application of an accelerated or additional tax under Section 409A of the Code. (gi) Except as would not result in a material liability to There are no controversies pending or threatened, between any of the Acquired Companies (taken as and any of their respective employees which controversies have had, or would reasonably be expected, individually or in the aggregate, to have a whole)Company Material Adverse Effect, with respect to and a description of each Foreign Benefit Plan, (ipending or threatened controversy is set forth in Section 2.12(j) all employer and employee contributions to each Foreign Benefit Plan required by applicable Legal Requirement or by of the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practicesCompany Disclosure Letter; (ii) the fair market value each of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, Acquired Companies is sufficient in all material respects to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such Foreign Benefit Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and no transaction shall cause such assets or insurance obligations to be less than such benefit obligations; (iii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is required; and (iv) has been established, administered and operated in all material respects in accordance with its terms and compliance with all applicable Legal Requirements. (h) The Company has Made Available to Parent a list of all employees of each of the Acquired Companies as of May 28Requirements respecting employment and employment practices, 2015, which list correctly reflects, in all material respects, their wage or salary, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation, commission or severance arrangements), their dates terms and conditions of employment and their positionswages and hours, applicable classificationemployment discrimination, work location by country 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; (or by state, for those located in the U.S.iii) and current status. (i) None none of the Acquired Companies is a party to or otherwise bound by 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 Company, seeking to represent any employees of any of the Acquired Companies. There is no strike, slowdown, work stoppage, lockout, job action, or other labor dispute pending, or to the knowledge of the Company, threatened, as of the date of this Agreement, or question concerning representation, by or with respect to any of its employees. All of the employees of the Acquired Companies providing services in the United States are “at will” employees and all of the employment contracts of the employees of the Acquired Companies providing services outside the United States are in writing and may be terminated by three months’ notice or less given at any time without giving rise to any claim for contractual severance pay (other than a statutory redundancy payment or statutory or legally required compensation under any applicable Legal Requirements). The Company has Made Available to Parent or its advisors accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and written particulars of employment relating to the employment of the employees of the Acquired Companies (in each case as in effect on the date of this Agreement). (j) Each of the Acquired Companies: (i) is in compliance in all material respects with all applicable Legal Requirements and any order, ruling, decree, judgment 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, including the WARN Act (in the United States) and other applicable Legal Requirements, judgments and awards relating to discrimination, equal employment opportunity, wages and hours, labor relations, leave of absence requirements, and occupational health and safety, wrongful discharge or violation of the personal rights of employees, former employees or prospective employees; (ii) except as would result in a material liability to the Acquired Companies (taken as a whole), has withheld and reported all amounts required by agreement or applicable Legal Requirement to be withheld and reported with respect to wages, salaries and other payments to any Company Associates; (iii) has no material liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) has no material 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 or other benefits or obligations for any current or former employees, consultants or directors (other than routine payments to be made in the normal course of business). (k) Except as would not result in a material liability to the Acquired Companies (taken as a whole), all individuals who are performing consulting or other services for any of the Acquired Companies were classified correctly as “independent contractors,” “contingent workers,” “third party workers” or “employees,” as required by applicable Legal Requirements. (l) Except as would not result in a material liability to the Acquired Companies, taken as whole, as of the date of this Agreement, there are no Legal Proceedings or labor disputes or grievances pending, or to the knowledge of the Company, threatened or reasonably anticipated relating to any employment contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, collective bargaining agreement, work council contract or other agreement or any other understanding with a labor union contractor labor organization and, employee privacy rightwithin the last three years, labor disputethere has not been any, workers’ compensation policy or long-term disability policy, safety or discrimination matters involving any former or current employees, consultants or directors of any of the Acquired Companies. There and there is no charge or other action pending or, to the knowledge of the Company, threatened before 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 Acquired Company; (iv) the U.S. Equal Employment Opportunity CommissionCompany is not obligated to make any payments or provide any benefits to any Person under the Worker Adjustment and Retraining Notification Act of 1988, any courtas amended, or any other Governmental Body with respect similar plant closing or mass layoff law, such as California Labor Code Section 1400 et seq.; and (v) except as set forth in Section 2.12(j) of the Company Disclosure Letter, all persons to the employment practices of whom any Acquired Company, other than charges 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 actions, individually or non-employees for purposes of federal income and employment tax withholding and coverage under and participation in the aggregate, that would not (i) prevent or materially delay consummation all of the Merger; or (ii) if adversely determined, result in material liability to any Acquired Company. There is no obligation to obtain the consent of any works council or other employee representative body to enter into this Agreement or to consummate the MergerCompany Employee Plans.

Employee and Labor Matters; Benefit Plans. (a) Section 2.15(a)(i2.16(a) of the Company Disclosure Schedule identifies each material Employee Benefit Plan lists, as of the date of this Agreement, all written and 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), which are currently in effect or that have been frozen or terminated within the three (3) years preceding the date hereof, relating to any present or former employee, independent contractor or director of the Company, or which is not a Foreign Benefit Plan maintained by, administered or contributed to by, or required to be contributed to by, the Company, or under which the Company has any current or contingent future Liability (each, a “U.S. Company Employee Benefit Plan”). Section 2.15(a)(ii) of the Disclosure Schedule separately identifies each material Employee Benefit Plan that is not subject to U.S. Legal Requirements (a “Foreign Benefit Plan”) and the (other than offer letters with non-U.S. jurisdiction applicable officer employees which are materially consistent with forms made available by the Company to each Foreign Benefit PlanMTS prior to the execution of this Agreement and agreements with consultants or independent contractors entered into in the Ordinary Course of Business and which are materially consistent with forms made available by the Company to MTS prior to the execution of this Agreement). (b) None As applicable with respect to each Company Employee Plan, the Company has made available to MTS a true and complete copy of: (i) such Company Employee Plan including any amendments thereto, and in the case of an unwritten material Company Employee Plan, a written description thereof; (ii) the three (3) most recent annual reports (Form 5500) as filed with the United States Department of Labor, including any financial statements and actuarial reports; (iii) each currently effective trust agreement related to such Company Employee Plan; (iv) the most recent summary plan description, with any summary of material modifications, prospectus or other summary for each Company Employee Plan; (v) the most recent United States Internal Revenue Service determination or opinion letter issued with respect to any Company Employee Plan; (vi) all material 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; (viii) all material written agreements and Contracts currently in effect, including (without limitation) administrative service agreements, group annuity contracts, and group insurance contracts; (ix) any current employee manuals or handbooks containing personnel or employee relations policies; and (x) all policies and procedures established to comply with the privacy and security rules of the Acquired Companies Health Insurance Portability and Accountability Act (“HIPPA”). (c) Each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter with respect to such qualified status from the United States Internal Revenue Service or may rely on a favorable opinion letter obtained by a volume submitter or prototype sponsor of such Company Employee Plan. To the Knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualified status of any such Company Employee Plan or the exempt status of any related trust. (d) Each Company 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 Law, including the Code, ERISA, the HIPPA and the Affordable Care Act. The Company is not 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 Company Employee Plans. All contributions required to be made by the Company to any Company 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). (e) The Company has not engaged in, or in connection with the Contemplated Transactions, will engage in, any transaction in violation of Sections 404 or 406 of ERISA or any trade or business (whether or not incorporated“prohibited transaction,” as defined in Section 4975(c)(1) of the Code, for which no exemption exists under common control with any Acquired Company and that, together with any Acquired Company, is treated as a single employer within the meaning of Section 4001 408 of ERISA or Section 414 4975(c)(2) or (d) of the Code (an “ERISA Affiliate”), maintains, sponsors or has an obligation to contribute toCode, and none has not otherwise violated the provisions of Part 4 of Title I, Subtitle B of ERISA. The Company has not knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Company Employee Plan subject to ERISA, and the Acquired Companies Company has at not been assessed any time in the past five years maintained, sponsored or has had an obligation to contribute to any employee pension benefit plan (as defined in civil penalty under Section 3(2502(l) of ERISA. (f) that No suit, administrative proceeding, action or other litigation has been initiated against, or to the Knowledge of the Company, is threatened, against or with respect to any Company Employee Plan or any fiduciary thereof or service provider thereto, including any audit or inquiry by the United States Internal Revenue Service, United States Department of Labor or other Governmental Body. (g) No Company Employee Plan is subject to Title IV or Section 302 of ERISA or Section 412 of the Code, and the Company has never maintained, contributed to or partially or completely withdrawn from, or incurred any obligation or Liability with respect to, any such plan (including, without limitation, as to the result of it being treated as a single employer under Code or Section 414 with any similar pension benefit plan that other person). No Company Employee Plan is a Foreign Benefit Plan“multiemployer plan” (within the meaning of Section 3(37) of ERISA), whether and the Company has never contributed to or not excluded from coverage under specific Titles had an obligation to contribute, or Subtitles incurred any Liability in respect of ERISA or a contribution, to any multiemployer plan. No Company Employee Plan is a “multiple employer plan” (within the meaning of Section 413(c) of 413 the Code), in each case, for the benefit of any current or former employees, consultants or directors of any of the Acquired Companies. None of the Employee Benefit Plans promises retiree medical, disability or life insurance benefits to any current or former employee, consultant or director of any Acquired Company, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable state or local Legal Requirement. (ch) With respect to each No Company Employee Benefit PlanPlan provides for medical, the Company has Made Available to Parent (in each case as in effect on the date welfare, retirement or death benefits beyond termination of this Agreement) an accurateservice or retirement, current and complete copy of: other than (i) each material Employee Benefit Plan (including all material amendments thereto)pursuant to COBRA or an analogous state law requirement, except for (A) offer letters that provide for at-will employment and can be terminated without material cost or liability to the Acquired Companies; (B) consultant agreements that can be terminated without material cost or liability to the Acquired Companies; and (C) Company Option, Company RSU and Company PRSU agreements, in which case only standard forms of such agreements have been Made Available to Parent; provided that, individual agreements materially differing from such forms have also been Made Available to Parent; (ii) the annual report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code, with respect to such Employee Benefit Plan for the three most recent plan years; (iii) in the case of any Foreign Benefit Plan providing for deferred compensation death or retirement benefits, any statutory funding requirement having benefits under a similar purpose, the most recent annual and periodic accounting of such plan’s assets and the most recent actuarial report; (iv) for U.S. Company Employee Benefits Plans, the most recent summary plan description, together with each summary of material modifications, if any, and for material Foreign Benefit Plans, the most recent summary of the plan; (v) for U.S. Employee Benefit Plans, the trust, funding agreement, insurance Contract and other documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof, and, for material Foreign Benefit Plans, the trust, funding agreement, insurance Contract and other material documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (vi) all material correspondence received in the last three years, if any, to or from any Governmental Body relating to such Employee Benefit Plan; (vii) the most recent determination letter (or opinion letter, if applicable) received from the IRS with respect to each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Code; , and (viiithe Company has not made a written or oral representation promising same. Except as provided in Section 2.16(h) all material government of the Company Disclosure Schedule and regulatory approvals received from identified as a self-funded plan, the Company does not sponsor or maintain any foreign Governmental Body with respect self-funded employee welfare benefit plan. No Company Employee Plan is subject to Foreign Benefit Plansany Law of any jurisdiction outside of the United States. (d) Except as would not result in a material liability to the Acquired Companies (taken as a whole): (i) each of the Employee Benefit Plans is and has been established, operated and administered Each Company Option grant was properly accounted for in accordance with its terms and with applicable Legal Requirements, including ERISA and GAAP in the Company Financial Statements. (j) No Company Options are subject to the requirements of Section 409A of the Code; (ii) there are no audits, investigations or Legal Proceedings by any Governmental Body and no other actions, suits or claims pending, or, to the knowledge of the Company, threatened (other than routine claims for benefits) with respect to any Employee Benefit Plan; (iii) each Employee Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to any of the Acquired Companies (other than ordinary administration expenses); (iv) no event has occurred and, to the knowledge of the Company, no condition exists that would subject any Acquired Company, by reason of their affiliation to any ERISA Affiliate, to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Legal Requirements; and (v) no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, has occurred with respect to any Employee Benefit Plan. Each U.S. Company Employee Benefit Plan intended to be qualified that is or contains features of a “nonqualified deferred compensation plan” (as such term is defined under Section 401(a409A(d)(1) of the Code and each trust intended the regulations and guidance thereunder) maintained by or under which makes, is obligated to make or promises to make, payments (each, a “Company 409A Plan”) complies in all material respects, in both form and operation, with the requirements of Section 409A of the Code and the regulations and guidance thereunder. No payment to be qualified made under any Company 409A Plan is, or will be, subject to the penalties of Section 501(a409A(a)(1) of the Code has obtained a favorable determination letter (or opinion letterother Taxes for the Company’s failure to withhold, if applicable) as to its qualified status under the Codereport or remit income, or may rely upon an opinion letter for a prototype or volume submitter plan, and, whether pursuant to the knowledge of Contemplated Transactions or otherwise. There is no Contract or arrangement to which the Company, there has been no event, condition Company is a party or circumstance that has resulted, or would reasonably be expected by which it is bound to result in, disqualification under the Code. (e) Except as would not result in a material liability to the Acquired Companies (taken as a whole), all contributions, premiums or payments required to be made with respect to any Employee Benefit Plan (other than Foreign Benefit Plans) have been made on or before their due dates. (f) Neither the execution, delivery or performance of this Agreement or the consummation of the Merger or compensate any of the other Contemplated Transactions (either alone or in combination with another event, whether contingent or otherwise) will: (i) entitle any its current or former employeeemployees, consultant independent contractors or director of any of the Acquired Companies directors for additional income or excise Taxes paid pursuant to any bonus, severance, change in control Sections 409A or other payment or to any increase therein upon any termination of employment or service; (ii) materially increase the benefits payable or provided to, or result in a forgiveness of indebtedness for, any such employee, consultant or director; (iii) accelerate the vesting, funding or time of payment of any compensation, Company Equity Award or any other benefit; (iv) result in any payments under any Employee Benefit Plan that would not be deductible under Section 280G of the Code); or (v) cause the application of an accelerated or additional tax under Section 409A 4999 of the Code. (gk) Except as would not result The Company is in a material liability to the Acquired Companies compliance with all applicable foreign, federal, state and local laws, rules, regulations, orders, rulings, judgments, decrees or arbitration 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 (taken as a wholeincluding overtime wages), compensation, hours of work, labor relations, leave of absence requirements, occupational health and safety, privacy, harassment, retaliation, immigration and wrongful discharge and in each case, with respect to each Foreign Benefit employees. There are no actions, suits, claims or administrative matters pending, or to the Knowledge of the Company, threatened or reasonably anticipated against the Company relating to any employee, employment agreement, independent contractor, independent contractor agreement or the Company Employee Plan, (i) all employer and employee contributions to each Foreign Benefit Plan required by applicable Legal Requirement or by the terms of such Foreign Benefit Plan have been made, . There are no pending or, if applicable, accrued in accordance with normal accounting practices; (ii) to the fair market value Knowledge of the assets Company, threatened or reasonably anticipated claims or actions against the Company or any trustee of each funded Foreign Benefit Planthe Company under any worker’s compensation policy or long term disability policy. The Company is not a party to a conciliation agreement, the liability of each insurer for any Foreign Benefit Plan funded through insurance consent decree or the book reserve established for any Foreign Benefit Plan, together other agreement or order with any accrued contributionsfederal, is sufficient in all material respects to procure state, or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement local agency or Governmental Body with respect to all current and former participants under such Foreign Benefit Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and no transaction shall cause such assets or insurance obligations to be less than such benefit obligations; (iii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is required; and (iv) has been established, administered and operated in all material respects in accordance with its terms and compliance with all applicable Legal Requirementsemployment practices. (hl) Except as set forth on Section 2.16(l) of the Company Disclosure Schedule, no independent contractor or contractor is eligible to participate in any Company Employee Plan. The Company does not have any material Liability with respect to any misclassification of: (A) any Person as an independent contractor rather than as an employee, (B) any employee leased from another employer, or (C) any employee currently or formerly classified as exempt from overtime wages. The Company has Made Available to Parent not taken any action which would constitute a list “plant closing” or “mass layoff” within the meaning of all the Worker Adjustment and Retraining Notification Act of 1988 (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. No terminations of employees of each of the Acquired Companies as of May 28, 2015, which list correctly reflects, in all material respects, their wage Company prior to the Closing would trigger any notice or salary, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation, commission obligations under the WARN Act or severance arrangements), their dates of employment and their positions, applicable classification, work location by country (similar state or by state, for those located in the U.S.) and current statuslocal law. (im) None of the Acquired Companies No Company employee is a party to any covered by an effective or pending collective bargaining agreement or other Contract with a similar labor organization or works council representing any of its employees agreement, and there are no labor organizations or works councils representinghas never been any threat of, purporting to represent or, to the knowledge of the Company, seeking to represent any employees of any of the Acquired Companies. There is no strike, slowdown, work stoppage, lockout, job action, or other labor dispute pendingunion organizing activity, or to the knowledge of any similar activity or dispute, affecting the Company. No event has occurred, threatenedand no condition or circumstance exists, as that might directly or indirectly be likely to give rise to or provide a basis for the commencement of the date of this Agreementany such strike, or slowdown, work stoppage, lockout, job action, union organizing activity, question concerning representation, by representation or with respect to any of its employees. All of the employees of the Acquired Companies providing services in the United States are “at will” employees and all of the employment contracts of the employees of the Acquired Companies providing services outside the United States are in writing and may be terminated by three months’ notice similar activity or less given at any time without giving rise to any claim for contractual severance pay (other than a statutory redundancy payment or statutory or legally required compensation under any applicable Legal Requirements). The Company has Made Available to Parent or its advisors accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and written particulars of employment relating to the employment of the employees of the Acquired Companies (in each case as in effect on the date of this Agreement)dispute. (jn) Each The Company is not, and has not been, engaged in any unfair labor practice within the meaning of the Acquired Companies: (i) National Labor Relations Act. There is in compliance in all material respects with all applicable no Legal Requirements and any orderProceeding, ruling, decree, judgment 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, including the WARN Act (in the United States) and other applicable Legal Requirements, judgments and awards relating to discrimination, equal employment opportunity, wages and hoursclaim, labor relationsdispute or grievance pending or, leave of absence requirements, and occupational health and safety, wrongful discharge or violation of the personal rights of employees, former employees or prospective employees; (ii) except as would result in a material liability to the Acquired Companies (taken as a whole), has withheld and reported all amounts required by agreement or applicable Legal Requirement to be withheld and reported with respect to wages, salaries and other payments to any Company Associates; (iii) has no material liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) has no material 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 or other benefits or obligations for any current or former employees, consultants or directors (other than routine payments to be made in the normal course of business). (k) Except as would not result in a material liability to the Acquired Companies (taken as a whole), all individuals who are performing consulting or other services for any of the Acquired Companies were classified correctly as “independent contractors,” “contingent workers,” “third party workers” or “employees,” as required by applicable Legal Requirements. (l) Except as would not result in a material liability to the Acquired Companies, taken as whole, as of the date of this Agreement, there are no Legal Proceedings or labor disputes or grievances pending, or to the knowledge Knowledge of the Company, 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 or long term disability policy, harassment, retaliation, immigration, employment statute or regulation, collective bargaining agreement, work council agreement or any other labor union contract, employee privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety or discrimination matters matter involving any former Company Associate, including charges of unfair labor practices or current employees, consultants or directors of any of the Acquired Companies. discrimination complaints. (o) There is no charge Contract or arrangement to which the Company is a party or by which it is bound to compensate any of its current or former employees, independent contractors or directors for additional income or excise Taxes paid pursuant to Sections 409A or 4999 of the Code. (p) Except as noted on Section 2.16(p) of the Company Disclosure Schedule, all individuals employed by the Company are employed at-will and the Company has no employment or other action pending oragreements that contain any severance, to the knowledge of the Companychange in control, threatened before the U.S. Equal Employment Opportunity Commissiongolden parachute, any courttermination pay liabilities, or any advance notice requirements, and all agreements with independent contractors or consultants may be terminated by the Company without penalty or Liability with thirty (30) days or less notice. (q) The Company has paid all wages, bonuses, commissions, severance and other Governmental Body with respect 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 the employment practices of any Acquired Companyits employees and former employees and individuals performing services as independent contractors or consultants, other than charges accrued amounts representing wages, bonuses, or actions, individually commission entitlements due for the current pay period or in for the aggregate, that would not (i) prevent or materially delay consummation reimbursement of the Merger; or (ii) if adversely determined, result in material liability to any Acquired Company. There is no obligation to obtain the consent of any works council or other employee representative body to enter into this Agreement or to consummate the Mergerlegitimate expenses.

Employee and Labor Matters; Benefit Plans. (a) Section 2.15(a)(i3.17(a) of the Nautilus Disclosure Schedule identifies each material Employee Benefit Plan that is not a Foreign Benefit Plan lists all written and describes all non-written employee benefit plans (a “U.S. Employee Benefit Plan”). as defined in Section 2.15(a)(ii3(3) of the Disclosure Schedule separately identifies each material Employee Benefit Plan that is not subject to U.S. Legal Requirements (a “Foreign Benefit Plan”ERISA) and the nonall bonus, equity-U.S. jurisdiction applicable 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 material 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 each Foreign Benefit Plan. any present or former employee or director of Nautilus (b) None of the Acquired Companies or any trade or business (whether or not incorporated) which is a Nautilus Affiliate) or which is maintained by, administered or contributed to by, or required to be contributed to by, Nautilus, or any Nautilus Affiliate, or under common control with which Nautilus or any Acquired Company and thatNautilus Affiliate has incurred or may incur any liability (each, together with any Acquired Company, is treated as a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code (an “ERISA AffiliateNautilus Employee Plan”). (b) With respect to each Nautilus Employee Plan, maintainsNautilus has made available to the Company a true and complete copy of, sponsors or has an obligation to contribute tothe extent applicable, (i) such Nautilus Employee Plan, (ii) the most recent annual report (Form 5500) as filed with the IRS, (iii) each currently effective trust agreement related to such Nautilus Employee Plan, (iv) the most recent summary plan description for each Nautilus Employee Plan for which such description is required, along with all summaries of material modifications, amendments, resolutions in the possession of Nautilus, and none of (v) the Acquired Companies has at any time in the past five years maintained, sponsored most recent IRS determination or has had an obligation to contribute opinion letter or analogous ruling under foreign law issued with respect to any employee pension benefit plan (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA or Section 412 of the Code or any similar pension benefit plan that is a Foreign Benefit Nautilus Employee Plan, whether or not excluded from coverage under specific Titles or Subtitles of ERISA or a “multiple employer plan” (within the meaning of Section 413(c) of the Code), in each case, for the benefit of any current or former employees, consultants or directors of any of the Acquired Companies. None of the Employee Benefit Plans promises retiree medical, disability or life insurance benefits to any current or former employee, consultant or director of any Acquired Company, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable state or local Legal Requirement. (c) With respect to each Each Nautilus Employee Benefit Plan, the Company has Made Available to Parent (in each case as in effect on the date of this Agreement) an accurate, current and complete copy of: (i) each material Employee Benefit Plan (including all material amendments thereto), except for (A) offer letters that provide for at-will employment and can be terminated without material cost or liability to the Acquired Companies; (B) consultant agreements that can be terminated without material cost or liability to the Acquired Companies; and (C) Company Option, Company RSU and Company PRSU agreements, in which case only standard forms of such agreements have been Made Available to Parent; provided that, individual agreements materially differing from such forms have also been Made Available to Parent; (ii) the annual report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code, with respect to such Employee Benefit Plan for the three most recent plan years; (iii) in the case of any Foreign Benefit Plan providing for deferred compensation or retirement benefits, any statutory funding requirement having a similar purpose, the most recent annual and periodic accounting of such plan’s assets and the most recent actuarial report; (iv) for U.S. Employee Benefits Plans, the most recent summary plan description, together with each summary of material modifications, if any, and for material Foreign Benefit Plans, the most recent summary of the plan; (v) for U.S. Employee Benefit Plans, the trust, funding agreement, insurance Contract and other documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof, and, for material Foreign Benefit Plans, the trust, funding agreement, insurance Contract and other material documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (vi) all material correspondence received in the last three years, if any, to or from any Governmental Body relating to such Employee Benefit Plan; (vii) the most recent determination letter (or opinion letter, if applicable) received from the IRS with respect to each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Code; and (viii) all material government and regulatory approvals received from any foreign Governmental Body with respect to Foreign Benefit Plans. (d) Except as would not result in a material liability to the Acquired Companies (taken as a whole): (i) each of the Employee Benefit Plans is and has been established, operated and administered in accordance with its terms and with applicable Legal Requirements, including ERISA and the Code; (ii) there are no audits, investigations or Legal Proceedings by any Governmental Body and no other actions, suits or claims pending, or, to the knowledge of the Company, threatened (other than routine claims for benefits) with respect to any Employee Benefit Plan; (iii) each Employee Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to any of the Acquired Companies (other than ordinary administration expenses); (iv) no event has occurred and, to the knowledge of the Company, no condition exists that would subject any Acquired Company, by reason of their affiliation to any ERISA Affiliate, to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Legal Requirements; and (v) no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, has occurred with respect to any Employee Benefit Plan. Each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Code and each trust intended to be qualified under Section 501(a) of the Code has obtained received a favorable determination letter (or opinion letter, if applicable) as letter with respect to its such qualified status under from the CodeIRS. To the Knowledge of Nautilus, or may rely upon an opinion letter for a prototype or volume submitter plan, and, to the knowledge of the Company, there nothing has been no event, condition or circumstance occurred that has resulted, or would reasonably be expected to result in, disqualification under adversely affect the Codequalified status of any such Nautilus Employee Plan or the exempt status of any related trust. (ed) Except as would not result in a material liability to the Acquired Companies (taken as a whole), all contributions, premiums or payments required to be made with respect to any Each Nautilus Employee Benefit Plan (other than Foreign Benefit Plans) have been made on or before their due dates. (f) Neither the execution, delivery or performance of this Agreement or the consummation of the Merger or any of the other Contemplated Transactions (either alone or in combination with another event, whether contingent or otherwise) will: (i) entitle any current or former employee, consultant or director of any of the Acquired Companies to any bonus, severance, change in control or other payment or to any increase therein upon any termination of employment or service; (ii) materially increase the benefits payable or provided to, or result in a forgiveness of indebtedness for, any such employee, consultant or director; (iii) accelerate the vesting, funding or time of payment of any compensation, Company Equity Award or any other benefit; (iv) result in any payments under any Employee Benefit Plan that would not be deductible under Section 280G of the Code); or (v) cause the application of an accelerated or additional tax under Section 409A of the Code. (g) Except as would not result in a material liability to the Acquired Companies (taken as a whole), with respect to each Foreign Benefit Plan, (i) all employer and employee contributions to each Foreign Benefit Plan required by applicable Legal Requirement or by the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient in all material respects to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such Foreign Benefit Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and no transaction shall cause such assets or insurance obligations to be less than such benefit obligations; (iii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is required; and (iv) has been established, administered and operated in all material respects in accordance with its terms and compliance with all applicable Legal Requirements. (h) The Company has Made Available to Parent a list of all employees of each of the Acquired Companies as of May 28, 2015, which list correctly reflectscompliance, in all material respects, their wage with its terms and, both as to form and operation, with all applicable Law, including the Code and ERISA. (e) No Nautilus Employee Plan is subject to Title IV or salarySection 302 of ERISA or Section 412 of the Code, and neither Nautilus nor any Nautilus 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 Nautilus Employee Plan is a Multiemployer Plan, and neither Nautilus nor any Nautilus 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 Nautilus Employee Plan is a Multiple Employer Plan. (f) Except as set forth in Section 3.17(f) of the Nautilus Disclosure Schedule, no Nautilus Employee Plan provides for medical or death benefits beyond termination of service or retirement, other compensation payable to them than (including compensation payable i) pursuant to bonusCOBRA or an analogous state law requirement or (ii) death or retirement benefits under a Nautilus Employee Plan qualified under Section 401(a) of the Code. Nautilus does not sponsor or maintain any self-funded employee benefit plan. No Nautilus Employee Plan is subject to any law of a foreign jurisdiction outside of the United States. (g) With respect to Nautilus Options granted pursuant to the Nautilus Stock Plans, deferred compensationeach Nautilus Option grant was made in accordance with the terms of the Nautilus Stock Plan pursuant to which it was granted and, commission to the Knowledge of Nautilus, all other applicable Law and regulatory rules or severance arrangementsrequirements. (h) To the Knowledge of Nautilus, no Nautilus Options or other equity-based awards issued or granted by Nautilus are subject to the requirements of Code Section 409A. To the Knowledge of Nautilus, each 409A Plan under which Nautilus makes, is obligated to make or promises to make, payments complies in all material respects, in both form and operation, with the requirements of Code Section 409A and the guidance thereunder. No payment to be made under any 409A Plan is or, to the Knowledge of Nautilus will be, subject to the penalties of Code Section 409A(a)(1), their dates of employment and their positions, applicable classification, work location by country (or by state, for those located in the U.S.) and current status. (i) None of the Acquired Companies is Except as would not reasonably be expected to have a party to 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 representingNautilus Material Adverse Effect, purporting to represent or, to the knowledge of the Company, seeking to represent any employees of any of the Acquired Companies. There is no strike, slowdown, work stoppage, lockout, job action, or other labor dispute pending, or to the knowledge of the Company, threatened, as of the date of this Agreement, or question concerning representation, by or with respect to any of its employees. All of the employees of the Acquired Companies providing services in the United States are “at will” employees and all of the employment contracts of the employees of the Acquired Companies providing services outside the United States are in writing and may be terminated by three months’ notice or less given at any time without giving rise to any claim for contractual severance pay (other than a statutory redundancy payment or statutory or legally required compensation under any applicable Legal Requirements). The Company has Made Available to Parent or its advisors accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and written particulars of employment relating to the employment of the employees of the Acquired Companies (in each case as in effect on the date of this Agreement). (j) Each of the Acquired Companies: (i) Nautilus is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and any orderlocal laws, ruling, decree, judgment or arbitration award of any court, arbitrator or any Governmental Body rules and regulations respecting employment, employment practices, terms and conditions of employment, wagesworker classification, hours or other labor related matterstax withholding, including the WARN Act (in the United States) and other applicable Legal Requirements, judgments and awards relating to prohibited discrimination, equal employment, fair employment opportunitypractices, meal and rest periods, immigration status, employee safety and health, wages and hours(including overtime wages), labor relationscompensation, leave of absence requirementsindemnification, and occupational health hours of work, and safetyin each case, wrongful discharge or violation of the personal rights of with respect to employees, former employees or prospective employees; : (iii) except as would result in a material liability to the Acquired Companies (taken as a whole), has withheld and reported all material amounts required by law or by agreement or applicable Legal Requirement to be withheld and reported with respect to wages, salaries and other payments to any Company Associates; employees, (iiiii) has no material liability is not liable for any arrears of wages wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing; , and (iviii) has no material liability 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 governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for any current or former employees, consultants or directors employees (other than routine payments to be made in the normal course Ordinary Course of businessBusiness). There are no actions, suits, claims or administrative matters pending or, to the Knowledge of Nautilus, threatened or reasonably anticipated against Nautilus relating to any employee, employment agreement or Nautilus Employee Plan (other than routine claims for benefits). Nautilus has no material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wages. Nautilus has not 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. No terminations of employees of Nautilus prior to the Closing would trigger any notice or other obligations under the WARN Act or similar state or local law. (j) There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, job action, union and/or union organizing activity, question concerning representation or any similar activity or dispute, affecting Nautilus. 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. Nautilus is not a party to, bound by, or has a duty to bargain under, any collective bargaining agreement or other Contract with a labor organization representing any of its employees, and there are no labor organizations representing or, to the Knowledge of Nautilus, purporting to represent or seeking to represent any employees of the Nautilus, including, but not limited to, through the filing of a petition for representation election (k) Except as would not result Nautilus is not, nor has Nautilus been, engaged in a material liability 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 Acquired Companies (taken as a whole), all individuals who are performing consulting or other services for any Knowledge of the Acquired Companies were classified correctly as “independent contractors,” “contingent workers,” “third party workers” or “employees,” as required by applicable Legal Requirements. (l) Except as would not result in a material liability to the Acquired Companies, taken as whole, as of the date of this Agreement, there are no Legal Proceedings or labor disputes or grievances pending, or to the knowledge of the CompanyNautilus, threatened or reasonably anticipated relating to any employment contract, privacy right, labor dispute, wages and hours, leave of absence, plant closing notification, employment statute or regulation, collective bargaining agreement, work council agreement or any other labor union contract, employee privacy right, labor dispute, workers’ compensation policy or policy, long-term disability policy, harassment, retaliation, immigration, employment statute or regulation, safety or discrimination matters matter involving any former Nautilus Associate, including charges of unfair labor practices or current employees, consultants or directors of any of the Acquired Companies. discrimination complaints. (l) There is no charge contract, agreement, plan or other action pending or, arrangement to the knowledge which Nautilus or any Nautilus Affiliate is a party or by which it is bound to compensate any of its employees for excise taxes paid pursuant to Section 4999 of the CompanyCode. (m) Nautilus is not a party to any Contract that has resulted or would reasonably be expected to result, threatened before the U.S. Equal Employment Opportunity Commission, any court, or any other Governmental Body with respect to the employment practices of any Acquired Company, other than charges or actions, individually separately or in the aggregate, that would not in the payment of (i) prevent or materially delay consummation any “excess parachute payment” within the meaning of section 280G of the Merger; or Code and (ii) if adversely determined, result in material liability to any Acquired Company. There is no obligation to obtain amount the consent deduction for which would be disallowed under Section 162(m) of any works council or other employee representative body to enter into this Agreement or to consummate the MergerCode.

Employee and Labor Matters; Benefit Plans. (a) The Company has Made Available to Parent the following information with respect to each Company Equity Award outstanding as of March 9, 2009: (i) the particular plan pursuant to which such Company Equity Award was granted, if applicable; (ii) the name of the holder of such Equity Award; (iii) the number of shares of Company Common Stock issuable pursuant to such Company Equity Award; (iv) the date on which such Company Equity Award was granted; (v) if such Company Equity Award is a Company Option, (A) the exercise price of such Company Option, (B) whether such Company Option is intended to qualify as an “incentive stock option” under Section 2.15(a)(i422 of the Code, and (C) whether such Company Option is intended to qualify as an “non-qualified stock option” under Section 422 of the Code; and (vi) the applicable vesting schedule; and (ix) the date on which such Company Equity Award expires (as applicable). The Company has Made Available to Parent accurate and complete copies of all current stock option and equity compensation plans pursuant to which any of the Acquired Corporations has granted any Company Equity Awards or other forms of equity compensation outstanding as of the date of this Agreement, and the current forms of all stock award agreements evidencing such options. (b) Part 3.13(b) of the Disclosure Schedule identifies each contains a complete and accurate list of all material Employee Benefit Plan that is not a Foreign Benefit Plan (a “U.S. Employee Benefit Plan”). Section 2.15(a)(ii) of the Disclosure Schedule separately identifies each material Employee Benefit Plan that is not subject to U.S. Legal Requirements (a “Foreign Benefit Plan”) and the non-U.S. jurisdiction applicable to each Foreign Benefit PlanPlans. (bc) None of the Acquired Companies or any trade or business (whether or not incorporated) under common control with any Acquired Company and that, together with any Acquired Company, is treated as a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”), Corporations maintains, sponsors sponsors, contributes or has an obligation to contribute to, and none of the Acquired Companies has at any time in the past five years maintained, sponsored or has had an obligation to contribute liability with respect to any employee pension benefit plan (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA or Section 412 of the Code ), or any similar pension benefit plan that is a Foreign Benefit Plan, whether or not excluded from coverage under specific Titles or Subtitles of ERISA or a “multiple employer plan” (within the meaning of Section 413(c) of the Code), in each case, for the benefit of any current or former employees, consultants or directors of any of the Acquired Companies. Corporations. (d) None of the Employee Benefit Plans promises retiree medicalAcquired Corporations maintains, disability sponsors, contributes or life insurance benefits has any liability with respect to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) or any similar welfare benefit plan that is a Foreign Plan, for the benefit of any current or former employeeemployees, consultant consultants or director directors of any Acquired Company, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable state or local Legal RequirementAcquired Corporations. (ce) With respect to each Employee Benefit Plan, the Company has Made Available to Parent Parent: (in each case as in effect on the date of this Agreementi) an accurate, current and complete copy of: (i) each material of such Employee Benefit Plan (including all material amendments thereto), except for (A) offer letters that provide for at-will employment and can be terminated without material cost or liability to the Acquired Companies; (B) consultant agreements that can be terminated without material cost or liability to the Acquired Companies; and (C) Company Option, Company RSU and Company PRSU agreements, in which case only standard forms of such agreements have been Made Available to Parent; provided that, individual agreements materially differing from such forms have also been Made Available to Parent; (ii) an accurate and complete copy of the annual report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code, with respect to such Employee Benefit Plan for the three (3) most recent plan years; (iii) in the case an accurate and complete copy of any Foreign Benefit Plan providing for deferred compensation or retirement benefits, any statutory funding requirement having a similar purpose, the most recent annual and periodic accounting of such plan’s assets and the most recent actuarial report; (iv) for U.S. Employee Benefits Plans, the most recent summary plan description, together with each summary of material modifications, if anyrequired under ERISA, and for material Foreign Benefit Plans, the most recent summary of the planwith respect to such Employee Plan; (viv) for U.S. if such Employee Benefit PlansPlan is funded through a trust or any third party funding vehicle, the trust, funding agreement, insurance Contract and other documents establishing any funding arrangement (including all amendments thereto) and an accurate and complete copies copy of the most recent financial statements thereof, and, for material Foreign Benefit Plans, the trust, trust or other funding agreement, insurance Contract and other material documents establishing any funding arrangement agreement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (viv) accurate and complete copies of all material correspondence received in the last three years, if any, to or from any Governmental Body Contracts relating to such Employee Benefit Plan; (vi) all written materials provided to employees relating to such Employee Plan for the most recent plan year; (vii) the most recent determination letter (or opinion letter, if applicable) received from the IRS Internal Revenue Service with respect to each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Code; and (viii) except where the failure to provide has not had or would not constitute a Company Material Adverse Effect, all material government and regulatory approvals received from any foreign Governmental Body with respect to each Employee Plan that is a Foreign Benefit PlansPlan. (df) Except None of the Acquired Corporations has ever maintained, established, sponsored, participated in, contributed to or could be or become subject to liability under any: (i) Employee Plan that is 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) of ERISA; or (iii) plan described in Section 413 of the Code. No 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. The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any 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 or former participants in such Foreign Plan according to the reasonable actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan. (g) None of the Acquired Corporations has any commitment to create any additional Employee Plan, or to modify, change or terminate any existing Employee Plan (other than as would not result previously disclosed to Parent in a material liability writing, to comply with applicable Legal Requirements or as required by this Agreement). (h) No Employee Plan provides or contains any commitment to provide, or has ever contained any commitment to provide (except at no cost to the Acquired Companies (taken Corporations), or reflects or represents any liability of any of the Acquired Corporations to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as a whole): may be required by Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or other Legal Requirements. (i) each Each of the Employee Benefit Plans is and has been established, operated and administered in all material respects in accordance with its terms and with applicable Legal Requirements. The Acquired Corporations have performed all material obligations required to be performed by them under, including ERISA are not in default or violation of, and the Code; Company has no Knowledge of either (i) any default or violation by any other party to or (ii) there any circumstances that exist that are reasonably be expected to result in a default or violation of, the material terms of any Employee Plan. Each Employee Plan intended to be qualified under Section 401(a) of the Code to the Company’s Knowledge, has not experienced an event, condition or circumstance that would reasonably be expected to result in disqualification under the Code (or in the case of a Foreign Plan, the equivalent of disqualification under any applicable foreign Legal Requirement). There are no audits, investigations or Legal Proceedings by any Governmental Body and no other actions, suits or claims pending, or, or to the knowledge of the Company’s Knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Employee Plan or against the assets of any Employee Plan. To the Company’s Knowledge, no breach of fiduciary duty with respect to any Employee Benefit Plan; (iii) Plan under which any of the Acquired Corporations or one its fiduciaries would reasonably be expected to incur a material liability has occurred. To the Company’s Knowledge, each Employee Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to any of the Acquired Companies Corporations (other than ordinary administration expenses); (iv) no event has occurred and. No Employee Plan is under audit, investigation or other Legal Proceeding by the Company, the Internal Revenue Service, Department of Labor, or any other Governmental Body, nor is any such audit, investigation or Legal Proceeding pending or, to the knowledge Company’s Knowledge, anticipated or threatened. All material contributions, premiums and expenses to or in respect of each Employee Plan have been timely paid in full or, to the extent not yet due, have been adequately accrued on the appropriate Acquired Corporation’s financial statements. (j) None of the CompanyAcquired Corporations has incurred or reasonably expects to incur, no condition exists that would subject either directly or indirectly (including as a result of an indemnification obligation), any Acquired Company, by reason of their affiliation to material liability in connection with any ERISA Affiliate, to excise tax under any tax, fine, lien, penalty or other joint and several liability imposed by ERISA, the Code or other applicable Legal Requirements; and (v) no non-exempt “prohibited transaction,” within the meaning of Section 4975 provisions of the Code or Sections 406 and 407 any foreign Legal Requirement relating to employee benefit plans (including Section 4096, 406, 407, 409, 502(i), 502(l), 4069 or 4212(c) of ERISA, has occurred with respect to any Employee Benefit Plan. Each U.S. Employee Benefit Plan intended to be qualified under or Section 401(a) 4971, 4975 or 4976 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, or may rely upon an opinion letter for a prototype or volume submitter plan, and, to the knowledge of the Company, there has been no event, condition or circumstance that has resulted, or would reasonably be expected to result in, disqualification under the Code). (e) Except as would not result in a material liability to the Acquired Companies (taken as a whole), all contributions, premiums or payments required to be made with respect to any Employee Benefit Plan (other than Foreign Benefit Plans) have been made on or before their due dates. (fk) Neither the execution, delivery or performance of this Agreement or Agreement, nor the purchase of shares pursuant to the Offer, nor the consummation of the Merger or any of the other Contemplated Transactions (either alone or in combination with another event, whether contingent or otherwise) will: ), would reasonably be expected to (i) entitle result in any bonus, severance or other payment or obligation to any current or former employee, consultant or director of any of the Acquired Companies to Corporations (whether or not under any bonus, severance, change in control or other payment or to any increase therein upon any termination of employment or serviceEmployee Plan); (ii) materially increase the benefits payable or provided to, or result in a forgiveness of indebtedness for, any such employee, consultant or director; (iii) accelerate the vesting, funding or time of payment of any compensation, Company Equity Award equity award or any other similar benefit; (iv) result in any payments under any Employee Benefit Plan that would not be deductible “parachute payment” under Section 280G of the Code); or (v) cause any compensation to fail to be deductible under Section 162(m) of the application Code or any other provision of an accelerated the Code or additional tax under any similar foreign Legal Requirement. (l) Each plan, program, contract or arrangement to which any Acquired Corporation a party, or to which any Acquired Corporation is subject, that provides for the payment of deferred compensation subject to Section 409A of the Code complies with Section 409A of the Code as to form and has been operated in good faith compliance with the applicable requirements of Section 409A of the Code. (g) , the final and proposed Treasury Regulations issued thereunder and all other applicable Internal Revenue Service guidance provided thereunder. Except as would not result in a set forth on Part 3.13(l) of the Disclosure Schedule, none of the Acquired Corporations has entered into any agreement or arrangement to, or otherwise has any obligation to, indemnify or hold harmless any individual for any liability that results from the failure to comply with the requirements of Section 409A of the Code or comparable provision of any other applicable Legal Requirements, and none of the Acquired Corporations has any material liability for non-reporting or underreporting of income subject to the Acquired Companies (taken as a whole), with respect to each Foreign Benefit Plan, (i) all employer and employee contributions to each Foreign Benefit Plan required by applicable Legal Requirement or by the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practices; (ii) the fair market value Section 409A of the assets Code or comparable provision of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient in all material respects to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such Foreign Benefit Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and no transaction shall cause such assets or insurance obligations to be less than such benefit obligations; (iii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is required; and (iv) has been established, administered and operated in all material respects in accordance with its terms and compliance with all other applicable Legal Requirements. (hm) With respect to each Employee Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid as of the date of this Agreement under such insurance policy or fund have been paid and there is no material liability of any the Acquired Corporations under any such insurance policy, fund or ancillary agreement with respect to such insurance policy in the nature of a retroactive rate adjustment, loss sharing arrangement or other actual or contingent material liability arising wholly or partially out of events occurring prior to the date of this Agreement. (n) The Company has Made Available to Parent a list of all employees of each of the Acquired Companies Corporations as of May 28, 2015the date of this Agreement, which list correctly reflects, in all material respects, their wage or salary, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation, commission or individual severance arrangements), their dates of employment and their positions, applicable classification, work location by country (or by state, for those located in the U.S.) and current status. (i) None of the Acquired Companies is a party to 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 Company, seeking to represent any employees of any of the Acquired Companies. There is no strike, slowdown, work stoppage, lockout, job action, or other labor dispute pending, or to the knowledge of the Company, threatened, as of the date of this Agreement, or question concerning representation, by or with respect to any of its employees. All of the employees of the Acquired Companies providing services in the United States are “at will” employees and all of the employment contracts of the employees of the Acquired Companies providing services outside the United States are in writing and may be terminated by three months’ notice or less given at any time without giving rise to any claim for contractual severance pay (other than a statutory redundancy payment or statutory or legally required compensation under any applicable Legal Requirements). The Company has Made Available to Parent or its advisors accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and written particulars of employment relating to the employment of the employees of the Acquired Companies (in each case as in effect on the date of this Agreement). (jo) Each of the Acquired CompaniesCorporations: (i) is in material compliance in all material respects with all applicable Legal Requirements with respect to its employees and any order, ruling, decree, judgment or arbitration award of any court, arbitrator or any Governmental Body respecting employment, its employment practices, terms ; and conditions of employment, wages, hours or other labor related matters, including the WARN Act (in the United States) and other applicable Legal Requirements, judgments and awards relating to discrimination, equal employment opportunity, wages and hours, labor relations, leave of absence requirements, and occupational health and safety, wrongful discharge or violation of the personal rights of employees, former employees or prospective employees; (ii) except as would result in a has withheld, reported and paid all material liability to the Acquired Companies (taken as a whole), has withheld and reported all amounts required by agreement or applicable Legal Requirement Requirements or by Contract to be withheld withheld, reported and reported paid with respect to wages, salaries and other payments to any Company Associates; (iii) has no material liability for any arrears of wages former or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) has no material 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 or other benefits or obligations for any current or former employees, consultants or directors (other than routine payments to be made in the normal course of business). (kp) Except as would not result in constitute a material liability to the Acquired Companies (taken as a whole)Company Material Adverse Effect, all individuals who are performing consulting or other services for any each of the Acquired Companies were classified correctly as “Corporations: (i) is in material compliance with all applicable Legal Requirements with respect to its independent contractors,” “contingent workers,” “third party workers” or “employees,” as ; and (ii) has withheld, reported and paid all material amounts required by applicable Legal RequirementsRequirements or by Contract to be withheld, reported and paid with respect to any former or current consultants or directors. (lq) Except as would not result in constitute a material liability Company Material Adverse Effect, there is no (i) pending or, to the Acquired Companies, taken as whole, as of the date of this Agreement, there are no Legal Proceedings or labor disputes or grievances pending, or to the knowledge Knowledge of the Company, threatened Legal Proceeding by any current or reasonably anticipated relating to former employee of any employment contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, collective bargaining agreement, work council agreement or any other labor union contract, employee privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety or discrimination matters involving any former or current employees, consultants or directors of Acquired Corporation against any of the Acquired Companies. There is no charge Corporations, (ii) unsatisfied judgment or other action award against any of the Acquired Corporations, or (iii) pending or, to the knowledge Knowledge of the Company, threatened before the U.S. Equal Employment Opportunity Commission, audit by any court, or any other Governmental Body with respect related to the employment practices of any Acquired Company, other than charges or actions, individually or in the aggregate, that would not (i) prevent or materially delay consummation of the Merger; or (ii) if adversely determined, result in material liability to any Acquired Company. There is no obligation to obtain the consent of any works council or other employee representative body to enter into this Agreement or to consummate the MergerCorporations’ employment practices.

Employee and Labor Matters; Benefit Plans. (a) Section 2.15(a)(i2.14(a) of the Arcturus Disclosure Schedule identifies each material Employee Benefit Plan that is not a Foreign Benefit Plan lists, as of the date of this Agreement, all written and describes all non-written employee benefit plans (a “U.S. Employee Benefit Plan”). as defined in Section 2.15(a)(ii3(3) of the Disclosure Schedule separately identifies each material 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 Arcturus or any Arcturus Affiliate, or which is maintained by, administered or contributed to by, or required to be contributed to by, Arcturus or any Arcturus Affiliate, or under which Arcturus or any Arcturus Affiliate has any current or may incur any future Liability (each, an “Arcturus Employee Benefit Plan that is not subject to U.S. Legal Requirements (a “Foreign Benefit Plan”) and the (other than offer letters with non-U.S. jurisdiction applicable officer employees which are materially consistent with forms delivered or made available by the Arcturus prior to each Foreign Benefit Planthe execution of this Agreement; equity grant notices, and related documentation, with respect to the employees of Arcturus; and agreements with consultants entered into in the Ordinary Course of Business and which are materially consistent with forms delivered or made available by Arcturus prior to the execution of this Agreement). (b) None of the Acquired Companies or any trade or business (whether or not incorporated) under common control with any Acquired Company and that, together with any Acquired Company, is treated as a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”), maintains, sponsors or has an obligation to contribute to, and none of the Acquired Companies has at any time in the past five years maintained, sponsored or has had an obligation to contribute to any employee pension benefit plan (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA or Section 412 of the Code or any similar pension benefit plan that is a Foreign Benefit Plan, whether or not excluded from coverage under specific Titles or Subtitles of ERISA or a “multiple employer plan” (within the meaning of Section 413(c) of the Code), in each case, for the benefit of any current or former employees, consultants or directors of any of the Acquired Companies. None of the Employee Benefit Plans promises retiree medical, disability or life insurance benefits to any current or former employee, consultant or director of any Acquired Company, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable state or local Legal Requirement. (c) With respect to each Arcturus Employee Benefit Plan, the Company Arcturus has Made Available made available to Parent (in each case as in effect on the date of this Agreement) an accurate, current Alcobra a true and complete copy of, to the extent applicable: (i) each material such Arcturus Employee Benefit Plan (including all material any amendments thereto), except for (A) offer letters that provide for at-will employment and can be terminated without material cost or liability to the Acquired Companies; (B) consultant agreements that can be terminated without material cost or liability to the Acquired Companies; and (C) Company Option, Company RSU and Company PRSU agreements, in which case only standard forms of such agreements have been Made Available to Parent; provided that, individual agreements materially differing from such forms have also been Made Available to Parent; (ii) the three (3) most recent annual report reports (Form Series 5500 and all schedules and 5500) as filed with the United States Department of Labor, including any financial statements attached thereto), if any, required under ERISA or the Code, with respect to such Employee Benefit Plan for the three most recent plan yearsand actuarial reports; (iii) in the case of any Foreign Benefit Plan providing for deferred compensation or retirement benefits, any statutory funding requirement having a similar purpose, the most recent annual and periodic accounting of each currently effective trust agreement related to such plan’s assets and the most recent actuarial reportArcturus Employee Plan; (iv) for U.S. Employee Benefits Plans, the most recent summary plan description, together with each any summary of material modifications, if any, and prospectus or other summary for material Foreign Benefit Plans, the most recent summary of the planeach Arcturus Employee Plan; (v) for U.S. Employee Benefit Plans, the trust, funding agreement, insurance Contract and other documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof, and, for material Foreign Benefit Plans, the trust, funding agreement, insurance Contract and other material documents establishing United States Internal Revenue Service determination or opinion letter or analogous ruling under foreign law issued with respect to any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereofArcturus Employee Plan; (vi) all material notices, letters or other correspondence received in the last three years, if any, to or from any Governmental Body relating to such Employee Benefit Planor agency thereof within the last three (3) years; (vii) all non-discrimination and compliance tests for the most recent determination letter three (or opinion letter, if applicable3) received from the IRS with respect to each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Codeplan years; and (viii) all material government written agreements and regulatory approvals received from any foreign Governmental Body with respect to Foreign Benefit PlansContracts currently in effect, including (without limitation) administrative service agreements, group annuity contracts, and group insurance contracts. (dc) Except as would not result in a material liability to the Acquired Companies (taken as a whole): (i) each of the Each Arcturus Employee Benefit Plans Plan that is and has been established, operated and administered in accordance with its terms and with applicable Legal Requirements, including ERISA and the Code; (ii) there are no audits, investigations or Legal Proceedings by any Governmental Body and no other actions, suits or claims pending, or, to the knowledge of the Company, threatened (other than routine claims for benefits) with respect to any Employee Benefit Plan; (iii) each Employee Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to any of the Acquired Companies (other than ordinary administration expenses); (iv) no event has occurred and, to the knowledge of the Company, no condition exists that would subject any Acquired Company, by reason of their affiliation to any ERISA Affiliate, to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Legal Requirements; and (v) no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, has occurred with respect to any Employee Benefit Plan. Each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Code and each trust intended to be qualified under Section 501(a) of the Code has obtained received a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code, or may rely upon an on a favorable opinion letter for a prototype or volume submitter planwith respect to such qualified status from the United States Internal Revenue Service. To the Knowledge of Arcturus, and, to the knowledge of the Company, there nothing has been no event, condition or circumstance occurred that has resulted, or would reasonably be expected to result in, disqualification under adversely affect the Codequalified status of any such Arcturus Employee Plan or the exempt status of any related trust. (ed) Except Each Arcturus Employee Plan has been operated and maintained in compliance, in all material respects, with its terms and, both as would not result in a material liability to form and operations, with all applicable Legal Requirements, including the Acquired Companies (taken as a whole), all contributions, premiums Code and ERISA. Neither Arcturus nor any Arcturus Affiliate is subject to any Liability or payments penalty under Sections 4976 through 4980 of the Code or Title I of ERISA with respect to any of the Arcturus Employee Plans. All contributions required to be made with respect by Arcturus or any Arcturus Affiliate to any Arcturus Employee Benefit Plan (other than Foreign Benefit Plans) have been made on or before their due datesdates (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). (e) Neither Arcturus nor any Arcturus 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 Arcturus, nor any Arcturus Affiliate has knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Arcturus Employee Plan subject to ERISA, and neither Arcturus nor any Arcturus Affiliate has been assessed any civil penalty under Section 502(l) of ERISA. (f) Neither No suit, administrative proceeding, action or other litigation has been initiated against, or to the executionKnowledge of Arcturus, delivery is threatened, against or performance with respect to any Arcturus Employee Plan, including any audit or inquiry by the United States Internal Revenue Service, United States Department of this Agreement Labor or the consummation other Governmental Body. (g) No Arcturus Employee Plan is subject to Title IV or Section 302 of ERISA or Section 412 of the Merger Code, and neither Arcturus nor any Arcturus 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 Arcturus Employee Plan is a Multiemployer Plan, and neither Arcturus nor any Arcturus Affiliate has ever contributed to or had an obligation to contribute, or incurred any Liability in respect of the a contribution, to any Multiemployer Plan. No Arcturus Employee Plan is a Multiple Employer Plan. (h) No Arcturus Employee Plan provides for medical, welfare, retirement or death benefits beyond termination of service or retirement, other Contemplated Transactions (either alone or in combination with another event, whether contingent or otherwise) will: than (i) entitle any current pursuant to COBRA or former employee, consultant an analogous state law requirement or director of any of the Acquired Companies to any bonus, severance, change in control or other payment or to any increase therein upon any termination of employment or service; (ii) materially increase the death or retirement benefits payable or provided to, or result in a forgiveness of indebtedness for, any such employee, consultant or director; (iii) accelerate the vesting, funding or time of payment of any compensation, Company Equity Award or any other benefit; (iv) result in any payments under any an Arcturus Employee Benefit Plan that would not be deductible qualified under Section 280G 401(a) of the Code); . Except as provided in Section 2.14(a) of the Arcturus Disclosure Schedule and identified as a self-funded plan, neither Arcturus nor any Arcturus Affiliate sponsors or maintains any self-funded employee welfare benefit plan. No Arcturus Employee Plan is subject to any Legal Requirement of any jurisdiction outside of the United States. (vi) cause To the application Knowledge of an accelerated Arcturus, no payment pursuant to any Arcturus Employee Plan or additional tax other arrangement to any “service provider” (as such term is defined in Section 409A of the Code and the regulations and guidance thereunder) from Arcturus, including the grant, vesting or exercise of any stock option, would subject any Person to Tax pursuant to Section 409A of the Code, whether pursuant to the Contemplated Transactions or otherwise. (j) Each Arcturus Option grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of Arcturus. (k) No Arcturus Options are subject to the requirements of Section 409A of the Code. Each “nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of the Code and the regulations and guidance thereunder) maintained by or under which makes, is obligated to make or promises to make, payments (each, an “Arcturus 409A Plan”) complies in all material respects, in both form and operation, with the requirements of Section 409A of the Code and the regulations and guidance thereunder. No payment to be made under any Arcturus 409A Plan is, or to the Knowledge of Arcturus will be, subject to the penalties of Section 409A(a)(1) of the Code. (gl) Except as would not result Arcturus is in a material liability to the Acquired Companies (taken as a whole), with respect to each Foreign Benefit Plan, (i) all employer and employee contributions to each Foreign Benefit Plan required by applicable Legal Requirement or by the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient in all material respects to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such Foreign Benefit Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and no transaction shall cause such assets or insurance obligations to be less than such benefit obligations; (iii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is required; and (iv) has been established, administered and operated in all material respects in accordance with its terms and compliance with all applicable Legal Requirements. (h) The Company has Made Available to Parent a list of all employees of each of the Acquired Companies as of May 28foreign, 2015federal, which list correctly reflectsstate and local laws, in all material respectsrules, their wage or salaryregulations, any other compensation payable to them (including compensation payable pursuant to bonusorders, deferred compensationrulings, commission or severance arrangements)judgments, their dates of employment and their positions, applicable classification, work location by country (or by state, for those located in the U.S.) and current status. (i) None of the Acquired Companies is a party to 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 Company, seeking to represent any employees of any of the Acquired Companies. There is no strike, slowdown, work stoppage, lockout, job action, or other labor dispute pending, or to the knowledge of the Company, threatened, as of the date of this Agreement, or question concerning representation, by or with respect to any of its employees. All of the employees of the Acquired Companies providing services in the United States are “at will” employees and all of the employment contracts of the employees of the Acquired Companies providing services outside the United States are in writing and may be terminated by three months’ notice or less given at any time without giving rise to any claim for contractual severance pay (other than a statutory redundancy payment or statutory or legally required compensation under any applicable Legal Requirements). The Company has Made Available to Parent or its advisors accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and written particulars of employment relating to the employment of the employees of the Acquired Companies (in each case as in effect on the date of this Agreement). (j) Each of the Acquired Companies: (i) is in compliance in all material respects with all applicable Legal Requirements and any order, ruling, decree, judgment decrees or arbitration award of any court, arbitrator or any Governmental Body awards respecting employment, employment practices, terms and conditions of employment, wagesworker classification, hours or other labor related matterstax withholding, including the WARN Act (in the United States) and other applicable Legal Requirements, judgments and awards relating to prohibited discrimination, equal employment, fair employment opportunitypractices, meal and rest periods, immigration status, employee safety and health, wages and hours(including overtime wages), compensation, hours of work, labor relations, leave of absence requirements, and occupational health and safety, privacy, harassment, retaliation, immigration and wrongful discharge or violation of the personal rights of and in each case, with respect to employees, former employees or prospective employees; : (iii) except as would result in a material liability to the Acquired Companies (taken as a whole), has withheld and reported all amounts required by law or by agreement or applicable Legal Requirement to be withheld and reported with respect to wages, salaries and other payments to any Company Associates; employees, (iiiii) has no material liability is not liable for any arrears of wages wages, severance pay or any Taxes or any penalty of any material amount for failure to comply with any of the foregoing; , and (iviii) has no material liability 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 or other benefits or obligations for any current or former employees, consultants or directors employees (other than routine payments to be made in the normal course of businessbusiness and consistent with past practice). (k) Except as would not result in a material liability to the Acquired Companies (taken as a whole), all individuals who are performing consulting or other services for any of the Acquired Companies were classified correctly as “independent contractors,” “contingent workers,” “third party workers” or “employees,” as required by applicable Legal Requirements. (l) Except as would not result in a material liability to the Acquired Companies, taken as whole, as of the date of this Agreement, there . There are no Legal Proceedings actions, suits, claims or labor disputes or grievances administrative matters pending, or to the knowledge Knowledge of Arcturus, threatened or reasonably anticipated against Arcturus relating to any employee, employment agreement, independent contractor, independent contractor agreement or Arcturus Employee Plan. There are no pending or, to the Knowledge of Arcturus, threatened or reasonably anticipated claims or actions against Arcturus or any trustee of Arcturus under any worker’s compensation policy or long term disability policy. Arcturus 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. Arcturus has good labor relations. (m) No current or former consultant or independent contractor of Arcturus would reasonably be deemed to be a misclassified employee. Except as set forth on Section 3.14(m) of the CompanyArcturus Disclosure Schedule, no independent contractor or contractor is eligible to participate in any Arcturus Employee Plan. Arcturus does not have any material Liability with respect to any misclassification of: (A) any Person as an independent contractor rather than as an employee, (B) any employee leased from another employer, or (C) any employee currently or formerly classified as exempt from overtime wages. Arcturus has not 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. No terminations of employees of Arcturus prior to the Closing would trigger any notice or other obligations under the WARN Act or similar state or local law. (n) No Arcturus employee is covered by an effective or 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 Arcturus. 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) Arcturus 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 Knowledge of Arcturus, 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 or long term disability policy, harassment, retaliation, immigration, employment statute or regulation, collective bargaining agreementsafety or discrimination matter involving any Arcturus Associate, work council agreement including charges of unfair labor practices or discrimination complaints. (p) There is no Contract or arrangement to which Arcturus or any Arcturus Affiliate is a party or by which it is bound to compensate any of its current or former employees, independent contractors or directors for additional income or excise Taxes paid pursuant to Sections 409A or 4999 of the Code. (q) Except as set forth in Section 2.14(r) of the Arcturus 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 labor union contractevent in connection therewith or subsequent thereto will, employee privacy rightindividually or together or with the occurrence of some other event, labor dispute(i) result in any payment (including severance, workers’ compensation policy golden parachute, bonus or long-term disability policyotherwise) becoming due to any employee, safety independent contractor or discrimination matters involving director of Arcturus, (ii) materially increase or otherwise enhance any former benefits otherwise payable by Arcturus, (iii) result in the acceleration of the time of payment or current employees, consultants or directors vesting of any such benefits, except as required under Section 411(d)(3) of the Acquired Companies. There is Code, (iv) increase the amount of compensation due to any Person by Arcturus or (v) result in the forgiveness in whole or in part of any outstanding loans made by Arcturus to any Person. (r) Except as noted on Section 2.14(s) of the Arcturus Disclosure Schedule, all individuals employed by Arcturus are employed at-will and Arcturus has no charge employment or other action pending oragreements that contain any severance, to the knowledge of the Companychange in control, threatened before the U.S. Equal Employment Opportunity Commission, any courttermination pay liabilities, or any advance notice requirements, and all agreements with independent contractors or consultants may be terminated by Arcturus without penalty or Liability with thirty (30) days or less notice. (s) Arcturus has paid all wages, bonuses, commissions, severance and other Governmental Body with respect 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 the employment practices of any Acquired Companyits employees and former employees and individuals performing services as independent contractors or consultants, other than charges accrued amounts representing wages, bonuses, or actions, individually commission entitlements due for the current pay period or in for the aggregate, that would not (i) prevent or materially delay consummation reimbursement of the Merger; or (ii) if adversely determined, result in material liability to any Acquired Company. There is no obligation to obtain the consent of any works council or other employee representative body to enter into this Agreement or to consummate the Mergerlegitimate expenses.

Employee and Labor Matters; Benefit Plans. (a) Section 2.15(a)(iPart 2.13(a) of the Company Disclosure Schedule identifies each material Employee Benefit Plan that is not a Foreign Benefit Plan lists (a “U.S. Employee Benefit Plan”). Section 2.15(a)(ii) of the Disclosure Schedule separately identifies each material Employee Benefit Plan that is not subject to U.S. Legal Requirements (a “Foreign Benefit Plan”) and the non-U.S. jurisdiction applicable to each Foreign Benefit Plan. (b) None of the Acquired Companies or any trade or business (whether or not incorporated) under common control with any Acquired Company and that, together with any Acquired Companyan indication of funding status—e.g., is treated as a single employer within the meaning of Section 4001 of ERISA trust, insured, or Section 414 of the Code (an “ERISA Affiliate”), maintains, sponsors or has an obligation to contribute to, general company assets) all current and none of the Acquired Companies has at any time in the past five years maintained, sponsored or has had an obligation to contribute to any former domestic and foreign employee pension benefit plan plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), all employee welfare benefit plans (as defined in Section 3(1) of ERISA), and all other bonus, stock option, stock purchase, equity or phantom equity, incentive, deferred compensation, supplemental retirement, severance, perquisites, fringe benefits and other similar benefit plans, programs or arrangements (including a specific identification of those which contain change of control provisions or pending change of control provisions), and any employment, independent contractor, consultant, officer, or director, executive compensation or severance agreements (including a specific identification of those which contain change of control provisions or pending change of control provisions), written or otherwise, as amended, modified or supplemented maintained by the Company or any of the Acquired Corporations or other ERISA Affiliate, or to which the Company or any of the Acquired Corporations contributes (or has any obligation to contribute), has any liability or is a party (collectively, the “Company Employee Plans”). The term “Company Employee Plan” shall, for purposes of this Agreement, include each predecessor plan, which means any plan, program, policy, practice, arrangement or system as otherwise described in this Section 2.13(a) but that was maintained, contributed to or resulted in liability to any predecessor employer of the Acquired Corporations during the five- year period immediately proceeding the Closing. For purposes hereof, “predecessor employer” shall mean any employer, entity, or business operation acquired by the Acquired Corporations in any type of acquisition (including, but not limited to, mergers, stock acquisitions, and asset acquisitions). The Company has made available to Parent, in a reasonable time, place and manner, copies of (i) each such Company Employee Plan (or a written description of any Company Employee Plan that is not written) and all related trust agreements, insurance and other contracts (including policies), summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to plan participants, (ii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA or Section 412 ERISA, (iv) the latest reports which have been filed with the U.S. Department of the Code or any similar pension benefit plan that is a Foreign Benefit Plan, whether or not excluded from coverage under specific Titles or Subtitles of ERISA or a “multiple employer plan” (within the meaning of Section 413(c) of the Code), in each case, for the benefit of any current or former employees, consultants or directors of any of the Acquired Companies. None of the Employee Benefit Plans promises retiree medical, disability or life insurance benefits to any current or former employee, consultant or director of any Acquired Company, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable state or local Legal Requirement. (c) With Labor with respect to each Company Employee Benefit PlanPlan required to make such filing, the Company has Made Available to Parent (in each case as in effect on the date of this Agreement) an accurate, current and complete copy of: (i) each material Employee Benefit Plan (including all material amendments thereto), except for (A) offer letters that provide for at-will employment and can be terminated without material cost or liability to the Acquired Companies; (B) consultant agreements that can be terminated without material cost or liability to the Acquired Companies; and (C) Company Option, Company RSU and Company PRSU agreements, in which case only standard forms of such agreements have been Made Available to Parent; provided that, individual agreements materially differing from such forms have also been Made Available to Parent; (ii) the annual report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code, with respect to such Employee Benefit Plan for the three most recent plan years; (iii) in the case of any Foreign Benefit Plan providing for deferred compensation or retirement benefits, any statutory funding requirement having a similar purpose, the most recent annual and periodic accounting of such plan’s assets and the most recent actuarial report; (iv) for U.S. Employee Benefits Plans, the most recent summary plan description, together with each summary of material modifications, if any, and for material Foreign Benefit Plans, the most recent summary of the plan; (v) for U.S. Employee Benefit Plans, the trust, funding agreement, insurance Contract and other documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof, and, for material Foreign Benefit Plans, the trust, funding agreement, insurance Contract and other material documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (vi) all material correspondence received in the last three years, if any, to or from any Governmental Body relating to such Employee Benefit Plan; (vii) the most recent favorable determination letter (or opinion letter, if applicable) received from the IRS with respect to letters issued for each U.S. Company Employee Benefit Plan intended to be qualified under Section 401(a) of the Code; and (viii) all material government and regulatory approvals received from any foreign Governmental Body with respect to Foreign Benefit Plans. (d) Except as would not result in a material liability to the Acquired Companies (taken as a whole): (i) each of the Employee Benefit Plans that is and has been established, operated and administered in accordance with its terms and with applicable Legal Requirements, including ERISA and the Code; (ii) there are no audits, investigations or Legal Proceedings by any Governmental Body and no other actions, suits or claims pending, or, to the knowledge of the Company, threatened (other than routine claims for benefits) with respect to any Employee Benefit Plan; (iii) each Employee Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to any of the Acquired Companies (other than ordinary administration expenses); (iv) no event has occurred and, to the knowledge of the Company, no condition exists that would subject any Acquired Company, by reason of their affiliation to any ERISA Affiliate, to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Legal Requirements; and (v) no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, has occurred with respect to any Employee Benefit Plan. Each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Code (and, if an application for such determination is pending, a copy of the application for such determination) and each trust intended to be qualified under Section 501(arelated trust, (vi) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code, or may rely upon an opinion letter for a prototype or volume submitter plan, and, to the knowledge of the Company, there has been no event, condition or circumstance that has resulted, or would reasonably be expected to result in, disqualification under the Code. (e) Except as would not result in a material liability to the Acquired Companies (taken as a whole), all contributions, premiums or payments required to be made with respect to any Employee Benefit Plan (financial and other than Foreign Benefit Plans) have been made on or before their due dates. (f) Neither the execution, delivery or performance of this Agreement or the consummation of the Merger or any of the other Contemplated Transactions (either alone or in combination with another event, whether contingent or otherwise) will: (i) entitle any information regarding current or former employee, consultant or director of any of the Acquired Companies to any bonus, severance, change in control or other payment or to any increase therein upon any termination of employment or service; (ii) materially increase the benefits payable or provided to, or result in a forgiveness of indebtedness for, any such employee, consultant or director; (iii) accelerate the vesting, funding or time of payment of any compensation, Company Equity Award or any other benefit; (iv) result in any payments under any Employee Benefit Plan that would not be deductible under Section 280G of the Code); or (v) cause the application of an accelerated or additional tax under Section 409A of the Code. (g) Except as would not result in a material liability to the Acquired Companies (taken as a whole), and projected liabilities with respect to each Foreign Benefit Plan, (i) all employer and employee contributions to each Foreign Benefit Company Employee Plan required by applicable Legal Requirement or by for which the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued filings described in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Benefit Plan), the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient in all material respects to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such Foreign Benefit Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and no transaction shall cause such assets or insurance obligations to be less than such benefit obligations; (iii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is required; and or (iv) has been established, administered and operated in all material respects in accordance with its terms and compliance with all applicable Legal Requirements. (h) The Company has Made Available to Parent a list of all employees of each of the Acquired Companies as of May 28, 2015, which list correctly reflects, in all material respects, their wage or salary, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation, commission or severance arrangements), their dates of employment and their positions, applicable classification, work location by country (or by state, for those located in the U.S.) and current status. (i) None of the Acquired Companies is a party to any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there above are no labor organizations or works councils representing, purporting to represent or, to the knowledge of the Company, seeking to represent any employees of any of the Acquired Companies. There is no strike, slowdown, work stoppage, lockout, job action, or other labor dispute pending, or to the knowledge of the Company, threatened, as of the date of this Agreement, or question concerning representation, by or with respect to any of its employees. All of the employees of the Acquired Companies providing services in the United States are “at will” employees and all of the employment contracts of the employees of the Acquired Companies providing services outside the United States are in writing and may be terminated by three months’ notice or less given at any time without giving rise to any claim for contractual severance pay (other than a statutory redundancy payment or statutory or legally not required compensation under any applicable Legal Requirements). The Company has Made Available to Parent or its advisors accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and written particulars of employment relating to the employment of the employees of the Acquired Companies (in each case as in effect on the date of this Agreement). (j) Each of the Acquired Companies: (i) is in compliance in all material respects with all applicable Legal Requirements and any order, ruling, decree, judgment 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, including the WARN Act (in the United States) and other applicable Legal Requirements, judgments and awards relating to discrimination, equal employment opportunity, wages and hours, labor relations, leave of absence requirementsERISA, and occupational health and safety(vii) all other governmental agreements, wrongful discharge or violation of filings, rulings, determinations, opinions for the personal rights of employees, former employees or prospective employees; (ii) except as would result in a material liability to the Acquired Companies (taken as a whole), has withheld and reported all amounts required by agreement or applicable Legal Requirement to be withheld and reported with respect to wages, salaries and other payments to any Company Associates; (iii) has no material liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) has no material 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 or other benefits or obligations for any current or former employees, consultants or directors (other than routine payments to be made in the normal course of business)past three years. (k) Except as would not result in a material liability to the Acquired Companies (taken as a whole), all individuals who are performing consulting or other services for any of the Acquired Companies were classified correctly as “independent contractors,” “contingent workers,” “third party workers” or “employees,” as required by applicable Legal Requirements. (l) Except as would not result in a material liability to the Acquired Companies, taken as whole, as of the date of this Agreement, there are no Legal Proceedings or labor disputes or grievances pending, or to the knowledge of the Company, threatened or reasonably anticipated relating to any employment contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, collective bargaining agreement, work council agreement or any other labor union contract, employee privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety or discrimination matters involving any former or current employees, consultants or directors of any of the Acquired Companies. There is no charge or other action pending or, to the knowledge of the Company, threatened before the U.S. Equal Employment Opportunity Commission, any court, or any other Governmental Body with respect to the employment practices of any Acquired Company, other than charges or actions, individually or in the aggregate, that would not (i) prevent or materially delay consummation of the Merger; or (ii) if adversely determined, result in material liability to any Acquired Company. There is no obligation to obtain the consent of any works council or other employee representative body to enter into this Agreement or to consummate the Merger.

Employee and Labor Matters; Benefit Plans. (a) Section 2.15(a)(i) The employment of the Disclosure Schedule identifies each material Employee Benefit Plan that of Terrain’s and any of its Subsidiaries employees is not a Foreign Benefit Plan (a “U.S. Employee Benefit Plan”). Section 2.15(a)(ii) of the Disclosure Schedule separately identifies each material Employee Benefit Plan that is not subject to U.S. Legal Requirements (a “Foreign Benefit Plan”) and the non-U.S. jurisdiction applicable to each Foreign Benefit Planterminable by Terrain at will. (b) None of the Acquired Companies Neither Terrain or any trade or business (whether or not incorporated) under common control with any Acquired Company and thatof its Subsidiaries is a party to, together with any Acquired Companybound by, is treated as a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”), maintains, sponsors or has an obligation a duty to contribute tobargain under, any collective bargaining agreement or other Contract with a labor organization representing any of its employees, and none there are no labor organizations representing or, to the Knowledge of the Acquired Companies has at Terrain, purporting to represent or seeking to represent any time in the past five years maintained, sponsored employees of Terrain or has had an obligation to contribute to any employee pension benefit plan (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA or Section 412 of the Code or any similar pension benefit plan that is a Foreign Benefit Plan, whether or not excluded from coverage under specific Titles or Subtitles of ERISA or a “multiple employer plan” (within the meaning of Section 413(c) of the Code), in each case, for the benefit of any current or former employees, consultants or directors of any of the Acquired Companies. None of the Employee Benefit Plans promises retiree medical, disability or life insurance benefits to any current or former employee, consultant or director of any Acquired Company, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable state or local Legal Requirementits Subsidiaries. (c) With Section 4.17(c) of the Terrain Disclosure Schedule lists all material Terrain Employee Plans. True, complete and correct copies of the following documents, with respect to each Terrain Employee Benefit Plan, where applicable, have previously been made available to the Company has Made Available to Parent (in each case as in effect on the date of this Agreement) an accurate, current and complete copy ofCompany: (i) each material all documents embodying or governing such Terrain Employee Benefit Plan (including all or for unwritten Terrain Employee Plans a written description of the material amendments thereto), except for (A) offer letters that provide for at-will employment and can be terminated without material cost or liability to the Acquired Companies; (B) consultant agreements that can be terminated without material cost or liability to the Acquired Companies; and (C) Company Option, Company RSU and Company PRSU agreements, in which case only standard forms terms of such agreements have been Made Available to Parent; provided that, individual agreements materially differing from such forms have also been Made Available to ParentTerrain Employee Plan) and any funding medium for the Terrain Employee Plan; (ii) the annual report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code, with respect to such Employee Benefit Plan for the three most recent plan yearsIRS determination or opinion letter; (iii) in the case of any Foreign Benefit Plan providing for deferred compensation or retirement benefits, any statutory funding requirement having a similar purpose, the most recent annual and periodic accounting of such plan’s assets and recently filed Form 5500; (iv) the most recent actuarial valuation report; (ivv) for U.S. Employee Benefits Plans, the most recent summary plan description, together with each summary of material modifications, if any, and for material Foreign Benefit Plans, the most recent summary of the plan; description (v) for U.S. Employee Benefit Plans, the trust, funding agreement, insurance Contract and or other documents establishing any funding arrangement (including all amendments theretodescriptions provided to employees) and accurate and complete copies of the most recent financial statements thereof, and, for material Foreign Benefit Plans, the trust, funding agreement, insurance Contract and other material documents establishing any funding arrangement (including all amendments modifications thereto) and accurate and complete copies of the most recent financial statements thereof; (vi) all material correspondence received in the last three years, if any, to or from any Governmental Body relating to such Employee Benefit Planyears of non-discrimination testing results; and (vii) the most recent determination letter (or opinion letter, if applicable) received from the IRS with respect all non-routine correspondence to each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Code; and (viii) all material government and regulatory approvals received from any foreign Governmental Body with respect to Foreign Benefit Plansgovernmental agency. (d) Except as would not result in a material liability to the Acquired Companies (taken as a whole): (i) each of the Each Terrain Employee Benefit Plans Plan that is and has been established, operated and administered in accordance with its terms and with applicable Legal Requirements, including ERISA and the Code; (ii) there are no audits, investigations or Legal Proceedings by any Governmental Body and no other actions, suits or claims pending, or, to the knowledge of the Company, threatened (other than routine claims for benefits) with respect to any Employee Benefit Plan; (iii) each Employee Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to any of the Acquired Companies (other than ordinary administration expenses); (iv) no event has occurred and, to the knowledge of the Company, no condition exists that would subject any Acquired Company, by reason of their affiliation to any ERISA Affiliate, to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Legal Requirements; and (v) no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, has occurred with respect to any Employee Benefit Plan. Each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Code and each trust intended to be qualified under Section 501(a) of the Code has obtained received a favorable determination letter (or opinion letter, if applicable) as letter with respect to its such qualified status under from the CodeIRS. To the Knowledge of Terrain, or may rely upon an opinion letter for a prototype or volume submitter plan, and, to the knowledge of the Company, there nothing has been no event, condition or circumstance occurred that has resulted, or would reasonably be expected to result in, disqualification under adversely affect the Codequalified status of any such Terrain Employee Plan or the exempt status of any related trust or require corrective action to the IRS or Employee Plan Compliance Resolution System to maintain such qualification. (e) Except as would not result Each Terrain Employee Plan has been established, administered, maintained and operated in a compliance, in all material liability respects, with its terms and 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 Acquired Companies (taken as a whole)Knowledge of Terrain, all contributions, premiums or threatened with respect to any Terrain Employee Plan. All payments and/or contributions required to be have been made with respect to any all Terrain Employee Benefit Plan (other than Foreign Benefit Plans) Plans either have been made on or before their due dateshave been accrued in accordance with the terms of the applicable Terrain Employee Plan and applicable Law. The Company Employee Plans satisfy in all material respects the minimum coverage, affordability and non-discrimination requirements under the Code. No Company 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. (f) Neither the execution, delivery or performance of this Agreement or the consummation of the Merger or Terrain nor any of the other Contemplated Transactions (either alone its ERISA Affiliates has ever maintained, contributed to, or in combination with another event, whether contingent or otherwise) will: been required to contribute to (i) entitle any current employee benefit plan that is or former employee, consultant was subject to Title IV or director Section 302 of any ERISA or Section 412 of the Acquired Companies to any bonusCode, severance, change in control or other payment or to any increase therein upon any termination of employment or service; (ii) materially increase the benefits payable or provided toa Multiemployer Plan, or result in a forgiveness of indebtedness for, any such employee, consultant or director; (iii) accelerate any funded welfare benefit plan within the vestingmeaning of Section 419 of the Code, funding or time of payment of any compensation, Company Equity Award or any other benefit; (iv) result in any payments under any Employee Benefit Plan that would not be deductible under Section 280G of the Code); Multiple Employer Plan, or (v) cause the application any Multiple Employer Welfare Arrangement. Neither Terrain nor any of an accelerated or additional tax its ERISA Affiliates has ever incurred any liability under Section 409A Title IV of the CodeERISA that has not been paid in full. (g) Except as would not result set forth in a material liability Section 4.17(g) of the Terrain Disclosure Schedule, no Terrain Employee Plan provides for medical or other welfare benefits beyond termination of service or retirement, other than pursuant to the Acquired Companies (taken as a whole), with respect to each Foreign Benefit Plan, (i) all employer and employee contributions to each Foreign Benefit Plan required by applicable Legal Requirement COBRA or by the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practices; an analogous state law requirement or (ii) continuation coverage through the fair market value end of the assets month in which such termination or retirement occurs. Neither Terrain nor any of each its Subsidiaries sponsors or maintains any self-funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance medical or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient in all material respects to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such Foreign Benefit Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and no transaction shall cause such assets or insurance obligations to be less than such long-term disability benefit obligations; (iii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is required; and (iv) has been established, administered and operated in all material respects in accordance with its terms and compliance with all applicable Legal Requirementsplan. (h) The Company has Made Available No Terrain Employee Plan is subject to Parent any law of a list of all employees of each foreign jurisdiction outside of the Acquired Companies United States. (i) No Terrain Options, Terrain RSUs, Terrain SARs or other equity-based awards issued or granted by Terrain are subject to the requirements of Code Section 409A. Each Terrain Employee Plan that constitutes in any part a “nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of May 28the Code and the guidance thereunder) (each, 2015, which list correctly reflects, a “Terrain 409A Plan”) complies in all material respects, their wage or salaryin both form and operation, with the requirements of Code Section 409A and the guidance thereunder. No payment to be made under any other compensation payable to them (including compensation payable pursuant to bonusTerrain 409A Plan is or, deferred compensation, commission or severance arrangements), their dates of employment and their positions, applicable classification, work location by country (or by state, for those located when made in accordance with the U.S.) and current status. (i) None terms of the Acquired Companies is a party to 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 representingTerrain 409A Plan, purporting to represent or, will be subject to the knowledge penalties of the Company, seeking to represent any employees of any of the Acquired Companies. There is no strike, slowdown, work stoppage, lockout, job action, or other labor dispute pending, or to the knowledge of the Company, threatened, as of the date of this Agreement, or question concerning representation, by or with respect to any of its employees. All of the employees of the Acquired Companies providing services in the United States are “at will” employees and all of the employment contracts of the employees of the Acquired Companies providing services outside the United States are in writing and may be terminated by three months’ notice or less given at any time without giving rise to any claim for contractual severance pay (other than a statutory redundancy payment or statutory or legally required compensation under any applicable Legal Requirements). The Company has Made Available to Parent or its advisors accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and written particulars of employment relating to the employment of the employees of the Acquired Companies (in each case as in effect on the date of this AgreementCode Section 409A(a)(1). (j) Each Terrain and each of the Acquired Companies: (i) its Subsidiaries is in compliance in all material respects with all applicable Legal Requirements federal, state and any orderlocal laws, ruling, decree, judgment or arbitration award of any court, arbitrator or any Governmental Body rules and regulations respecting employment, employment practices, terms and conditions of employment, wagesworker classification, hours or other labor related mattersTax withholding, including the WARN Act (in the United States) and other applicable Legal Requirements, judgments and awards relating to prohibited discrimination, equal employment, fair employment opportunitypractices, meal and rest periods, work authorization and immigration status, employee safety and health, wages and hours(including overtime wages), labor relations, leave of absence requirementscompensation, and occupational health hours of work, and safetyin each case, wrongful discharge or violation of the personal rights of employees, former employees or prospective employees; (ii) except as would result in a material liability with respect to the Acquired Companies employees of Terrain and its Subsidiaries: (taken as a whole), i) has withheld and reported all material amounts required by law or by agreement or applicable Legal Requirement to be withheld and reported with respect to wages, salaries and other payments to any Company Associates; employees, (iiiii) has no material liability is not liable for any arrears of wages wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing; foregoing and (iviii) has no material liability 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 or other benefits or obligations for any current or former employees, consultants or directors employees (other than routine payments to be made in the normal course Ordinary Course of businessBusiness). There are no actions, suits, claims or administrative matters pending or, to the Knowledge of Terrain, threatened against Terrain or any of its Subsidiaries relating to any employee, employment agreement, Terrain Employee Plan (other than routine claims for benefits) or other labor or employment matter. To the Knowledge of Terrain, there are no pending or threatened claims or actions against Terrain, any of its Subsidiaries, any Terrain trustee or any trustee of any Subsidiary under any workers’ compensation policy or long-term disability policy. Terrain is not a party to a conciliation agreement, consent decree or other agreement or Order with any federal, state, or local agency or Governmental Authority with respect to employment practices. (k) Neither Terrain nor any of its Subsidiaries has any material liability with respect to any misclassification since January 1, 2021: (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. Except as would not result set forth in a material liability to the Acquired Companies (taken as a whole), all individuals who are performing consulting or other services for any Section 4.17(k) of the Acquired Companies were classified correctly as Terrain Disclosure Schedule, Terrain has not taken any action which would constitute a “independent contractors,” “contingent workers,” “third party workersplant closing” or “employees,mass layoff” as 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 applicable Legal Requirementsthe 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. (l) Except as would not result 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 Terrain 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 Terrain nor any of its Subsidiaries is not, nor has Terrain or any of its Subsidiaries been, engaged in a material liability 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 Acquired Companies, taken as whole, as Knowledge of the date of this Agreement, there are no Legal Proceedings or labor disputes or grievances pending, or to the knowledge of the CompanyTerrain, threatened or reasonably anticipated relating to any employment contract, privacy right, labor dispute, wages and hours, leave of absence, plant closing notification, employment statute or regulation, collective bargaining agreement, work council agreement or any other labor union contract, employee privacy right, labor dispute, workers’ compensation policy or policy, long-term disability policy, harassment, retaliation, immigration, employment statute or regulation, safety or discrimination matters matter involving any Terrain Associate, including charges of unfair labor practices or discrimination complaints. (n) There is no contract, agreement, plan or arrangement to which Terrain or any of its Subsidiaries 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) Except as set forth in Section 4.17(o) of the Terrain Disclosure Schedule, neither Terrain nor any of its Subsidiaries is a party to any Contract that could, due to the Merger (either alone or in conjunction with any other event) (i) result in the payment of any “parachute payment” within the meaning of Section 280G of the Code or (ii) 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 current or former employee, officer, director or current employeesother service provider of Terrain or any of its Subsidiaries. (p) Since January 1, consultants 2021, Terrain and each of its Subsidiaries each have maintained policies (i) prohibiting employment discrimination on all grounds constituting unlawful discrimination, (ii) prohibiting sexual harassment and all other forms of discriminatory harassment, and (iii) providing complaint and investigation procedures with respect to (i) and (ii). Since January 1, 2021, any and all such policies have conformed with applicable legal requirements, including, as applicable, with respect to independent contractors. Since January 1, 2021, Terrain and each of its Subsidiaries has complied with any applicable legal requirements with respect to training concerning prevention of sexual harassment prevention and/or abusive conduct. Except as set forth on Section 4.17(p) of the Terrain Disclosure Schedule, to the Knowledge of Terrain, at no time during the last five years have any allegations been made within or directors outside Terrain or any of its Subsidiaries alleging conduct that, if confirmed, would constitute violations of any of the Acquired Companiespolicies referenced in (i) and/or (ii). There is no charge or other action pending orExcept as set forth on Section 4.17(p) of the Terrain Disclosure Schedule, to the knowledge Knowledge of Terrain, at no time during the last five years has Terrain or any of its Subsidiaries received a complaint within the scope of (iii) or conducted an investigation of allegations of any alleged violation of (i) or (ii). Except as set forth on Section 4.17(p) of the CompanyTerrain Disclosure Schedule, threatened before to the U.S. Equal Employment Opportunity CommissionKnowledge of Terrain, any court, there are no facts that could reasonably be expected to give rise to a claim of sexual harassment or other discriminatory harassment against or involving Terrain or any other Governmental Body of its Subsidiaries or employee, director or officer of Terrain or any of its Subsidiaries. (q) Neither Terrain nor any of its Subsidiaries is a government contractor or subcontractor for any purposes of any law with respect to the employment practices terms and conditions of any Acquired Company, other than charges or actions, individually or in the aggregate, that would not (i) prevent or materially delay consummation of the Merger; or (ii) if adversely determined, result in material liability to any Acquired Company. There is no obligation to obtain the consent of any works council or other employee representative body to enter into this Agreement or to consummate the Mergeremployment.

Employee and Labor Matters; Benefit Plans. (a) Section 2.15(a)(i3.14(a) of the TapImmune Disclosure Schedule identifies each material 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, 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 TapImmune or any TapImmune Affiliate, or which is maintained by, administered or contributed to by, or required to be contributed to by, TapImmune, any of TapImmune’s Subsidiaries or any TapImmune Affiliate, or under which TapImmune, any of TapImmune’s Subsidiaries or any TapImmune Affiliate has incurred or may incur any liability (each, an “TapImmune Employee Benefit Plan that is not a Foreign Benefit Plan (a “U.S. Employee Benefit Plan”). Section 2.15(a)(ii) of the Disclosure Schedule separately identifies each material Employee Benefit Plan that is not subject to U.S. Legal Requirements (a “Foreign Benefit Plan”) and the non-U.S. jurisdiction applicable to each Foreign Benefit Plan. (b) None of the Acquired Companies or any trade or business (whether or not incorporated) under common control with any Acquired Company and that, together with any Acquired Company, is treated as a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”), maintains, sponsors or has an obligation to contribute to, and none of the Acquired Companies has at any time in the past five years maintained, sponsored or has had an obligation to contribute to any employee pension benefit plan (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA or Section 412 of the Code or any similar pension benefit plan that is a Foreign Benefit Plan, whether or not excluded from coverage under specific Titles or Subtitles of ERISA or a “multiple employer plan” (within the meaning of Section 413(c) of the Code), in each case, for the benefit of any current or former employees, consultants or directors of any of the Acquired Companies. None of the Employee Benefit Plans promises retiree medical, disability or life insurance benefits to any current or former employee, consultant or director of any Acquired Company, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable state or local Legal Requirement. (c) With respect to each TapImmune Employee Benefit Plan, the Company TapImmune has Made Available made available to Parent (in each case as in effect on the date of this Agreement) an accurate, current Marker a true and complete copy of: , to the extent applicable, (i) each material such TapImmune Employee Benefit Plan (including all material amendments thereto)Plan, except for (A) offer letters that provide for at-will employment and can be terminated without material cost or liability to the Acquired Companies; (B) consultant agreements that can be terminated without material cost or liability to the Acquired Companies; and (C) Company Option, Company RSU and Company PRSU agreements, in which case only standard forms of such agreements have been Made Available to Parent; provided that, individual agreements materially differing from such forms have also been Made Available to Parent; (ii) the annual report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code, with respect to such Employee Benefit Plan for the three most recent plan years; annual reports (Form 5500) as filed with the Internal Revenue Service, (iii) in the case of any Foreign Benefit Plan providing for deferred compensation or retirement benefitseach currently effective trust agreement related to such TapImmune Employee Plan, any statutory funding requirement having a similar purpose, the most recent annual and periodic accounting of such plan’s assets and the most recent actuarial report; (iv) for U.S. Employee Benefits Plans, the most recent summary plan description, together with prospectus or similar employee summary for each summary of material modificationsTapImmune Employee Plan, if any, and for material Foreign Benefit Plans, (v) the most recent summary of the plan; (v) for U.S. Internal Revenue Service determination or opinion letter or analogous ruling under foreign law issued with respect to any TapImmune Employee Benefit PlansPlan, the trust, funding agreement, insurance Contract and other documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof, and, for material Foreign Benefit Plans, the trust, funding agreement, insurance Contract and other material documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (vi) all material notices, letters or other correspondence received in the last three years, if any, to or from any Governmental Body relating to such Employee Benefit Planor agency thereof within the last three years; (vii) all non-discrimination tests for the most recent determination letter (or opinion letter, if applicable) received from the IRS with respect to each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Codethree plan years; and (viii) all material government written agreements and regulatory approvals received from any foreign Governmental Body with respect to Foreign Benefit PlansContracts currently in effect, including (without limitation) administrative service agreements, group annuity contracts, and group insurance contracts. (dc) Except as would not result in a material liability to the Acquired Companies (taken as a whole): (i) each of the Each TapImmune Employee Benefit Plans Plan that is and has been established, operated and administered in accordance with its terms and with applicable Legal Requirements, including ERISA and the Code; (ii) there are no audits, investigations or Legal Proceedings by any Governmental Body and no other actions, suits or claims pending, or, to the knowledge of the Company, threatened (other than routine claims for benefits) with respect to any Employee Benefit Plan; (iii) each Employee Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to any of the Acquired Companies (other than ordinary administration expenses); (iv) no event has occurred and, to the knowledge of the Company, no condition exists that would subject any Acquired Company, by reason of their affiliation to any ERISA Affiliate, to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Legal Requirements; and (v) no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, has occurred with respect to any Employee Benefit Plan. Each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Code and each trust intended to be qualified under Section 501(a) of the Code has obtained received a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code, or may rely upon an on a favorable opinion letter for a prototype or volume submitter planwith respect to such qualified status from the Internal Revenue Service. To the Knowledge of TapImmune, and, to the knowledge of the Company, there nothing has been no event, condition or circumstance occurred that has resulted, or would reasonably be expected to result in, disqualification under adversely affect the Codequalified status of any such TapImmune Employee Plan or the exempt status of any related trust. (ed) Except Each TapImmune Employee Plan has been operated and maintained in compliance in all material respects, with its terms and, both as would not result in a material liability to form and operations, with all applicable Legal Requirements, including the Acquired Companies (taken as a whole)Code and ERISA. Neither TapImmune, all contributionsany of its Subsidiaries, premiums nor any TapImmune Affiliate is subject to any Liability or payments penalty under Sections 4976 through 4980 of the Code or Title I of ERISA with respect to any of the TapImmune Employee Plans. All contributions required to be made with respect by TapImmune, any of its Subsidiaries or any TapImmune Affiliate to any TapImmune Employee Benefit Plan (other than Foreign Benefit Plans) have been made on or before their due datesdates (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). (e) No suit, administrative proceeding, action or other litigation has been initiated against, or to the Knowledge of TapImmune, is threatened, against or with respect to any TapImmune Employee Plan, including any audit or inquiry by the IRS, United States Department of Labor or other Governmental Body. (f) Neither TapImmune nor any TapImmune Affiliate has announced its intention to modify or amend any TapImmune Employee Plan or adopt any arrangement or program which, once established, would come within the execution, delivery definition of a TapImmune Employee Plan. (g) No TapImmune Employee Plan is subject to Title IV or performance Section 302 of this Agreement ERISA or the consummation Section 412 of the Merger Code, and neither TapImmune, nor any of its Subsidiaries or any TapImmune 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 TapImmune Employee Plan is a Multiemployer Plan, and neither TapImmune, nor any of its Subsidiaries or any TapImmune 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 TapImmune Employee Plan is a Multiple Employer Plan. (h) No TapImmune Employee Plan provides for medical or death benefits beyond termination of service or retirement, other than (i) pursuant to COBRA or an analogous state law requirement or (ii) death or retirement benefits under a TapImmune Employee Plan qualified under Section 401(a) of the Code. Neither TapImmune nor any TapImmune Affiliate sponsors or maintains any self-funded employee benefit plan. No TapImmune Employee Plan is subject to any Legal Requirement of any foreign jurisdiction outside of the United States. (i) To the Knowledge of TapImmune, no payment pursuant to any TapImmune Employee Plan or other arrangement to any “service provider” (as such term is defined in Section 409A of the Code and the United States Treasury Regulations and IRS guidance thereunder) from TapImmune or any of its Subsidiaries, including the other Contemplated Transactions (either alone grant, vesting or in combination with another event, whether contingent or otherwise) will: (i) entitle any current or former employee, consultant or director exercise of any of the Acquired Companies stock option, would subject any Person to any bonus, severance, change in control or other payment or tax pursuant to any increase therein upon any termination of employment or service; (ii) materially increase the benefits payable or provided to, or result in a forgiveness of indebtedness for, any such employee, consultant or director; (iii) accelerate the vesting, funding or time of payment of any compensation, Company Equity Award or any other benefit; (iv) result in any payments under any Employee Benefit Plan that would not be deductible under Section 280G of the Code); or (v) cause the application of an accelerated or additional tax under Section 409A of the Code, whether pursuant to the Contemplated Transactions or otherwise. (gj) Except as would not result in a material liability With respect to TapImmune Options granted pursuant to the Acquired Companies (taken as a whole), with respect to each Foreign Benefit 2014 TapImmune Plan, (i) each TapImmune Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of a TapImmune Option was duly authorized no later than the date on which the grant of such TapImmune Option was by its terms to be effective by all employer necessary corporate action, including, as applicable, approval by the TapImmune Board of Directors (or a duly constituted and employee contributions to authorized committee thereof) and any required stockholder 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 Foreign Benefit Plan required by applicable Legal Requirement or by party thereto, (iii) each TapImmune Option grant was made in accordance with the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practices; the plan pursuant to which is was granted and all other applicable Legal Requirements and (iiiv) the per share exercise price of each TapImmune Option was not less than the fair market value of a share of TapImmune Common Stock on the assets applicable Grant Date and (v) each such TapImmune Option grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of each funded Foreign Benefit Plan, TapImmune and disclosed in TapImmune filings with the liability of each insurer for any Foreign Benefit Plan funded through insurance or Securities and Exchange Commission in accordance with the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient in Exchange Act and all material respects to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such Foreign Benefit Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Planother applicable Legal Requirements. TapImmune has not knowingly granted, and there is no transaction shall cause such assets or insurance obligations to be less than such benefit obligations; (iii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to no policy or practice of TapImmune of granting, TapImmune Options prior to, or otherwise coordinating the extent such approval is required; and (iv) has been establishedgrant of TapImmune Options with, administered and operated in all the release or other public announcement of material respects in accordance with information regarding TapImmune or its terms and compliance with all applicable Legal Requirementsresults of operations or prospects. (hk) The Company has Made Available No TapImmune Options, stock appreciation rights or other equity-based awards issued or granted by TapImmune are subject to Parent a list the requirements of all employees of each Code Section 409A. Each “nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of the Acquired Companies as Code and the guidance thereunder) maintained by or under which TapImmune or any of May 28its Subsidiaries makes, 2015is obligated to make or promises to make, which list correctly reflectspayments (each, a “TapImmune 409A Plan”) complies in all material respects, their wage or salaryin both form and operation, with the requirements of Code Section 409A and the guidance thereunder. No payment to be made under any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation, commission or severance arrangements), their dates of employment and their positions, applicable classification, work location by country (or by state, for those located in the U.S.) and current status. (i) None of the Acquired Companies is a party to 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 Company, seeking to represent any employees of any of the Acquired Companies. There is no strike, slowdown, work stoppage, lockout, job action, or other labor dispute pendingTapImmune 409A Plan is, or to the knowledge Knowledge of the CompanyTapImmune will be, threatened, as of the date of this Agreement, or question concerning representation, by or with respect to any of its employees. All of the employees of the Acquired Companies providing services in the United States are “at will” employees and all of the employment contracts of the employees of the Acquired Companies providing services outside the United States are in writing and may be terminated by three months’ notice or less given at any time without giving rise to any claim for contractual severance pay (other than a statutory redundancy payment or statutory or legally required compensation under any applicable Legal Requirements). The Company has Made Available to Parent or its advisors accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and written particulars of employment relating subject to the employment penalties of the employees of the Acquired Companies (in each case as in effect on the date of this AgreementCode Section 409A(a)(1). (jl) TapImmune has paid all wages, bonuses, commissions 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. To the Knowledge of TapImmune, TapImmune is in material compliance with all of its bonus, commission and other compensation plans and has paid any and all amounts required to be paid under such plans, including any and all bonuses and commissions (or pro rata portion thereof) that may have accrued or been earned through the calendar quarter preceding the Effective Time, and is not liable for any payments, taxes or penalties for failure to comply with any of the terms or conditions of such plans or the laws governing such plans. (m) Each of the Acquired Companies: (i) is TapImmune and its Subsidiaries has been in compliance in all material respects with all applicable Legal Requirements state and any orderfederal labor and employment laws, ruling, decree, judgment or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, including those relating to wages, hours or other labor related mattershours, including the WARN Act (in the United States) and other applicable Legal Requirementscollective bargaining, judgments and awards relating to discriminationunemployment compensation, workers compensation, equal employment opportunity, wages discrimination, harassment, retaliation, immigration control, employee classification, the federal and hoursstate WARN Acts, labor relationsinformation privacy and security, leave payment and withholding of absence requirementsTaxes and continuation coverage with respect to group health plans, except where any non-compliance, individually or the aggregate, has not had and occupational health and safety, wrongful discharge or violation of the personal rights of employees, former employees or prospective employees; would not reasonably be expected to have a TapImmune Material Adverse Effect. TapImmune: (iii) except as would result in a material liability to the Acquired Companies (taken as a whole), has withheld and reported all amounts required by law or by agreement or applicable Legal Requirement to be withheld and reported with respect to wages, salaries and other payments to any Company Associates; employees, (iiiii) has no material liability is not liable for any arrears of wages wages, severance pay or any Taxes or any penalty of any material amount for failure to comply with any of the foregoing; , and (iviii) has no material liability 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 or other benefits or obligations for any current or former employees, consultants or directors employees (other than routine payments to be made in the normal course of businessbusiness and consistent with past practice). (k) Except as would not result in a material liability to the Acquired Companies (taken as a whole), all individuals who are performing consulting or other services for any of the Acquired Companies were classified correctly as “independent contractors,” “contingent workers,” “third party workers” or “employees,” as required by applicable Legal Requirements. (l) Except as would not result in a material liability to the Acquired Companies, taken as whole, as of the date of this Agreement, there . There are no Legal Proceedings actions, suits, claims or labor disputes or grievances administrative matters pending, or to the knowledge Knowledge of the CompanyTapImmune, threatened or reasonably anticipated against TapImmune relating to any employment contract, wages and hours, leave of absence, plant closing notificationemployee, employment statute or regulation, collective bargaining agreement, work council independent contractor, independent contractor agreement or TapImmune Employee Plan. There are no pending or, to the Knowledge of TapImmune, threatened or reasonably anticipated claims or actions against TapImmune or any other labor union contract, employee privacy right, labor dispute, workers’ trustee of TapImmune under any worker’s compensation policy or long-term disability policy. TapImmune is not a party to a conciliation agreement, safety or discrimination matters involving any former or current employees, consultants or directors of any of the Acquired Companies. There is no charge consent decree or other action pending oragreement or order with any federal, to the knowledge of the Company, threatened before the U.S. Equal Employment Opportunity Commission, any courtstate, or any other local agency or Governmental Body with respect to employment practices. TapImmune has good labor relations. (n) Except as noted on Section 3.14(n) of the TapImmune Disclosure Schedule, all individuals employed by TapImmune and its Subsidiaries are employed at-will and TapImmune and its Subsidiaries have no employment practices or other agreements that contain any severance, change in control, or termination pay liabilities, and all agreements with independent contractors or consultants may be terminated by TapImmune without penalty or liability with 90 days or less notice. No current or former independent contractor of TapImmune or any of its Subsidiaries would reasonably be deemed to be a misclassified employee. Except as set forth on Section 3.14(n) of the TapImmune Disclosure Schedule, no independent contractor is eligible to participate in any TapImmune Employee Plan. Neither TapImmune nor any of its Subsidiaries has material liability with respect to any misclassification of: (A) any Person as an independent contractor rather than as an employee, (B) any employee leased from another employer, or (C) any employee currently or formerly classified as exempt from overtime wages. Neither TapImmune 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. No terminations of employees of TapImmune prior to the Closing would trigger any notice or other obligations under the WARN Act or similar state or local law. (o) No employee of TapImmune or any of its Subsidiaries is covered by an effective or pending collective bargaining agreement or similar labor agreement. There has not been any activity on behalf of any Acquired Companylabor organization or employee group to organize any such employees. There is not, other than and no employee of TapImmune has threatened, any labor dispute, work stoppage, labor strike or lockout against TapImmune or any of its Subsidiaries. There are no (i) unfair labor practice charges or actionscomplaints against TapImmune or any of its Subsidiaries pending before the National Labor Relations Board or any other labor relations tribunal or authority and to the Knowledge of TapImmune no such charges or complaints are threatened, individually (ii) representation claims or petitions pending before the National Labor Relations Board or any other labor relations tribunal or authority or (iii) grievances or pending arbitration proceedings against TapImmune or any of its Subsidiaries that arose out of or under any collective bargaining agreement. (p) There is no Contract or arrangement to which TapImmune or any TapImmune Affiliate is a party or by which it is bound to compensate any of its current or former employees, independent contractors or directors for additional income or excise taxes paid pursuant to Sections 409A or 4999 of the Code. (q) Neither TapImmune nor any TapImmune Affiliate is a party to any Contract that has resulted or would reasonably be expected to result, separately or in the aggregate, that would not in the payment of (i) prevent or materially delay consummation any “excess parachute payment” within the meaning of Section 280G of the Merger; Code or (ii) if adversely determinedany amount the deduction for which would be disallowed under Section 162(m) of the Code. (r) 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 material liability any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Acquired Company. There is no obligation to obtain employee, independent contractor or director of TapImmune, (ii) materially increase or otherwise enhance any benefits otherwise payable by TapImmune, (iii) result in the consent acceleration of the time of payment or vesting of any works council such benefits, except as required under Section 411(d)(3) of the Code, (iv) increase the amount of compensation due to any Person by TapImmune or other employee representative body (v) result in the forgiveness in whole or in part of any outstanding loans made by TapImmune to enter into this Agreement or to consummate the Mergerany Person.

Employee and Labor Matters; Benefit Plans. (a) Section 2.15(a)(iPart 2.13(a) of the Company Disclosure Schedule identifies each material Employee Benefit Plan that is not a Foreign Benefit Plan lists (a “U.S. Employee Benefit Plan”). Section 2.15(a)(ii) of the Disclosure Schedule separately identifies each material Employee Benefit Plan that is not subject to U.S. Legal Requirements (a “Foreign Benefit Plan”) and the non-U.S. jurisdiction applicable to each Foreign Benefit Plan. (b) None of the Acquired Companies or any trade or business (whether or not incorporated) under common control with any Acquired Company and that, together with any Acquired Companyan indication of funding status – e.g., is treated as a single employer within the meaning of Section 4001 of ERISA trust, insured, or Section 414 of the Code (an “ERISA Affiliate”), maintains, sponsors or has an obligation to contribute to, general company assets) all current and none of the Acquired Companies has at any time in the past five years maintained, sponsored or has had an obligation to contribute to any former domestic and foreign employee pension benefit plan plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), all employee welfare benefit plans (as defined in Section 3(1) of ERISA), and all other bonus, stock option, stock purchase, equity or phantom equity, incentive, deferred compensation, supplemental retirement, severance, perquisites, fringe benefits and other similar benefit plans, programs or arrangements (including a specific identification of those which contain change of control provisions or pending change of control provisions), and any employment, independent contractor, consultant, officer, or director, executive compensation or severance agreements (including a specific identification of those which contain change of control provisions or pending change of control provisions), written or otherwise, as amended, modified or supplemented maintained by the Company or any of the Acquired Corporations or other ERISA Affiliate, or to which the Company or any of the Acquired Corporations contributes (or has any obligation to contribute), has any liability or is a party (collectively, the “Company Employee Plans”). The term “Company Employee Plan” shall, for purposes of this Agreement, include each predecessor plan, which means any plan, program, policy, practice, arrangement or system as otherwise described in this Section 2.13(a) but that was maintained, contributed to or resulted in liability to any predecessor employer of the Acquired Corporations during the five-year period immediately proceeding the Closing. For purposes hereof, “predecessor employer” shall mean any employer, entity, or business operation acquired by the Acquired Corporations in any type of acquisition (including, but not limited to, mergers, stock acquisitions, and asset acquisitions). The Company has made available to Parent, in a reasonable time, place and manner, copies of (i) each such Company Employee Plan (or a written description of any Company Employee Plan that is not written) and all related trust agreements, insurance and other contracts (including policies), summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to plan participants, (ii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA or Section 412 ERISA, (iv) the latest reports which have been filed with the U.S. Department of the Code or any similar pension benefit plan that is a Foreign Benefit Plan, whether or not excluded from coverage under specific Titles or Subtitles of ERISA or a “multiple employer plan” (within the meaning of Section 413(c) of the Code), in each case, for the benefit of any current or former employees, consultants or directors of any of the Acquired Companies. None of the Employee Benefit Plans promises retiree medical, disability or life insurance benefits to any current or former employee, consultant or director of any Acquired Company, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable state or local Legal Requirement. (c) With Labor with respect to each Company Employee Benefit PlanPlan required to make such filing, the Company has Made Available to Parent (in each case as in effect on the date of this Agreement) an accurate, current and complete copy of: (i) each material Employee Benefit Plan (including all material amendments thereto), except for (A) offer letters that provide for at-will employment and can be terminated without material cost or liability to the Acquired Companies; (B) consultant agreements that can be terminated without material cost or liability to the Acquired Companies; and (C) Company Option, Company RSU and Company PRSU agreements, in which case only standard forms of such agreements have been Made Available to Parent; provided that, individual agreements materially differing from such forms have also been Made Available to Parent; (ii) the annual report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code, with respect to such Employee Benefit Plan for the three most recent plan years; (iii) in the case of any Foreign Benefit Plan providing for deferred compensation or retirement benefits, any statutory funding requirement having a similar purpose, the most recent annual and periodic accounting of such plan’s assets and the most recent actuarial report; (iv) for U.S. Employee Benefits Plans, the most recent summary plan description, together with each summary of material modifications, if any, and for material Foreign Benefit Plans, the most recent summary of the plan; (v) for U.S. Employee Benefit Plans, the trust, funding agreement, insurance Contract and other documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof, and, for material Foreign Benefit Plans, the trust, funding agreement, insurance Contract and other material documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (vi) all material correspondence received in the last three years, if any, to or from any Governmental Body relating to such Employee Benefit Plan; (vii) the most recent favorable determination letter (or opinion letter, if applicable) received from the IRS with respect to letters issued for each U.S. Company Employee Benefit Plan intended to be qualified under Section 401(a) of the Code; and (viii) all material government and regulatory approvals received from any foreign Governmental Body with respect to Foreign Benefit Plans. (d) Except as would not result in a material liability to the Acquired Companies (taken as a whole): (i) each of the Employee Benefit Plans that is and has been established, operated and administered in accordance with its terms and with applicable Legal Requirements, including ERISA and the Code; (ii) there are no audits, investigations or Legal Proceedings by any Governmental Body and no other actions, suits or claims pending, or, to the knowledge of the Company, threatened (other than routine claims for benefits) with respect to any Employee Benefit Plan; (iii) each Employee Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to any of the Acquired Companies (other than ordinary administration expenses); (iv) no event has occurred and, to the knowledge of the Company, no condition exists that would subject any Acquired Company, by reason of their affiliation to any ERISA Affiliate, to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Legal Requirements; and (v) no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, has occurred with respect to any Employee Benefit Plan. Each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Code (and, if an application for such determination is pending, a copy of the application for such determination) and each trust intended to be qualified under Section 501(arelated trust, (vi) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code, or may rely upon an opinion letter for a prototype or volume submitter plan, and, to the knowledge of the Company, there has been no event, condition or circumstance that has resulted, or would reasonably be expected to result in, disqualification under the Code. (e) Except as would not result in a material liability to the Acquired Companies (taken as a whole), all contributions, premiums or payments required to be made with respect to any Employee Benefit Plan (financial and other than Foreign Benefit Plans) have been made on or before their due dates. (f) Neither the execution, delivery or performance of this Agreement or the consummation of the Merger or any of the other Contemplated Transactions (either alone or in combination with another event, whether contingent or otherwise) will: (i) entitle any information regarding current or former employee, consultant or director of any of the Acquired Companies to any bonus, severance, change in control or other payment or to any increase therein upon any termination of employment or service; (ii) materially increase the benefits payable or provided to, or result in a forgiveness of indebtedness for, any such employee, consultant or director; (iii) accelerate the vesting, funding or time of payment of any compensation, Company Equity Award or any other benefit; (iv) result in any payments under any Employee Benefit Plan that would not be deductible under Section 280G of the Code); or (v) cause the application of an accelerated or additional tax under Section 409A of the Code. (g) Except as would not result in a material liability to the Acquired Companies (taken as a whole), and projected liabilities with respect to each Foreign Benefit Plan, (i) all employer and employee contributions to each Foreign Benefit Company Employee Plan required by applicable Legal Requirement or by for which the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued filings described in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Benefit Plan), the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient in all material respects to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such Foreign Benefit Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and no transaction shall cause such assets or insurance obligations to be less than such benefit obligations; (iii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is required; and or (iv) has been established, administered and operated in all material respects in accordance with its terms and compliance with all applicable Legal Requirements. (h) The Company has Made Available to Parent a list of all employees of each of the Acquired Companies as of May 28, 2015, which list correctly reflects, in all material respects, their wage or salary, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation, commission or severance arrangements), their dates of employment and their positions, applicable classification, work location by country (or by state, for those located in the U.S.) and current status. (i) None of the Acquired Companies is a party to any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there above are no labor organizations or works councils representing, purporting to represent or, to the knowledge of the Company, seeking to represent any employees of any of the Acquired Companies. There is no strike, slowdown, work stoppage, lockout, job action, or other labor dispute pending, or to the knowledge of the Company, threatened, as of the date of this Agreement, or question concerning representation, by or with respect to any of its employees. All of the employees of the Acquired Companies providing services in the United States are “at will” employees and all of the employment contracts of the employees of the Acquired Companies providing services outside the United States are in writing and may be terminated by three months’ notice or less given at any time without giving rise to any claim for contractual severance pay (other than a statutory redundancy payment or statutory or legally not required compensation under any applicable Legal Requirements). The Company has Made Available to Parent or its advisors accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and written particulars of employment relating to the employment of the employees of the Acquired Companies (in each case as in effect on the date of this Agreement). (j) Each of the Acquired Companies: (i) is in compliance in all material respects with all applicable Legal Requirements and any order, ruling, decree, judgment 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, including the WARN Act (in the United States) and other applicable Legal Requirements, judgments and awards relating to discrimination, equal employment opportunity, wages and hours, labor relations, leave of absence requirementsERISA, and occupational health and safety(vii) all other governmental agreements, wrongful discharge or violation of filings, rulings, determinations, opinions for the personal rights of employees, former employees or prospective employees; (ii) except as would result in a material liability to the Acquired Companies (taken as a whole), has withheld and reported all amounts required by agreement or applicable Legal Requirement to be withheld and reported with respect to wages, salaries and other payments to any Company Associates; (iii) has no material liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) has no material 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 or other benefits or obligations for any current or former employees, consultants or directors (other than routine payments to be made in the normal course of business)past three years. (k) Except as would not result in a material liability to the Acquired Companies (taken as a whole), all individuals who are performing consulting or other services for any of the Acquired Companies were classified correctly as “independent contractors,” “contingent workers,” “third party workers” or “employees,” as required by applicable Legal Requirements. (l) Except as would not result in a material liability to the Acquired Companies, taken as whole, as of the date of this Agreement, there are no Legal Proceedings or labor disputes or grievances pending, or to the knowledge of the Company, threatened or reasonably anticipated relating to any employment contract, wages and hours, leave of absence, plant closing notification, employment statute or regulation, collective bargaining agreement, work council agreement or any other labor union contract, employee privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety or discrimination matters involving any former or current employees, consultants or directors of any of the Acquired Companies. There is no charge or other action pending or, to the knowledge of the Company, threatened before the U.S. Equal Employment Opportunity Commission, any court, or any other Governmental Body with respect to the employment practices of any Acquired Company, other than charges or actions, individually or in the aggregate, that would not (i) prevent or materially delay consummation of the Merger; or (ii) if adversely determined, result in material liability to any Acquired Company. There is no obligation to obtain the consent of any works council or other employee representative body to enter into this Agreement or to consummate the Merger.

Employee and Labor Matters; Benefit Plans. (a) As applicable with respect to each material Company Benefit Plan, the Company has made available to Parent, true and complete copies of (i) each material Company Benefit Plan, 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 three-year period 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 2.15(a)(i) 406 of ERISA or Section 4975 of the Disclosure Schedule identifies each material Employee Benefit Plan that is not Code, (viii) all policies and procedures established to comply with the privacy and security rules of HIPAA and (ix) any written reports constituting a Foreign Benefit Plan (a “U.S. Employee Benefit Plan”). Section 2.15(a)(ii) valuation of the Disclosure Schedule separately identifies each material Employee Benefit Plan that is not subject to U.S. Legal Requirements (a “Foreign Benefit Plan”) and Company Capital Stock used by the nonCompany for purposes of Sections 409A or 422 of the Code, whether prepared internally by the Company or by an outside, third-U.S. jurisdiction applicable to each Foreign Benefit Planparty valuation firm. (b) None Each Company 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 Acquired Companies or any trade or business Code, the Patient Protection and Affordable Care Act, as amended and as applicable, and all other Laws. (whether or not incorporatedc) under common control with any Acquired The Company and that, together with any Acquired Company, is treated as a single employer Benefit Plans which are “employee pension benefit plans” within the meaning of Section 4001 3(2) of ERISA or and which are intended to meet the qualification requirements of Section 414 401(a) of the 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 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. (an “d) Neither the Company nor any Company ERISA Affiliate”), Affiliate maintains, sponsors or has an obligation contributes to, is required to contribute to, and none of the Acquired Companies has at any time in the past five years maintained, sponsored or has had an obligation to contribute to any actual or contingent liability with respect to, (i) any “employee pension benefit plan plan” (as defined in 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 or Code, (ii) any similar pension benefit plan that is a Foreign Benefit Plan“multiemployer plan” (within the meaning of Section 3(37) of ERISA), whether or not excluded from coverage under specific Titles or Subtitles of ERISA or a (iii) any “multiple employer plan” (within the meaning of Section 413(c413 of the Code) or (iv) any “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA). (e) There are no pending audits or investigations, and during the six-year period ending on the date hereof have been no audits or investigations, by any Governmental Body involving any Company 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 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 under any of the Company Benefit Plans or by applicable Law (without regard to any waivers granted under Section 412 of the Code), have been timely made in each caseall 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) Neither the Company, for nor any Company ERISA Affiliate, nor to the benefit Knowledge of the Company, any fiduciary, trustee or administrator of any current Company Benefit Plan, has engaged in, or former employeesin connection with the Contemplated Transactions will engage in, consultants any transaction with respect to any Company Benefit Plan which would subject any such Company Benefit Plan, the Company, or directors any Company ERISA Affiliates or Parent to a material Tax, material penalty or liability for a “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 Corp, other than premium payments, or any tax penalty under Code Section 4980H. (g) No Company 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 Transactions (either alone or when combined with the occurrence of any other event, including without limitation, a termination of the Acquired Companies. None of the Employee Benefit Plans promises retiree medicalemployment), disability or life insurance benefits will (i) result in any payment becoming due to any current or former employee, consultant director, officer, or director of any Acquired Company, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable state or local Legal Requirement. (c) With respect to each Employee Benefit Plan, the Company has Made Available to Parent (in each case as in effect on the date of this Agreement) an accurate, current and complete copy of: (i) each material Employee Benefit Plan (including all material amendments thereto), except for (A) offer letters that provide for at-will employment and can be terminated without material cost or liability to the Acquired Companies; (B) consultant agreements that can be terminated without material cost or liability to the Acquired Companies; and (C) Company Option, Company RSU and Company PRSU agreements, in which case only standard forms of such agreements have been Made Available to Parent; provided that, individual agreements materially differing from such forms have also been Made Available to Parent; (ii) the annual report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code, with respect to such Employee Benefit Plan for the three most recent plan years; (iii) in the case of any Foreign Benefit Plan providing for deferred compensation or retirement benefits, any statutory funding requirement having a similar purpose, the most recent annual and periodic accounting of such plan’s assets and the most recent actuarial report; (iv) for U.S. Employee Benefits Plans, the most recent summary plan description, together with each summary of material modifications, if any, and for material Foreign Benefit Plans, the most recent summary of the plan; (v) for U.S. Employee Benefit Plans, the trust, funding agreement, insurance Contract and other documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof, and, for material Foreign Benefit Plans, the trust, funding agreement, insurance Contract and other material documents establishing any funding arrangement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (vi) all material correspondence received in the last three years, if any, to or from any Governmental Body relating to such Employee Benefit Plan; (vii) the most recent determination letter (or opinion letter, if applicable) received from the IRS with respect to each U.S. Employee Benefit Plan intended to be qualified under Section 401(a) of the Code; and (viii) all material government and regulatory approvals received from any foreign Governmental Body with respect to Foreign Benefit Plans. (d) Except as would not result in a material liability to the Acquired Companies (taken as a whole): (i) each of the Employee Benefit Plans is and has been established, operated and administered in accordance with its terms and with applicable Legal Requirements, including ERISA and the Code; (ii) there are no audits, investigations or Legal Proceedings by any Governmental Body and no other actions, suits or claims pending, or, to the knowledge independent contractor of the Company, threatened (other than routine claims for benefitsii) with respect to increase any Employee amount of compensation or benefits otherwise payable under any Company Benefit Plan; , (iii) each Employee Benefit Plan can be amended, terminated or otherwise discontinued after result in the Effective Time in accordance with its terms, without liability to any acceleration of the Acquired Companies (other than ordinary administration expenses); time of payment, funding or vesting of any benefits under any Company Benefit Plan, (iv) no event has occurred and, require any contribution or payment to the knowledge of the Company, no condition exists that would subject fund any Acquired Company, by reason of their affiliation to obligation under any ERISA Affiliate, to any tax, fine, lien, penalty Company Benefit Plan or other liability imposed by ERISA, the Code or other applicable Legal Requirements; and (v) no non-exempt “prohibited transaction,” within limit the meaning of Section 4975 of the Code right to merge, amend or Sections 406 and 407 of ERISA, has occurred with respect to terminate any Employee Company Benefit Plan. Each U.S. Employee Benefit Plan intended to be 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, or may rely upon an opinion letter for a prototype or volume submitter plan, and, to the knowledge of the Company, there has been no event, condition or circumstance that has resulted, or would reasonably be expected to result in, disqualification under the Code. (e) Except as would not result in a material liability to the Acquired Companies (taken as a whole), all contributions, premiums or payments required to be made with respect to any Employee Benefit Plan (other than Foreign Benefit Plans) have been made on or before their due dates. (fi) Neither the execution, delivery or performance execution of this Agreement or Agreement, nor the consummation of the Merger or any of the other Contemplated Transactions (either alone or in combination when combined with another the occurrence of any other event, whether contingent including without limitation, a termination of employment) will result in the receipt or otherwiseretention by any Person who is a “disqualified individual” (within the meaning of Code Section 280G) will: with respect to the Company of any payment or benefit that is or could be characterized as a “parachute payment” (iwithin the meaning of Code Section 280G), determined without regard to the application of Code Section 280G(b)(5). (j) entitle any 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, consultant officer, director, independent contractor or director of any other service provider of the Acquired Companies to Company has any bonus, severance, change in control “gross up” agreements with the Company or other payment right or to assurance of reimbursement by the Company for any increase therein upon any termination of employment or service; (ii) materially increase the benefits payable or provided to, or result in a forgiveness of indebtedness for, any such employee, consultant or director; (iii) accelerate the vesting, funding or time of payment of any compensation, Company Equity Award or any other benefit; (iv) result in any payments Taxes imposed under any Employee Benefit Plan that would not be deductible under Section 280G of the Code); or (v) cause the application of an accelerated or additional tax under Code Section 409A of the Codeor Code Section 4999. (gl) Except as would not result in a material liability to the Acquired Companies (taken as a whole), with respect to each Foreign Benefit Plan, (i) all employer and employee contributions to each Foreign There is no Company Benefit Plan required by applicable Legal Requirement or by the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practices; (ii) the fair market value maintained outside of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient in all material respects to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such Foreign Benefit Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and no transaction shall cause such assets or insurance obligations to be less than such benefit obligations; (iii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is required; and (iv) has been established, administered and operated in all material respects in accordance with its terms and compliance with all applicable Legal RequirementsUnited States. (hm) The Company is not nor has Made Available to Parent a list of all employees of each of the Acquired Companies as of May 28, 2015, which list correctly reflects, in all material respects, their wage or salary, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation, commission or severance arrangements), their dates of employment and their positions, applicable classification, work location by country (or by state, for those located in the U.S.) and current status. (i) None of the Acquired Companies is it ever been a party to, bound by, or has a duty to bargain under, 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 representingsimilar Person representing or, to the Knowledge of the Company, purporting to represent or, to the knowledge of the Company, or seeking to represent any employees of any the Company, including through the filing of the Acquired Companiesa petition for representation election. There is no not and has not been in the past three years, nor is there or has there been in the past three years any threat of, any strike, slowdown, work stoppage, lockout, job actionunion election petition, demand for recognition, or other labor dispute pendingany similar activity or dispute, or or, to the knowledge Knowledge of the Company, threatenedany union organizing activity, as against the Company. No event has occurred, and, to the Knowledge of the date 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 this Agreementany such strike, slowdown, work stoppage, lockout, union election petition, demand for recognition, any similar activity or question concerning representationdispute, by or with respect or, to any of its employees. All the Knowledge of the employees of the Acquired Companies providing services in the United States are “at will” employees and all of the employment contracts of the employees of the Acquired Companies providing services outside the United States are in writing and may be terminated by three months’ notice or less given at Company, any time without giving rise to any claim for contractual severance pay (other than a statutory redundancy payment or statutory or legally required compensation under any applicable Legal Requirements). The Company has Made Available to Parent or its advisors accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and written particulars of employment relating to the employment of the employees of the Acquired Companies (in each case as in effect on the date of this Agreement)union organizing activity. (jn) Each The Company and each of the Acquired Companies: (i) is its Subsidiaries is, and since January 1, 2016 has been, in material compliance in all material respects with all applicable Legal Requirements and any orderLaws respecting labor, ruling, decree, judgment or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, and terms and conditions of employment, wagesincluding worker classification, hours or other labor related mattersdiscrimination, including the WARN Act (in the United States) harassment and other applicable Legal Requirements, judgments and awards relating to discriminationretaliation, equal employment opportunityopportunities, fair employment practices, meal and rest periods, immigration, employee safety and health, payment of wages (including overtime wages), unemployment and hoursworkers’ compensation, labor relations, leave leaves of absence requirementsabsence, and occupational health and safety, wrongful discharge or violation hours of the personal rights of employees, former employees or prospective employees; (ii) except work. Except as would not be reasonably likely to result in a material liability to the Acquired Companies Company, with respect to employees of the Company, each of the Company, since January 1, 2016: (taken as a whole), i) has withheld and reported all amounts required by Law or by agreement or applicable Legal Requirement to be withheld and reported with respect to wages, salaries and other payments payments, benefits, or compensation to any Company Associates; employees, (iiiii) has no material liability is not liable for any arrears of wages (including overtime wages), severance pay or any Taxes or any penalty for failure to comply with any of the foregoing; , and (iviii) has no material liability 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, disability, social security or other benefits or obligations for any current or former employees, consultants or directors employees (other than routine payments to be made in the normal course Ordinary Course of businessBusiness). (k) Except as would not result in a material liability . There are no actions, suits, claims, charges, lawsuits, investigations, audits or administrative matters pending or, to the Acquired Companies (taken as a whole), all individuals who are performing consulting or other services for any of the Acquired Companies were classified correctly as “independent contractors,” “contingent workers,” “third party workers” or “employees,” as required by applicable Legal Requirements. (l) Except as would not result in a material liability to the Acquired Companies, taken as whole, as of the date of this Agreement, there are no Legal Proceedings or labor disputes or grievances pending, or to the knowledge Knowledge of the Company, threatened or reasonably anticipated against the Company relating to any employment contractemployee, wages and hoursapplicant for employment, leave of absence, plant closing notificationconsultant, employment statute or regulation, collective bargaining agreement, work council agreement or Company Benefit Plan (other than routine claims for benefits). (o) Except as would not be reasonably likely to result in a material liability to the Company, with respect to each individual who currently renders services to the Company, the Company has accurately classified each such individual as an employee, independent contractor, or 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. The Company does not have any other labor union contractmaterial liability with respect to any misclassification of: (i) any Person as an independent contractor rather than as an employee, (ii) any employee privacy rightleased from another employer, labor disputeor (iii) any employee currently or formerly classified as exempt from or ineligible for overtime under all applicable Laws. (p) Within the preceding five years, workers’ compensation policy the Company has not implemented any “plant closing” or long-term disability policy“mass layoff” of employees that would reasonably be expected to require notification under the WARN Act or any similar state or local Law, safety no such “plant closing” or discrimination matters involving any former or current employees“mass layoff” will be implemented before the Closing Date without advance notification to and approval of Parent, consultants or directors of any of and there has been no “employment loss” as defined by the Acquired Companies. WARN Act within the ninety (90) days prior to the Closing Date. (q) There is no Legal Proceeding, claim, unfair labor practice charge or other action complaint, labor dispute or grievance pending or, to the knowledge Knowledge of the Company, threatened before against the U.S. Equal Employment Opportunity CommissionCompany relating to labor, any courtemployment, employment practices, or any other Governmental Body with respect to the employment practices terms and conditions of any Acquired Company, other than charges or actions, individually or in the aggregate, that would not (i) prevent or materially delay consummation of the Merger; or (ii) if adversely determined, result in material liability to any Acquired Company. There is no obligation to obtain the consent of any works council or other employee representative body to enter into this Agreement or to consummate the Mergeremployment.