Common use of Employee and Labor Matters Clause in Contracts

Employee and Labor Matters. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees as of the date of this Agreement, including (i) date of hire, (ii) work location, (iii) annual salary or hourly wage rate, as applicable, (iv) bonus, commission and other incentive opportunities (including 2016 bonus and/or commissions), (v) treatment as exempt or non-exempt under the federal Fair Labor Standards Act, (vi) job title, and (vii) status as active, on leave, etc. Each of Seller and its Affiliates, including, without limitation, the Company, and, in each case, with respect to the Business Employees and Former Business Employees, is and has been in material compliance with all applicable Laws respecting labor, employment and employment practices, including, provisions thereof respecting terms and conditions of employment, health and safety, wages and hours, immigration, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, plant closures and layoffs (including the WARN Act, workers compensation, labor relations, employee leave issues and unemployment insurance), and, to the Seller’s and the Company’s knowledge, there is no basis for any material claim alleging a violation with any such Law. With respect to the Business and the Company: (i) there is not and there has not been, any labor strike, work stoppage, walkout, lockout, or labor dispute pending or, to the knowledge of Seller, threatened against Seller or the Company with respect to the Business Employees or Former Business Employees, (ii) to the knowledge of Seller, there is and has been no union organizing activity with respect to, or amongst, the Business Employees or Former Business Employees, (iii) no union or works council or group of Business Employees or Former Business Employees, has made a demand for recognition or filed a petition for an election or certification with the National Labor Relations Board or any other labor relations tribunal or authority relating to Business Employees or Former Business Employees, (iv) there are, and have not been, any pending, or to the knowledge of Seller, threatened material charges against Seller or the Company before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, in either case, with respect to any Business Employees or Former Business Employees, (v) neither Seller nor the Company has received notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct any material investigation, and no such investigation is in progress, in either case, with respect to any Business Employees or Former Business Employees, and (vi) there is no collective bargaining agreement, works council agreement or similar Contract with any labor organization, works council or similar employee representative covering any Business Employee. With respect to the Business and the Company, all Former Business Employees who were terminated from employment since February 9, 2015 have signed a release agreement in favor of the Company. Except as would not result in material Losses for Seller or the Company: (i) the Company and Seller, in either case, with respect to the Business, have paid all material wages, salaries, wage premiums, commissions, bonuses, expense reimbursements, severance, fees, and other compensation that has come due and payable to its current and former Business Employees, Former Business Employees, and any other service providers to the Business, including, contractors, consultants, and other service providers; and (ii) each individual who is providing or since February 9, 2015 has provided services to the Company or to Seller, in either case, for the Business, who is or was classified and treated as an independent contractor, consultant, or other non-employee service provider, is and was properly classified and treated as such for all applicable purposes. Other than those disclosed in Section 3.15 of the Seller Disclosure Schedule, each Business Employee whose primary place of employment is in the United States is an “at will” employee. Other than those disclosed in Section 3.15 of the Seller Disclosure Schedule, there are no written employee handbooks in effect applicable to Seller (with respect to the Business) or the Company. The Business Employees are sufficient in number and skill to allow Purchaser to conduct the Business after the Closing in substantially the same manner as it was conducted by Seller prior to the Closing Date. To the knowledge of Seller, no current Business Employee intends to terminate his or her employment prior to the one (1) year anniversary of the Closing. To the knowledge of Seller, no person is in material violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other material obligation: (i) to Seller (with respect to the Business) or the Company or (ii) with respect to any person who is a current Business Employee or independent contractor providing services to the Business of Seller or the Company, to any third party with respect to such person’s right to be employed or engaged to provide services to the Business by Seller or the Company or to the knowledge or use of trade secrets or proprietary information of the Business. Neither Seller (with respect to the Business) nor the Company has implemented any plant closing or layoff of employees that could implicate the WARN Act, nor are any such actions currently planned, contemplated, or announced. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees who currently have work visas by (i) name, (ii) visa type, (iii) sponsoring entity, and (iv) expiration date, and the transactions contemplated by this Agreement will not affect their ability to continue to work in the Business or for the Company after the Closing Date. Each Business Employee is authorized to work in the jurisdiction in which he or she provides services to the Business.

Employee and Labor Matters. Section 3.15 of the Seller Disclosure (a) Schedule lists all Business Employees ‎5.15(a) sets forth a true, correct and complete listing, as of the date hereof, of this Agreementall employees who are engaged in the Business of the Company (collectively, the “Company Employees”), all individuals performing services for the Company or the Business as independent contractors, and all leased employees (as defined in Section 414(n) of the Code) of the Company or hired in connection with the Business, including each such Person’s name, (or employee ID, if names are anonymized), employing or engaging entity, job title or function and job location (by city, state and country), as well as a true, correct and complete listing of his or her salary, hourly wage or fees payable by Seller for the current and previous three (3) calendar years, as applicable, the amount of all earned incentive compensation paid or payable to such Person as of the date hereof and as of December 31 of the previous three (3) calendar years, the amount of accrued but unused vacation time and/or paid time off, each as of the date hereof and for the previous three (3) calendar years, whether any Company Employee is on an employer-sponsored non-immigrant visa and if so, the type and expiration date, and each Company Employee’s current status (as to (i) date leave of hireabsence status, and (ii) work locationfull time or part time, (iii) annual salary exempt or hourly wage rate, as applicable, nonexempt and (iv) bonus, commission and other incentive opportunities (including 2016 bonus and/or commissionstemporary or permanent status). Except as set forth on Schedule ‎5.15(a), (v) treatment as exempt Seller has not paid or non-exempt under the federal Fair Labor Standards Actpromised to pay any bonuses, (vi) job titlecommissions or incentives to any Company Employee, and (vii) status as activeincluding any officer, on leave, etcmanager or director. Each of Seller and its Affiliates, including, without limitation, Person who provides services to the Company, and, in each case, Company is properly classified with respect to employment status for all purposes, including employment, wage and hour, contractor status, FICA and Medicare Tax contributions and compliance and Tax purposes. Seller is, and since the Business Employees and Former Business EmployeesLookback Date has been, is and has been in material compliance with all Laws applicable Laws respecting laborto Company Employees that relate to the employment of workers, employment and employment practices, including, including provisions thereof respecting terms and conditions relating to the classification of employmentworkers, health and safetywages, wages and hours, immigration, employment discrimination, disability rights or benefits, equal opportunity, affirmative actioncollective bargaining, plant closures immigration, verification of work authorization, health and layoffs safety (including the WARN Act, workers compensation, labor relations, employee leave issues and unemployment insuranceCOVID-19), anddiscrimination, to the Seller’s and the Company’s knowledgeharassment, there is no basis for any material claim alleging a violation with any such Law. With respect to the Business and the Company: (i) there is not and there has not beenretaliation, any labor strike, work stoppage, walkout, lockout, or labor dispute pending or, to the knowledge of Seller, threatened against Seller or the Company with respect to the Business Employees or Former Business Employees, (ii) to the knowledge of Seller, there is and has been no union organizing activity with respect to, or amongst, the Business Employees or Former Business Employees, (iii) no union or works council or group of Business Employees or Former Business Employees, has made a demand for recognition or filed a petition for an election or certification with the National Labor Relations Board or any other labor relations tribunal or authority relating to Business Employees or Former Business Employees, (iv) there are, and have not been, any pending, or to the knowledge of Seller, threatened material charges against Seller or the Company before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, in either case, with respect to any Business Employees or Former Business Employees, (v) neither Seller nor the Company has received notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct any material investigation, and no such investigation is in progress, in either case, with respect to any Business Employees or Former Business Employees, and (vi) there is no collective bargaining agreement, works council agreement or similar Contract with any labor organization, works council or similar employee representative covering any Business Employee. With respect to the Business and the Company, all Former Business Employees who were terminated from employment since February 9, 2015 have signed a release agreement in favor of the Company. Except as would not result in material Losses for Seller or the Company: (i) the Company and Seller, in either case, with respect to the Business, have paid all material wages, salaries, wage premiums, commissions, bonuses, expense reimbursements, severance, fees, and other compensation that has come due and payable to its current and former Business Employees, Former Business Employees, and any other service providers to the Business, including, contractors, consultants, and other service providers; and (ii) each individual who is providing or since February 9, 2015 has provided services to the Company or to Seller, in either case, for the Business, who is or was classified and treated as an independent contractor, consultant, or other non-employee service provider, is and was properly classified and treated as such for all applicable purposes. Other than those disclosed in Section 3.15 of the Seller Disclosure Schedule, each Business Employee whose primary place of employment is in the United States is an “at will” employee. Other than those disclosed in Section 3.15 of the Seller Disclosure Schedule, there are no written employee handbooks in effect applicable to Seller (with respect to the Business) or the Company. The Business Employees are sufficient in number and skill to allow Purchaser to conduct the Business after the Closing in substantially the same manner as it was conducted by Seller prior to the Closing Date. To the knowledge of Seller, no current Business Employee intends to terminate his or her employment prior to the one (1) year anniversary of the Closing. To the knowledge of Seller, no person is in material violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other material obligation: (i) to Seller (with respect to the Business) or the Company or (ii) with respect to any person who is a current Business Employee or independent contractor providing services to the Business of Seller or the Company, to any third party with respect to such person’s right to be employed or engaged to provide services to the Business by Seller or the Company or to the knowledge or use of trade secrets or proprietary information of the Business. Neither Seller (with respect to the Business) nor the Company has implemented any plant closing or layoff of employees that could implicate the WARN Act, nor are any such actions currently planned, contemplated, or announced. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees who currently have work visas by (i) name, (ii) visa type, (iii) sponsoring entity, and (iv) expiration dateleave entitlements, and the transactions contemplated by this Agreement will not affect their ability to continue to work in the Business or for the Company after the Closing Date. Each Business Employee is authorized to work in the jurisdiction in which he or she provides services to the Businesspayment of FICA, Medicare and other Taxes.

Employee and Labor Matters. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees as of the date of this Agreement, including (ia) date of hire, (ii) work location, (iii) annual salary or hourly wage rate, as applicable, (iv) bonus, commission and other incentive opportunities (including 2016 bonus and/or commissions), (v) treatment as exempt or non-exempt under the federal Fair Labor Standards Act, (vi) job title, and (vii) status as active, on leave, etc. Each of Seller and its Affiliates, including, without limitation, the Company, and, in each case, with respect to the Business Employees and Former Business Employees, is and has been in material compliance with all applicable Laws respecting labor, employment and employment practices, including, provisions thereof respecting terms and conditions of employment, health and safety, wages and hours, immigration, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, plant closures and layoffs (including the WARN Act, workers compensation, labor relations, employee leave issues and unemployment insurance), and, to the Seller’s and the Company’s knowledge, there is no basis for any material claim alleging a violation with any such Law. With respect to the Business and the Company: (i) there There is not and there has not been, any labor strike, dispute, work stoppagestoppage or lockout pending, walkout, lockout, or labor dispute pending or, to the knowledge of Seller, threatened threatened, against Seller or the Company with respect to the Business Employees or Former Business Employees, Company; (iib) to the knowledge of Seller, no union organizational campaign is in progress with respect to the employees of the Company and no question concerning representation exists respecting such employees; (c) the Company has not engaged in any unfair labor practice which would reasonably be expected to result in any material liability to the Company; (d) there is and has been no union organizing activity with respect to, unfair labor practice charge or amongst, complaint against the Business Employees or Former Business Employees, (iii) no union or works council or group of Business Employees or Former Business Employees, has made a demand for recognition or filed a petition for an election or certification with the National Labor Relations Board or any other labor relations tribunal or authority relating to Business Employees or Former Business Employees, (iv) there are, and have not been, any Company pending, or or, to the knowledge of Seller, threatened material threatened, before the National Labor Relations Board; (e) there are no pending, or, to the knowledge of Seller, threatened, union grievances against the Company as to which there is a reasonable possibility of adverse determination; (f) there are no pending, or, to the knowledge of Seller, threatened, charges against Seller the Company or any current or former employee of the Company before the Equal Employment Opportunity Commission or any other Governmental Entity state or local agency responsible for the prevention of unlawful employment practices, in either case, with respect to any Business Employees or Former Business Employees, ; (vg) neither Seller nor the Company has received notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws laws to conduct any material investigationan investigation of the Company and, and to the knowledge of Seller, no such investigation is in progress; and (h) neither Seller nor the Company has taken any action in the period of three (3) years prior to the Closing Date 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 the WARN Act or similar state or local law that remains unsatisfied. The Company is in either compliance in all material respects with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to any Business Employees current or Former Business Employeesformer employee, and (vi) there is no collective bargaining agreementconsultant, works council agreement independent contractor or similar Contract with any labor organization, works council or similar employee representative covering any Business Employee. With respect to the Business and the Company, all Former Business Employees who were terminated from employment since February 9, 2015 have signed a release agreement in favor director of the Company. Except as would not result in material Losses for Seller or Company (the Company: “Employees”): (i) has withheld and reported in all material respects all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees; (ii) is not liable in any material respect for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the Company foregoing; and Seller, (iii) is not liable in either caseany material respect for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to the Businessunemployment compensation benefits, have paid all material wages, salaries, wage premiums, commissions, bonuses, expense reimbursements, severance, fees, and other compensation that has come due and payable to its current and former Business Employees, Former Business Employees, and any other service providers to the Business, including, contractors, consultants, and other service providers; and (ii) each individual who is providing or since February 9, 2015 has provided services to the Company or to Seller, in either case, for the Business, who is or was classified and treated as an independent contractor, consultant, social security or other non-employee service provider, is and was properly classified and treated as such benefits or obligations for all applicable purposes. Other employees (other than those disclosed in Section 3.15 of the Seller Disclosure Schedule, each Business Employee whose primary place of employment is routine payments to be made in the United States is an “at will” employeenormal course of business and consistent with past practice). Other than those disclosed in Section 3.15 of the Seller Disclosure Schedule, there There are no written employee handbooks in effect applicable actions, suits, claims or administrative matters pending or, to Seller (with respect to the Business) or the Company. The Business Employees are sufficient in number and skill to allow Purchaser to conduct the Business after the Closing in substantially the same manner as it was conducted by Seller prior to the Closing Date. To the knowledge of Seller, threatened or reasonably anticipated against the Company or any of its Employees relating to any Employee. There are no current Business Employee intends pending or, to terminate his or her employment prior to the one (1) year anniversary of the Closing. To the knowledge of Seller, no person threatened or reasonably anticipated claims or actions against Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The Company is in material violation of any term of any employment not party to a conciliation agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant consent decree or other material obligation: (i) to Seller (agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Business) or Company’s current employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate (ii) other than payment of accrued wages, including accrued vacation, and vested benefits under the Company Benefit Plans). The Company has no material liability with respect to any person who is a current Business Employee or misclassification of: (a) any Person as an independent contractor providing services to the Business of Seller or the Companyrather than as an employee, to (b) any third party with respect to such person’s right to be employed or engaged to provide services to the Business by Seller or the Company or to the knowledge or use of trade secrets or proprietary information of the Business. Neither Seller (with respect to the Business) nor the Company has implemented any plant closing or layoff of employees that could implicate the WARN Act, nor are any such actions currently planned, contemplatedemployee leased from another employer, or announced. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees who (c) any employee currently have work visas by (i) name, (ii) visa type, (iii) sponsoring entity, and (iv) expiration date, and the transactions contemplated by this Agreement will not affect their ability to continue to work in the Business or for the Company after the Closing Date. Each Business Employee is authorized to work in the jurisdiction in which he or she provides services to the Businessformerly classified as exempt from overtime wages.

Employee and Labor Matters. Section 3.15 None of the Seller Disclosure Schedule lists all Business Employees as Companies or the Subsidiaries is a party to any collective bargaining or other labor union Contract applicable to Persons employed by it, no collective bargaining agreement is being negotiated by any of the date of this Agreement, including (i) date of hire, (ii) work location, (iii) annual salary Companies or hourly wage rate, as applicable, (iv) bonus, commission and other incentive opportunities (including 2016 bonus and/or commissions), (v) treatment as exempt or non-exempt under the federal Fair Labor Standards Act, (vi) job title, and (vii) status as active, on leave, etc. Each of Seller and its Affiliates, including, without limitation, the CompanySubsidiaries, and, in each case, with respect to the Business Employees Knowledge of the Companies, there are no activities or proceedings of any labor union to organize any of the employees of any of the Companies or the Subsidiaries. Except as set forth in Section 3.18 of the Company Disclosure Schedule, (a) each of the Companies and Former Business Employees, the Subsidiaries is and has been in compliance in all material compliance respects with all applicable Laws respecting labor, relating to employment and employment practices, includingwages, provisions thereof respecting hours, occupational safety, health standards, severance payments, equal opportunity, payment of social security, national insurance and other Taxes, and terms and conditions of employment, health and safety, wages and hours, immigration, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, plant closures and layoffs (including the WARN Act, workers compensation, labor relations, employee leave issues and unemployment insurance), and, to the Seller’s and the Company’s knowledge, there is no basis for any material claim alleging a violation with any such Law. With respect to the Business and the Company: (ib) there is not and there has not been, any labor strike, work stoppage, walkout, lockout, or labor dispute pending or, to the knowledge of Seller, threatened against Seller or the Company are no charges with respect to the Business Employees or Former Business Employees, (ii) to the knowledge of Seller, there is and has been no union organizing activity with respect to, or amongst, the Business Employees or Former Business Employees, (iii) no union or works council or group of Business Employees or Former Business Employees, has made a demand for recognition or filed a petition for an election or certification with the National Labor Relations Board or any other labor relations tribunal or authority relating to Business Employees any of the Companies or Former Business Employees, (iv) there are, and have not been, any the Subsidiaries pending, or to the knowledge Knowledge of Sellerthe Companies, threatened material charges against Seller by or the Company before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful or discriminatory employment practices or unfair labor practices, in either case, with respect to any Business Employees or Former Business Employees, (v) neither Seller nor the Company has received notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct any material investigation, and no such investigation is in progress, in either case, with respect to any Business Employees or Former Business Employees, and (vic) there is no collective bargaining agreementstrike, works council agreement work stoppage, work slowdown, lockout, picketing, concerted refusal to work overtime, or other similar Contract with any labor organizationactivity pending or, works council or similar employee representative covering any Business Employee. With respect to the Business Knowledge of the Companies, threatened against or involving any of the Companies or the Subsidiaries currently or within the last three years. All sums due for employee, consultant and independent contractor compensation and benefits, including pension and severance benefits, and all vacation time owing to any employees of any of the Companies or the Subsidiaries have been duly and adequately accrued on the accounting records of the Companies and the Company, all Former Business Employees who were terminated from employment since February 9, 2015 have signed a release agreement in favor of the CompanySubsidiaries. Except as to the extent a failure to correctly characterize or treat would not result in material Losses for Seller liability to any of the Companies or the Company: (i) Subsidiaries, all individuals characterized and treated by any of the Company and Seller, in either case, with respect Companies or the Subsidiaries as consultants or independent contractors are properly treated as independent contractors under all applicable Laws. Except to the Business, have paid all extent a failure to correctly classify would not result in material wages, salaries, wage premiums, commissions, bonuses, expense reimbursements, severance, fees, and other compensation that has come due and payable liability to its current and former Business Employees, Former Business Employees, and any other service providers to the Business, including, contractors, consultants, and other service providers; and (ii) each individual who is providing or since February 9, 2015 has provided services to the Company or to Seller, in either case, for the Business, who is or was classified and treated as an independent contractor, consultant, or other non-employee service provider, is and was properly classified and treated as such for all applicable purposes. Other than those disclosed in Section 3.15 of the Seller Disclosure ScheduleCompanies or the Subsidiaries, each Business Employee whose primary place all employees of employment is in the United States is an “at will” employee. Other than those disclosed in Section 3.15 any of the Seller Disclosure Schedule, there are no written employee handbooks in effect applicable to Seller (with respect to the Business) Companies or the Company. The Business Employees Subsidiaries classified as exempt under the Fair Labor Standards Act and state and local wage and hour Laws are sufficient in number and skill to allow Purchaser to conduct the Business after the Closing in substantially the same manner as it was conducted by Seller prior to the Closing Date. To the knowledge of Seller, no current Business Employee intends to terminate his or her employment prior to the one (1) year anniversary of the Closing. To the knowledge of Seller, no person is in material violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other material obligation: (i) to Seller (with respect to the Business) or the Company or (ii) with respect to any person who is a current Business Employee or independent contractor providing services to the Business of Seller or the Company, to any third party with respect to such person’s right to be employed or engaged to provide services to the Business by Seller or the Company or to the knowledge or use of trade secrets or proprietary information of the Business. Neither Seller (with respect to the Business) nor the Company has implemented any plant closing or layoff of employees that could implicate the WARN Act, nor are any such actions currently planned, contemplated, or announced. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees who currently have work visas by (i) name, (ii) visa type, (iii) sponsoring entity, and (iv) expiration date, and the transactions contemplated by this Agreement will not affect their ability to continue to work in the Business or for the Company after the Closing Date. Each Business Employee is authorized to work in the jurisdiction in which he or she provides services to the Businessproperly classified.

Employee and Labor Matters. Section 3.15 Neither the Companies nor any -------------------------- of the Seller Disclosure Schedule lists all Business Employees as Company Subsidiaries is a party to any collective bargaining or other labor union contract applicable to persons employed by them, no collective bargaining agreement is being negotiated by the Companies or any of the Company Subsidiaries, and none of Seller, the Companies or the Company Subsidiaries knows of any activities or proceedings of any labor union to organize any of the employees of the Companies and the Company Subsidiaries. As of the date of this Agreementhereof, including (i) date of hire, (ii) work location, (iii) annual salary or hourly wage rate, as applicable, (iv) bonus, commission the Companies and other incentive opportunities (including 2016 bonus and/or commissions), (v) treatment as exempt or non-exempt under the federal Fair Labor Standards Act, (vi) job title, and (vii) status as active, on leave, etc. Each of Seller and its Affiliates, including, without limitation, the Company, and, Company Subsidiaries are in each case, with respect to the Business Employees and Former Business Employees, is and has been compliance in all material compliance respects with all applicable Laws respecting labor, laws relating to employment and employment practices, includingwages, provisions thereof respecting hours, and terms and conditions of employment, health and safety, wages and hours, immigration, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, plant closures and layoffs (including the WARN Act, workers compensation, labor relations, employee leave issues and unemployment insurance), and, to the Seller’s and the Company’s knowledge, there is no basis for any material claim alleging a violation with any such Law. With respect to the Business and the Company: (iii) there is not and there has not been, any labor strike, work stoppage, walkout, lockout, or labor dispute pending or, to the knowledge of Seller, threatened against Seller or the Company are no material charges with respect to the Business Employees or Former Business Employees, (ii) relating to the knowledge of Seller, there is and has been no union organizing activity with respect to, or amongst, the Business Employees or Former Business Employees, (iii) no union or works council or group of Business Employees or Former Business Employees, has made a demand for recognition or filed a petition for an election or certification with the National Labor Relations Board Companies or any other labor relations tribunal or authority relating to Business Employees or Former Business Employees, (iv) there are, and have not been, any pending, or to the knowledge of Seller, threatened material charges against Seller or the Company Subsidiaries pending before the Equal Employment Opportunity Commission or any other Governmental Entity state, local or foreign agency responsible for the prevention of unlawful employment practices, in either case, with respect to any Business Employees or Former Business Employees, (v) neither Seller nor the Company has received notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct any material investigation, and no such investigation is in progress, in either case, with respect to any Business Employees or Former Business Employees, and (viiii) there is no collective bargaining agreementlabor dispute, works council agreement strike or similar Contract work stoppage against the Companies or the Company Subsidiaries, pending or, to Seller's knowledge, threatened which may interfere with any labor organization, works council or similar employee representative covering any Business Employee. With respect to the Business business activities of the Companies and the CompanyCompany Subsidiaries taken as a whole, all Former Business Employees who were terminated from employment since February 9except where such non-compliance, 2015 charge, dispute, strike or work stoppage would not have signed a release agreement in favor Material Adverse Effect. As of the Company. Except as would not result in material Losses for Seller or the Company: (i) the Company and Sellerdate hereof, in either case, with respect to the Business, have paid all material wages, salaries, wage premiums, commissions, bonuses, expense reimbursements, severance, fees, and other compensation that has come due and payable to its current and former Business Employees, Former Business Employees, and any other service providers to the Business, including, contractors, consultants, and other service providers; and (ii) each individual who is providing or since February 9, 2015 has provided services to the Company or to Seller, in either case, for the Business, who is or was classified and treated as an independent contractor, consultant, or other non-employee service provider, is and was properly classified and treated as such for all applicable purposes. Other than those disclosed in Section 3.15 of the Seller Disclosure Schedule, each Business Employee whose primary place of employment is in the United States is an “at will” employee. Other than those disclosed in Section 3.15 of the Seller Disclosure Schedule, there are no written employee handbooks in effect applicable to Seller (with respect to the Business) or the Company. The Business Employees are sufficient in number and skill to allow Purchaser to conduct the Business after the Closing in substantially the same manner as it was conducted by Seller prior to the Closing Date. To the knowledge of Seller, no current Business Employee intends to terminate his neither the Companies and the Company Subsidiaries nor their respective representatives or her employment prior to employees has committed any unfair labor practices in connection with the one (1) year anniversary operation of the Closing. To business of the knowledge of SellerCompanies and the Company Subsidiaries, and there is no person is in material violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant charge or other material obligation: (i) to Seller (with respect to complaint against the Business) Companies or the Company Subsidiaries, by the National Labor Relations Board or (ii) with respect to any person who is comparable state agency pending or threatened in writing, except where such unfair labor practice, charge or complaint would not have a current Business Employee or independent contractor providing services to the Business of Seller or the Company, to any third party with respect to such person’s right to be employed or engaged to provide services to the Business by Seller or the Company or to the knowledge or use of trade secrets or proprietary information of the Business. Neither Seller (with respect to the Business) nor the Company has implemented any plant closing or layoff of employees that could implicate the WARN Act, nor are any such actions currently planned, contemplated, or announced. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees who currently have work visas by (i) name, (ii) visa type, (iii) sponsoring entity, and (iv) expiration date, and the transactions contemplated by this Agreement will not affect their ability to continue to work in the Business or for the Company after the Closing Date. Each Business Employee is authorized to work in the jurisdiction in which he or she provides services to the BusinessMaterial Adverse Effect.

Employee and Labor Matters. Section 3.15 There is no pending or, to the Knowledge of the Seller Disclosure Schedule lists all Business Employees as of the date of this Agreement, including (i) date of hire, (ii) work location, (iii) annual salary or hourly wage rate, as applicable, (iv) bonus, commission and other incentive opportunities (including 2016 bonus and/or commissions), (v) treatment as exempt or non-exempt under the federal Fair Labor Standards Act, (vi) job title, and (vii) status as active, on leave, etc. Each of Seller and its Affiliates, including, without limitation, the Company, andthreatened, in each casepicketing, labor strike, walk-out, slowdown, work stoppage or lockout with respect to the Business Employees Company or any Company Subsidiary, and Former Business Employees, is and there has been no such actions since the Lookback Date. Neither the Company nor any of the Company Subsidiaries have engaged in any unfair labor practice or are subject to any unfair labor practice charges against the Company or any Company Subsidiary before the National Labor Relations Board, the Equal Employment Opportunity Commission or any similar state, local or foreign Governmental Authority responsible for the prevention of unlawful employment practices. Except as set forth on Schedule 5.15, to the Knowledge of the Company, there is no effort currently being made or threatened by, or on behalf of, any Labor Union to organize any employees of the Company or any Company Subsidiary, and there has been no such effort since the Lookback Date and no demand for recognition of any employees of the Company or any Company Subsidiary has been made by, or on behalf of, any Labor Union since the Lookback Date. Except as set forth in Schedule 5.15, no employee of the Company or any Company Subsidiary is represented by a Labor Union with respect to that employee’s work for the Company or any Company Subsidiary and neither the Company nor any of the Company Subsidiaries is a party to or bound by any collective bargaining agreement or similar labor agreement with a Labor Union. The Company and the Company Subsidiaries are, and since the Lookback Date have been, in material compliance with all applicable Laws respecting labor, employment and employment practices, including, provisions thereof respecting practices and terms and conditions of employment, including any provision relating to wages (including minimum wage and overtime), hours of work, child labor, withholdings and deductions, classification and payment of employees, independent contractors, and consultants, employment equity, nondiscrimination, non-harassment and non-retaliation in employment, overtime pay, occupational health and safety, wages worker’s compensation and hours, immigration, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, plant closures and layoffs (including . To the WARN Act, workers compensation, labor relations, employee leave issues and unemployment insurance), and, to the Seller’s and Knowledge of the Company’s knowledge, there no current executive, key employee or substantial group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary within the twelve (12) month period following the date hereof. There is no basis for any material claim alleging a violation with any such Law. With respect to not, and since the Business and the Company: (i) there is not and Lookback Date there has not been, any labor strike, work stoppage, walkout, lockout, or labor dispute material Action pending (or, to the knowledge Knowledge of Sellerthe Company, threatened against Seller threatened) by or the Company before any Governmental Authority with respect to the Business Employees or Former Business Employees, (ii) to the knowledge of Seller, there is and has been no union organizing activity with respect to, or amongst, the Business Employees or Former Business Employees, (iii) no union or works council or group of Business Employees or Former Business Employees, has made a demand for recognition or filed a petition for an election or certification with the National Labor Relations Board Company or any other labor relations tribunal or authority relating to Business Employees or Former Business Employees, (iv) there are, and have not been, any pending, or to the knowledge of Seller, threatened material charges against Seller or the Company before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, in either case, with respect to any Business Employees or Former Business Employees, (v) neither Seller nor the Company has received notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct any material investigation, and no such investigation is in progress, in either case, with respect to any Business Employees or Former Business Employees, and (vi) there is no collective bargaining agreement, works council agreement or similar Contract with any labor organization, works council or similar employee representative covering any Business Employee. With respect to the Business and the Company, all Former Business Employees who were terminated from employment since February 9, 2015 have signed a release agreement in favor of the Company. Except as would not result in material Losses for Seller or the Company: Subsidiary (i) the Company and Seller, in either case, with respect to the Business, have paid all material wages, salaries, wage premiums, commissions, bonuses, expense reimbursements, severance, fees, and other compensation that has come due and payable to its current and former Business Employees, Former Business Employees, and any other service providers to the Business, including, contractors, consultants, and other service providers; and (ii) each individual who is providing or since February 9, 2015 has provided services to the Company or to Seller, in either case, for the Business, who is or was classified and treated as an independent contractor, consultant, or other nonconcerning employment-employee service provider, is and was properly classified and treated as such for all applicable purposes. Other than those disclosed in Section 3.15 of the Seller Disclosure Schedule, each Business Employee whose primary place of employment is in the United States is an “at will” employee. Other than those disclosed in Section 3.15 of the Seller Disclosure Schedule, there are no written employee handbooks in effect applicable to Seller (with respect to the Business) or the Company. The Business Employees are sufficient in number and skill to allow Purchaser to conduct the Business after the Closing in substantially the same manner as it was conducted by Seller prior to the Closing Date. To the knowledge of Seller, no current Business Employee intends to terminate his or her employment prior to the one (1) year anniversary of the Closing. To the knowledge of Seller, no person is in material violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other material obligation: (i) to Seller (with respect to the Business) or the Company related matters or (ii) with respect to brought by any person who is a current Business Employee or former applicant, employee or independent contractor providing services to the Business of Seller or the Company, to any third party with respect to such person’s right to be employed or engaged to provide services to the Business by Seller or the Company or to the knowledge or use of trade secrets or proprietary information of the Business. Neither Seller (with respect to the Business) nor the any Company has implemented any plant closing or layoff of employees that could implicate the WARN Act, nor are any such actions currently planned, contemplated, or announced. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees who currently have work visas by (i) name, (ii) visa type, (iii) sponsoring entity, and (iv) expiration date, and the transactions contemplated by this Agreement will not affect their ability to continue to work in the Business or for the Company after the Closing Date. Each Business Employee is authorized to work in the jurisdiction in which he or she provides services to the BusinessSubsidiary.

Employee and Labor Matters. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees as of the date of this Agreement, including (i) date of hire, (ii) work location, (iii) annual salary or hourly wage rate, as applicable, (iv) bonus, commission and other incentive opportunities (including 2016 bonus and/or commissions), (v) treatment as exempt or non-exempt under the federal Fair Labor Standards Act, (vi) job title, and (vii) status as active, on leave, etc. Each of Seller and its Affiliates, including, without limitation, the Company, and, in each case, with respect to the Business Employees and Former Business Employees, is and has been in material compliance with all applicable Laws respecting labor, employment and employment practices, including, provisions thereof respecting terms and conditions of employment, health and safety, wages and hours, immigration, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, plant closures and layoffs (including the WARN Act, workers compensation, labor relations, employee leave issues and unemployment insurance), and, to the Seller’s and the Company’s knowledge, there is no basis for any material claim alleging a violation with any such Law. With respect to the Business and the Company: (i) there is not and there has not been, any labor strike, work stoppage, walkout, lockout, or labor dispute pending or, to the knowledge of Seller, threatened against Seller or the Company with respect to the Business Employees or Former Business Employees, (ii) to the knowledge of Seller, there is and has been no union organizing activity with respect toWITH RESPECT TO, or amongstOR AMONGST, the Business Employees or Former Business EmployeesTHE BUSINESS EMPLOYEES OR FORMER BUSINESS EMPLOYEES, (iiiIII) no union or works council or group of Business Employees or Former Business EmployeesNO UNION OR WORKS COUNCIL OR GROUP OF BUSINESS EMPLOYEES OR FORMER BUSINESS EMPLOYEES, has made a demand for recognition or filed a petition for an election or certification with the National Labor Relations Board or any other labor relations tribunal or authority relating to Business Employees or Former Business EmployeesHAS MADE A DEMAND FOR RECOGNITION OR FILED A PETITION FOR AN ELECTION OR CERTIFICATION WITH THE NATIONAL LABOR RELATIONS BOARD OR ANY OTHER LABOR RELATIONS TRIBUNAL OR AUTHORITY RELATING TO BUSINESS EMPLOYEES OR FORMER BUSINESS EMPLOYEES, (ivIV) there areTHERE ARE, and have not beenAND HAVE NOT BEEN, any pendingANY PENDING, or to the knowledge of SellerOR TO THE KNOWLEDGE OF SELLER, threatened material charges against Seller or the Company before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practicesTHREATENED MATERIAL CHARGES AGAINST SELLER OR THE COMPANY BEFORE THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR ANY OTHER GOVERNMENTAL ENTITY RESPONSIBLE FOR THE PREVENTION OF UNLAWFUL EMPLOYMENT PRACTICES, in either caseIN EITHER CASE, with respect to any Business Employees or Former Business EmployeesWITH RESPECT TO ANY BUSINESS EMPLOYEES OR FORMER BUSINESS EMPLOYEES, (vV) neither Seller nor the Company has received notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct any material investigationNEITHER SELLER NOR THE COMPANY HAS RECEIVED NOTICE OF THE INTENT OF ANY GOVERNMENTAL ENTITY RESPONSIBLE FOR THE ENFORCEMENT OF LABOR OR EMPLOYMENT LAWS TO CONDUCT ANY MATERIAL INVESTIGATION, and no such investigation is in progressAND NO SUCH INVESTIGATION IS IN PROGRESS, in either caseIN EITHER CASE, with respect to any Business Employees or Former Business EmployeesWITH RESPECT TO ANY BUSINESS EMPLOYEES OR FORMER BUSINESS EMPLOYEES, and AND (viVI) there is no collective bargaining agreementTHERE IS NO COLLECTIVE BARGAINING AGREEMENT, works council agreement or similar Contract with any labor organizationWORKS COUNCIL AGREEMENT OR SIMILAR CONTRACT WITH ANY LABOR ORGANIZATION, works council or similar employee representative covering any Business EmployeeWORKS COUNCIL OR SIMILAR EMPLOYEE REPRESENTATIVE COVERING ANY BUSINESS EMPLOYEE. With respect to the Business and the CompanyWITH RESPECT TO THE BUSINESS AND THE COMPANY, all Former Business Employees who were terminated from employment since February ALL FORMER BUSINESS EMPLOYEES WHO WERE TERMINATED FROM EMPLOYMENT SINCE FEBRUARY 9, 2015 have signed a release agreement in favor of the CompanyHAVE SIGNED A RELEASE AGREEMENT IN FAVOR OF THE COMPANY. Except as would not result in material Losses for Seller or the CompanyEXCEPT AS WOULD NOT RESULT IN MATERIAL LOSSES FOR SELLER OR THE COMPANY: (iI) the Company and SellerTHE COMPANY AND SELLER, in either caseIN EITHER CASE, with respect to the BusinessWITH RESPECT TO THE BUSINESS, have paid all material wagesHAVE PAID ALL MATERIAL WAGES, salariesSALARIES, wage premiumsWAGE PREMIUMS, commissionsCOMMISSIONS, bonusesBONUSES, expense reimbursementsEXPENSE REIMBURSEMENTS, severanceSEVERANCE, feesFEES, and other compensation that has come due and payable to its current and former Business EmployeesAND OTHER COMPENSATION THAT HAS COME DUE AND PAYABLE TO ITS CURRENT AND FORMER BUSINESS EMPLOYEES, Former Business EmployeesFORMER BUSINESS EMPLOYEES, and any other service providers to the BusinessAND ANY OTHER SERVICE PROVIDERS TO THE BUSINESS, includingINCLUDING, contractorsCONTRACTORS, consultantsCONSULTANTS, and other service providersAND OTHER SERVICE PROVIDERS; and AND (iiII) each individual who is providing or since February EACH INDIVIDUAL WHO IS PROVIDING OR SINCE FEBRUARY 9, 2015 has provided services to the Company or to SellerHAS PROVIDED SERVICES TO THE COMPANY OR TO SELLER, in either caseIN EITHER CASE, for the BusinessFOR THE BUSINESS, who is or was classified and treated as an independent contractorWHO IS OR WAS CLASSIFIED AND TREATED AS AN INDEPENDENT CONTRACTOR, consultantCONSULTANT, or other nonOR OTHER NON-employee service providerEMPLOYEE SERVICE PROVIDER, is and was properly classified and treated as such for all applicable purposesIS AND WAS PROPERLY CLASSIFIED AND TREATED AS SUCH FOR ALL APPLICABLE PURPOSES. Other than those disclosed in OTHER THAN THOSE DISCLOSED IN Section 3.15 of the Seller Disclosure Schedule, each Business Employee whose primary place of employment is in the United States is an “at will” employee. Other than those disclosed in Section 3.15 of the Seller Disclosure Schedule, there are no written employee handbooks in effect applicable to Seller (with respect to the Business) or the Company. The Business Employees are sufficient in number and skill to allow Purchaser to conduct the Business after the Closing in substantially the same manner as it was conducted by Seller prior to the Closing Date. To the knowledge of Seller, no current Business Employee intends to terminate his or her employment prior to the one (1) year anniversary of the Closing. To the knowledge of Seller, no person is in material violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other material obligation: (i) to Seller (with respect to the Business) or the Company or (ii) with respect to any person who is a current Business Employee or independent contractor providing services to the Business of Seller or the Company, to any third party with respect to such person’s right to be employed or engaged to provide services to the Business by Seller or the Company or to the knowledge or use of trade secrets or proprietary information of the Business. Neither Seller (with respect to the Business) nor the Company has implemented any plant closing or layoff of employees that could implicate the WARN Act, nor are any such actions currently planned, contemplated, or announced. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees who currently have work visas by (i) name, (ii) visa type, (iii) sponsoring entity, and (iv) expiration date, and the transactions contemplated by this Agreement will not affect their ability to continue to work in the Business or for the Company after the Closing DateAGREEMENT WILL NOT AFFECT THEIR ABILITY TO CONTINUE TO WORK IN THE BUSINESS OR FOR THE COMPANY AFTER THE CLOSING DATE. Each EACH Business Employee is authorized to work in the jurisdiction in which he or she provides services to the Business.

Employee and Labor Matters. Set forth on Section 3.15 2.20 of the Seller Disclosure Schedule lists is a list of all Business Employees as current employees of the date of this Agreement, Company (including (i) date of hire, applicable base salary or wage, any bonus obligations, domicile, immigration status, time-off balance and an indication of the existence, if any, of a signed assignment of invention agreement), and a list of the names and titles of all employees whose employment terminated since January 1, 2005 and the reasons therefor. The Company is not a party to any collective bargaining or other labor union contract applicable to persons employed by it, no collective bargaining agreement is being negotiated by the Company, and the Sellers do not Know of any activities or proceedings of any labor union to organize any of its employees. There has not been since January 1, 2004, and there is not presently pending or existing, and to the Knowledge of the Sellers there is not threatened, (i) any strike, slowdown, picketing, work stoppage, or employee grievance process generally, (ii) work locationany proceeding against or affecting the Company relating to an alleged violation of the National Labor Relations Act, or (iii) annual salary or hourly wage rateany application for certification of a collective bargaining agent. There is no lockout of any employees and, as applicableto the Knowledge of the Sellers, no such action is threatened by the Company. The Company has materially complied with and each is in material compliance with all Laws relating to employment and employment practices, terms and conditions of employment, employment of aliens, employment of individuals with disabilities (iv) bonus, commission and other incentive opportunities (including 2016 bonus and/or commissions), (v) treatment as exempt or non-exempt under the federal Fair Labor Standards Act, (vi) job title, and (vii) status as active, on leave, etc. Each of Seller and its Affiliates, including, without limitation, the Companyrequirements of the Americans With Disabilities Act), andequal employment opportunity, in each casenondiscrimination, with respect to harassment, immigration, wages, hours, benefits, collective bargaining, the Business Employees payment of social security and Former Business Employeessimilar Taxes, is and has been in material compliance with all applicable Laws respecting labor, employment and employment practices, including, provisions thereof respecting terms and conditions of employment, occupational health and safety, wages and hours, immigration, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, plant closures closings and layoffs (including the WARN Act, workers compensation, labor relations, employee leave issues and unemployment insurance), and, to the Seller’s and the Company’s knowledge, there is no basis for any material claim alleging a violation with any such Law. With respect to the Business and the Company: (i) there is not and there engaged in any illegal or unfair labor or employment practice. The Company has not been, violated the Worker Adjustment and Retraining Notification Act or any labor strike, work stoppage, walkout, lockout, similar state or labor dispute local Laws. There are no pending or, to the knowledge Knowledge of Sellerthe Sellers, threatened against Seller threatened, controversies, grievances or claims by any employee or former employee of the Company with respect to his or her employment or any compensation or benefits incident thereto, including, but not limited to, claims of sexual harassment, unlawful discrimination or claims arising under workers' compensation laws. To the Business Employees Knowledge of the Sellers, no employee of the Company intends to resign or Former Business Employeesseek other employment by reason of the Contemplated Transactions, (ii) to the knowledge of Seller, there is and or has been no union organizing activity with respect toconvicted of any felony or drug-related criminal offense. To the Knowledge of the Sellers, or amongstall sums due for employee compensation and benefits, the Business Employees or Former Business Employees, (iii) no union or works council or group of Business Employees or Former Business Employees, has made a demand for recognition or filed a petition for an election or certification with the National Labor Relations Board or any other labor relations tribunal or authority relating to Business Employees or Former Business Employees, (iv) there areincluding pension and severance benefits, and have not been, any pending, or to the knowledge of Seller, threatened material charges against Seller or the Company before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, in either case, with respect all vacation time owing to any Business Employees or Former Business Employees, (v) neither Seller nor employees of the Company has received notice of been duly and adequately accrued in all material respects on the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct any material investigation, and no such investigation is in progress, in either case, with respect to any Business Employees or Former Business Employees, and (vi) there is no collective bargaining agreement, works council agreement or similar Contract with any labor organization, works council or similar employee representative covering any Business Employee. With respect to the Business and the Company, all Former Business Employees who were terminated from employment since February 9, 2015 have signed a release agreement in favor accounting records of the Company. Except as would not result in material Losses for Seller or To the Company: (i) the Company and Seller, in either case, with respect to the Business, have paid all material wages, salaries, wage premiums, commissions, bonuses, expense reimbursements, severance, fees, and other compensation that has come due and payable to its current and former Business Employees, Former Business Employees, and any other service providers to the Business, including, contractors, consultants, and other service providers; and (ii) each individual who is providing or since February 9, 2015 has provided services to the Company or to Seller, in either case, for the Business, who is or was classified and treated as an independent contractor, consultant, or other non-employee service provider, is and was properly classified and treated as such for all applicable purposes. Other than those disclosed in Section 3.15 Knowledge of the Seller Disclosure ScheduleSellers, each Business Employee whose primary place all Taxes due in connection with the employment of employment is foreign residents in the United States is an “at will” employee. Other than those disclosed in Section 3.15 of the Seller Disclosure Schedule, there are no written employee handbooks in effect applicable to Seller (with respect to the Business) or the Company. The Business Employees are sufficient in number and skill to allow Purchaser to conduct the Business after the Closing in substantially the same manner as it was conducted by Seller prior to the Closing Date. To the knowledge of Seller, no current Business Employee intends to terminate his or her employment prior to the one (1) year anniversary of the Closing. To the knowledge of Seller, no person is in material violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other material obligation: (i) to Seller (with respect to the Business) or the Company or (ii) with respect to any person who is a current Business Employee or independent contractor providing services to the Business of Seller or the Company, to any third party with respect to such person’s right to be employed or engaged to provide services to the Business by Seller or the Company or to the knowledge or use of trade secrets or proprietary information of the Business. Neither Seller (with respect to the Business) nor the Company has implemented any plant closing or layoff of employees that could implicate the WARN Act, nor are any such actions currently planned, contemplated, or announced. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees who currently have work visas by (i) name, (ii) visa type, (iii) sponsoring entity, and (iv) expiration date, and the transactions contemplated by this Agreement will not affect their ability to continue to work in the Business or for the Company after the Closing Date. Each Business Employee is authorized to work in the jurisdiction in which he or she provides services to the Businessbeen fully paid.

Employee and Labor Matters. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees as of the date of this Agreement, including (i) date of hire, (ii) work location, (iii) annual salary or hourly wage rate, as applicable, (iv) bonus, commission and other incentive opportunities (including 2016 bonus and/or commissions), (v) treatment as exempt or non-exempt under the federal Fair Labor Standards Act, (vi) job title, and (vii) status as active, on leave, etc. Each of Seller and its Affiliates, including, without limitation, the Company, and, in each case, with respect to the Business Employees and Former Business Employees, is and has been in material compliance with all applicable Laws respecting labor, employment and employment practices, including, provisions thereof respecting terms and conditions of employment, health and safety, wages and hours, immigration, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, plant closures and layoffs (including the WARN Act, workers compensation, labor relations, employee leave issues and unemployment insurance), and, to the Seller’s and the Company’s knowledge, there is no basis for any material claim alleging a violation with any such Law. With respect to the Business and the Company: Business Employees, (ia) there is not not, and since January 1, 2007 there has not been, any material labor strike, work stoppagestoppage or lockout pending, walkout, lockout, or labor dispute pending or, to the knowledge of Seller, threatened threatened, against Seller Seller, any Selling Affiliate or the Company with respect to the Business Employees or Former Business Employeesany Transferred Entity, (iib) to the knowledge of Seller, there no material union organizational campaign is in progress and has been no union organizing activity with respect to, or amongst, the Business Employees or Former question concerning representation exists respecting such Business Employees, (iiic) there are no union or works council or group of Business Employees or Former Business Employeespending material charges against Seller, has made a demand for recognition or filed a petition for an election or certification with the National Labor Relations Board any Selling Affiliate or any other labor relations tribunal Transferred Entity or authority relating to any Business Employees Employee or Former Business Employees, (iv) there are, and have not been, any pending, or to the knowledge former employee of Seller, threatened material charges against Seller any Selling Affiliate or the Company any Transferred Entity before the Equal Employment Opportunity Commission or any state, local or foreign agency or other Governmental Entity responsible for the prevention of unlawful employment practices, in either case, with respect to any Business Employees or Former Business Employees, (vd) neither Seller nor the Company has not received written notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws laws to conduct any material investigationinvestigation and, and to the knowledge of Seller, no such investigation is in progress, (e) Seller, the Selling Affiliates and the Transferred Entities are, and since January 1, 2007 have been, in either casecompliance with all labor and employment Laws, with respect rules and regulations applicable to Seller’s, any Selling Affiliate’s or any Transferred Entity’s Business or any Business Employees Employee, including those relating to wages, hours, affirmative action, workplace safety or Former Business Employeeshealth, immigration, drug testing, equal employment opportunity, retaliation, whistleblowers and discrimination in employment, except for instances of noncompliance that, individually or in the aggregate, would not be reasonably likely to have a Seller Material Adverse Effect, (vif) there is no collective bargaining agreementunfair labor practice charge or complaint against Seller, works council agreement any Selling Affiliate or similar Contract with any labor organizationTransferred Entity in respect of Seller, works council any Selling Affiliate or similar employee representative covering any Transferred Entities’ Business Employee. With respect pending or, to the Business and knowledge of Seller, threatened before the CompanyNational Labor Relations Board, all Former Business Employees who were terminated from employment since February 9any state or foreign labor relations board or any court or tribunal, 2015 have signed a release agreement except for any such charge or complaint that, individually or in favor of the Company. Except as aggregate, would not result in material Losses for be reasonably likely to have a Seller or the Company: Material Adverse Effect, (ig) the Company and Seller, in either case, with respect to the Business, have paid all material wages, salaries, wage premiums, commissions, bonuses, expense reimbursements, severance, fees, and other compensation that has come due and payable to its current and former Business Employees, Former Business Employees, and any other service providers to the Business, including, contractors, consultants, and other service providers; and (ii) each individual who is providing or since February 9, 2015 has provided services to the Company or to Seller, in either case, for the Business, who is or was classified and treated except as an independent contractor, consultant, or other non-employee service provider, is and was properly classified and treated as such for all applicable purposes. Other than those disclosed set forth in Section 3.15 of the Seller Disclosure Schedule, each Business Employee whose primary place of employment is in the United States is an “at will” employee. Other than those disclosed in Section 3.15 4.18 of the Seller Disclosure Schedule, there are no written employee handbooks in effect applicable pending, or to Seller (with respect to the Business) or the Company. The Business Employees are sufficient in number and skill to allow Purchaser to conduct the Business after the Closing in substantially the same manner as it was conducted by Seller prior to the Closing Date. To the knowledge of Seller, no current threatened actions, arbitrations, administrative proceedings, charges, complaints or investigations that (A) in any way affect or arise out of the operations of the Business Employee intends or against or affecting a Transferred Entity or any of its properties, assets or rights or any Acquired Assets, (B) involve the labor or employment relations of Seller, any Selling Affiliate or any Transferred Entity, and (C) individually or in the aggregate, have had or would reasonably be likely to terminate his have a Seller Material Adverse Effect, and (h) none of Seller, any Selling Affiliate or her any Transferred Entity has been affected by any transaction or engaged in mass layoffs or employment prior terminations sufficient in number to trigger application of WARN or any similar foreign, state or local Law during the last one (1) year anniversary year, and none of the Closing. To Business Employees has suffered an “employment loss” (as defined in WARN and any similar Law) during the knowledge of Seller, no person is in material violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other material obligation: six (i6) to Seller (with respect months prior to the Business) or the Company or (ii) with respect to any person who is a current Business Employee or independent contractor providing services to the Business of Seller or the Company, to any third party with respect to such person’s right to be employed or engaged to provide services to the Business by Seller or the Company or to the knowledge or use of trade secrets or proprietary information of the Business. Neither Seller (with respect to the Business) nor the Company has implemented any plant closing or layoff of employees that could implicate the WARN Act, nor are any such actions currently planned, contemplated, or announced. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees who currently have work visas by (i) name, (ii) visa type, (iii) sponsoring entity, and (iv) expiration date, and the transactions contemplated by this Agreement will not affect their ability to continue to work in the Business or for the Company after the Closing Date. Each Business Employee is authorized to work in the jurisdiction in which he or she provides services to the Businessdate hereof.

Employee and Labor Matters. Except as set forth in Section 3.15 3.20 of the Seller Disclosure Schedule lists all Business Employees as of (a) the date of this Agreement, including (i) date of hire, (ii) work location, (iii) annual salary or hourly wage rate, as applicable, (iv) bonus, commission and other incentive opportunities (including 2016 bonus and/or commissions), (v) treatment as exempt or non-exempt under the federal Fair Labor Standards Act, (vi) job title, and (vii) status as active, on leave, etc. Each of Seller Company and its Affiliates, including, without limitation, the Company, and, in each case, with respect to the Business Employees and Former Business Employees, is and has been Subsidiaries are in material compliance with all applicable Laws respecting labor, regarding employment and employment practices, including, provisions thereof respecting terms and conditions of employment, health and safety, wages and hours, immigration, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, plant closures and layoffs ; (including the WARN Act, workers compensation, labor relations, employee leave issues and unemployment insurance), and, b) to the Seller’s and the Company’s knowledgeSellers’ Knowledge, there is no basis for unfair labor practice charge or complaint against the Company or any material claim alleging a violation with any such Law. With respect to of its Subsidiaries pending before the Business and the Company: National Labor Relations Board; (ic) there is not and there has not been, any no labor strike, slowdown, work stoppagestoppage or lockout in effect or, walkoutto the Sellers’ Knowledge, lockoutthreatened against the Company or any of its Subsidiaries, and the Company and its Subsidiaries have not experienced any such labor strike, slowdown, work stoppage or labor dispute lockout since the date that is three (3) years prior to the date hereof; (d) there is no charge or complaint pending or, to the knowledge of SellerSellers’ Knowledge, threatened against Seller or the Company with respect to the Business Employees or Former Business Employees, (ii) to the knowledge of Seller, there is and has been no union organizing activity with respect to, or amongst, the Business Employees or Former Business Employees, (iii) no union or works council or group of Business Employees or Former Business Employees, has made a demand for recognition or filed a petition for an election or certification with the National Labor Relations Board or any other labor relations tribunal or authority relating to Business Employees or Former Business Employees, (iv) there are, and have not been, any pending, or to the knowledge of Seller, threatened material charges against Seller or the Company its Subsidiaries before the Equal Employment Opportunity Commission or any other Governmental Entity similar state, local or foreign agency responsible for the prevention of unlawful employment practices; (e) neither the Company nor any of its Subsidiaries is party to, in either caseor otherwise bound by, any consent decree with, or citation by, any Governmental Authority with respect to employees or employment practices; (f) the Company and its Subsidiaries will not have any Business Employees obligation under any Company Benefit Plan or Former Business Employeesseverance policy, agreement, plan or program as a result of the transactions contemplated hereunder; (vg) neither Seller nor the Company has received notice nor any of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct any material investigation, and no such investigation its Subsidiaries is in progress, in either case, with respect a party to any Business Employees or Former Business Employees, and (vi) there is no collective bargaining agreement, works council agreement or similar Contract ; and (h) the Company and its Subsidiaries are in compliance in all material respects with any labor organization, works council or similar employee representative covering any Business Employee. With respect their respective obligations pursuant to the Business Worker Adjustment and the Company, all Former Business Employees who were terminated from employment since February 9, 2015 have signed a release agreement in favor Retraining Notification Act of 1988 (“WARN Act”). Section 3.20 of the Company. Except as would not result in material Losses for Seller or the Company: Disclosure Schedules sets forth (i) the Company name and Seller, in either case, with respect to the Business, have paid all material wages, salaries, wage premiums, commissions, bonuses, expense reimbursements, severance, fees, current annual salary (or rate of pay) and other compensation that has come due now payable by the Company and payable its Subsidiaries to each officer, employee, independent contractor or consultant of the Company and its current and former Business EmployeesSubsidiaries whose annual compensation is in excess of $250,000, Former Business Employees, and any other service providers to the Business, including, contractors, consultants, and other service providers; and (ii) any material increase to become effective after the date of this Agreement in the total compensation or rate of total compensation payable by the Company or any Subsidiary to each individual who is providing listed pursuant to clause (i), and (iii) all presently outstanding loans and advances (other than routine travel and expense advances to be repaid or since February 9formally accounted for within 60 days) made by the Company or any Subsidiary to, 2015 has provided services or made to the Company or to Sellerany Subsidiary by, in either caseany director, for the Businessofficer, who is employee, independent contractor or was classified and treated as an independent contractor, consultant, or other non-employee service provider, is and was properly classified and treated as such for all applicable purposes. Other than those disclosed in Section 3.15 consultant of the Seller Disclosure Schedule, each Business Employee whose primary place of employment is in the United States is an “at will” employee. Other than those disclosed in Section 3.15 of the Seller Disclosure Schedule, there are no written employee handbooks in effect applicable to Seller (with respect to the Business) or the Company. The Business Employees are sufficient in number and skill to allow Purchaser to conduct the Business after the Closing in substantially the same manner as it was conducted by Seller prior to the Closing Date. To the knowledge of Seller, no current Business Employee intends to terminate his or her employment prior to the one (1) year anniversary of the Closing. To the knowledge of Seller, no person is in material violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other material obligation: (i) to Seller (with respect to the Business) or the Company or (ii) with respect to any person who is a current Business Employee or independent contractor providing services to the Business of Seller or the Company, to any third party with respect to such person’s right to be employed or engaged to provide services to the Business by Seller or the Company or to the knowledge or use of trade secrets or proprietary information of the Business. Neither Seller (with respect to the Business) nor the Company has implemented any plant closing or layoff of employees that could implicate the WARN Act, nor are any such actions currently planned, contemplated, or announced. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees who currently have work visas by (i) name, (ii) visa type, (iii) sponsoring entity, and (iv) expiration date, and the transactions contemplated by this Agreement will not affect their ability to continue to work in the Business or for the Company after the Closing Date. Each Business Employee is authorized to work in the jurisdiction in which he or she provides services to the BusinessSubsidiary.

Employee and Labor Matters. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees as of the date of this Agreement, including (ia) date of hire, (ii) work location, (iii) annual salary or hourly wage rate, as applicable, (iv) bonus, commission and other incentive opportunities (including 2016 bonus and/or commissions), (v) treatment as exempt or non-exempt under the federal Fair Labor Standards Act, (vi) job title, and (vii) status as active, on leave, etc. Each of Seller and its Affiliates, including, without limitation, the Company, and, in each case, with respect to the Business Employees and Former Business Employees, is and has been in material compliance with all applicable Laws respecting labor, employment and employment practices, including, provisions thereof respecting terms and conditions of employment, health and safety, wages and hours, immigration, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, plant closures and layoffs (including the WARN Act, workers compensation, labor relations, employee leave issues and unemployment insurance), and, to the Seller’s and the Company’s knowledge, there is no basis for any material claim alleging a violation with any such Law. With respect to the Business and the Company: (i) there There is not and there has not been, any labor strike, work stoppage, walkout, lockout, or labor dispute pending or, to the knowledge of Seller, threatened against Seller threatened, any labor strike, walk-out, slowdown, work stoppage or the Company lockout with respect to the Business Employees or Former Business EmployeesSBBC System, (iib) Seller has not received written notice of any unfair labor practice charges against Seller with respect to the SBBC System that are pending before the National Labor Relations Board or any similar state, local or foreign Governmental Authority and (c) Seller has not received written notice of any pending or in progress and, to the knowledge of Seller, there is and has been are no union organizing activity threatened in writing, Actions in connection with Seller with respect to, or amongst, the Business Employees or Former Business Employees, (iii) no union or works council or group of Business Employees or Former Business Employees, has made a demand for recognition or filed a petition for an election or certification with the National Labor Relations Board or any other labor relations tribunal or authority relating to Business Employees or Former Business Employees, (iv) there are, and have not been, any pending, or to the knowledge of Seller, threatened material charges against Seller or the Company SBBC System before the Equal Employment Opportunity Commission or any other similar state, local or foreign Governmental Entity Authority responsible for the prevention of unlawful employment practices. Schedule 5.14 sets forth any employment, in either caseretention, with respect to severance or related agreements providing for any Business Employees or Former Business Employeeschange-in-control, (v) neither Seller nor the Company has received notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct any material investigationtransaction bonus, and no such investigation is in progress, in either case, with respect to any Business Employees or Former Business Employees, and (vi) there is no collective bargaining agreement, works council agreement retention or similar Contract provisions that may be implicated in connection with any labor organization, works council or similar employee representative covering any Business Employeethe transactions contemplated by this Agreement. With respect to the Business SBBC System, Seller (A) is in compliance in all material respects with all applicable Laws, agreements and contracts relating to the CompanySBBC System Employees, workplace practices, and terms and conditions of employment with or retention by Seller, including all Former Business Employees who were terminated from such Laws, agreements and contracts relating to wages, hours, collective bargaining, employment since February 9discrimination, 2015 have signed a release agreement in favor of the Company. Except immigration, disability, civil rights, fair labor standards, occupational safety and health, workers' compensation, pay equity and wrongful discharge, and (B) has timely obtained or prepared and, if applicable, filed all appropriate forms (including United States Citizenship and Immigration Services Form I-9) required by any relevant Law or Governmental Authority, except as would not result have a Material Adverse Effect. With respect to the SBBC System, Seller properly classifies in all material Losses for respects all applicable Persons as employees, independent contractors, leased employees or as persons exempt from overtime pay. Seller or has provided to Purchaser a complete and correct list of all SBBC System Employees who work on campuses of the Company: (i) Schools which sets forth the Company and Seller, in either case, following information with respect to each: (1) name; (2) title or position; (3) hire date; (4) current annual or hourly base compensation rate; (5) active or inactive status and, if applicable, the Business, have paid all material wages, salaries, wage premiums, commissions, bonuses, expense reimbursements, severance, fees, and other compensation that has come due and payable to its current and former Business Employees, Former Business Employees, and any other service providers to the Business, including, contractors, consultants, and other service providersreason for inactive status; (6) full-time or part-time status; (7) exempt or non-exempt status; (8) employment location; and (ii) each individual who is providing or since February 9, 2015 has provided services 8) to the Company or to Seller, in either case, for the Business, who is or was classified and treated as an independent contractor, consultant, or other non-employee service provider, is and was properly classified and treated as such for all applicable purposes. Other than those disclosed in Section 3.15 of the Seller Disclosure Schedule, each Business Employee whose primary place of employment is in the United States is an “at will” employee. Other than those disclosed in Section 3.15 of the Seller Disclosure Schedule, there are no written employee handbooks in effect applicable to Seller (with respect to the Business) or the Company. The Business Employees are sufficient in number and skill to allow Purchaser to conduct the Business after the Closing in substantially the same manner as it was conducted by Seller prior to the Closing Date. To the knowledge of Seller, no current Business Employee intends to terminate his or her employment prior to the one (1) year anniversary of the Closing. To the knowledge of Seller, no person is in material violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other material obligation: (i) to Seller (with respect to the Business) or the Company or (ii) with respect to any person who is a current Business Employee or independent contractor providing services to the Business of Seller or the Company, to any third party with respect to such person’s right to be employed or engaged to provide services to the Business by Seller or the Company or to the knowledge or use of trade secrets or proprietary information of the Business. Neither Seller (with respect to the Business) nor the Company has implemented any plant closing or layoff of employees that could implicate the WARN Act, nor are any such actions currently planned, contemplated, or announced. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees who currently have work visas by (i) name, (ii) visa type, (iii) sponsoring entity, and (iv) expiration date, and the transactions contemplated by this Agreement will not affect their ability to continue to work in the Business or for the Company after the Closing Date. Each Business Employee is authorized to work in the jurisdiction in which he or she provides services to the Businessunion affiliation.

Employee and Labor Matters. Except as set forth in Section 3.15 2.20 of the Seller Disclosure Schedule lists all Business Employees as of (a) the date of this Agreement, including (i) date of hire, (ii) work location, (iii) annual salary or hourly wage rate, as applicable, (iv) bonus, commission and other incentive opportunities (including 2016 bonus and/or commissions), (v) treatment as exempt or non-exempt under the federal Fair Labor Standards Act, (vi) job title, and (vii) status as active, on leave, etc. Each of Seller Company and its Affiliates, including, without limitation, the Company, and, in each case, with respect to the Business Employees and Former Business Employees, is and has been Subsidiaries are in material compliance with all applicable Laws respecting labor, regarding employment and employment practices, including, provisions thereof respecting terms and conditions of employment, health and safety, wages and hours, immigration, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, plant closures and layoffs ; (including the WARN Act, workers compensation, labor relations, employee leave issues and unemployment insurance), and, b) to the Seller’s and the Company’s knowledgeKnowledge, there is no basis for unfair labor practice charge or complaint against the Company or any material claim alleging a violation with any such Law. With respect to of its Subsidiaries pending before the Business and the Company: National Labor Relations Board; (ic) there is not and there has not been, any no labor strike, slowdown, work stoppagestoppage or lockout in effect or, walkoutto the Company’s Knowledge, lockoutthreatened against the Company or any of its Subsidiaries, and the Company and its Subsidiaries have not experienced any such labor strike, slowdown, work stoppage or labor dispute lockout since the date that is three (3) years prior to the date hereof; (d) there is no charge or complaint pending or, to the knowledge of SellerCompany’s Knowledge, threatened against Seller or the Company with respect to the Business Employees or Former Business Employees, (ii) to the knowledge of Seller, there is and has been no union organizing activity with respect to, or amongst, the Business Employees or Former Business Employees, (iii) no union or works council or group of Business Employees or Former Business Employees, has made a demand for recognition or filed a petition for an election or certification with the National Labor Relations Board or any other labor relations tribunal or authority relating to Business Employees or Former Business Employees, (iv) there are, and have not been, any pending, or to the knowledge of Seller, threatened material charges against Seller or the Company its Subsidiaries before the Equal Employment Opportunity Commission or any other Governmental Entity similar state, local or foreign agency responsible for the prevention of unlawful employment practices; (e) neither the Company nor any of its Subsidiaries is party to, in either caseor otherwise bound by, any consent decree with, or citation by, any Governmental Authority with respect to employees or employment practices; (f) the Company and its ERISA Affiliates will not have any Business Employees obligation for any change in control, severance or Former Business Employeessimilar payments or benefits under any Company Benefit Plan or severance policy, agreement, plan or program as a result of the transactions contemplated hereunder; (vg) neither Seller nor the Company has received notice nor any of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct any material investigation, and no such investigation its Subsidiaries is in progress, in either case, with respect a party to any Business Employees or Former Business Employees, and (vi) there is no collective bargaining agreement, works council agreement or similar Contract ; and (h) the Company and its Subsidiaries are in compliance in all material respects with any labor organization, works council or similar employee representative covering any Business Employee. With respect their respective obligations pursuant to the Business Worker Adjustment and the Company, all Former Business Employees who were terminated from employment since February 9, 2015 have signed a release agreement in favor Retraining Notification Act of 1988 (“WARN Act”). Section 2.20 of the Company. Except as would not result in material Losses for Seller or the Company: Disclosure Schedule sets forth (i) the Company name and Seller, in either case, with respect to the Business, have paid all material wages, salaries, wage premiums, commissions, bonuses, expense reimbursements, severance, fees, current annual salary (or rate of pay) and other compensation that has come due now payable by the Company and payable its Subsidiaries to each officer, employee, independent contractor or consultant of the Company and its current and former Business EmployeesSubsidiaries whose annual compensation is in excess of $250,000, Former Business Employees, and any other service providers to the Business, including, contractors, consultants, and other service providers; and (ii) any material increase to become effective after the date of this Agreement in the total compensation or rate of total compensation payable by the Company or any Subsidiary to each individual who is providing listed pursuant to clause (i), and (iii) all presently outstanding loans and advances (other than routine travel and expense advances to be repaid or since February 9formally accounted for within 60 days) made by the Company or any Subsidiary to, 2015 has provided services or made to the Company or to Sellerany Subsidiary by, in either caseany director, for the Businessofficer, who is employee, independent contractor or was classified and treated as an independent contractor, consultant, or other non-employee service provider, is and was properly classified and treated as such for all applicable purposes. Other than those disclosed in Section 3.15 consultant of the Seller Disclosure Schedule, each Business Employee whose primary place of employment is in the United States is an “at will” employee. Other than those disclosed in Section 3.15 of the Seller Disclosure Schedule, there are no written employee handbooks in effect applicable to Seller (with respect to the Business) or the Company. The Business Employees are sufficient in number and skill to allow Purchaser to conduct the Business after the Closing in substantially the same manner as it was conducted by Seller prior to the Closing Date. To the knowledge of Seller, no current Business Employee intends to terminate his or her employment prior to the one (1) year anniversary of the Closing. To the knowledge of Seller, no person is in material violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other material obligation: (i) to Seller (with respect to the Business) or the Company or (ii) with respect to any person who is a current Business Employee or independent contractor providing services to the Business of Seller or the Company, to any third party with respect to such person’s right to be employed or engaged to provide services to the Business by Seller or the Company or to the knowledge or use of trade secrets or proprietary information of the Business. Neither Seller (with respect to the Business) nor the Company has implemented any plant closing or layoff of employees that could implicate the WARN Act, nor are any such actions currently planned, contemplated, or announced. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees who currently have work visas by (i) name, (ii) visa type, (iii) sponsoring entity, and (iv) expiration date, and the transactions contemplated by this Agreement will not affect their ability to continue to work in the Business or for the Company after the Closing Date. Each Business Employee is authorized to work in the jurisdiction in which he or she provides services to the BusinessSubsidiary.

Employee and Labor Matters. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees as of the date of this Agreement, including (a) (i) date of hire, (ii) work location, (iii) annual salary or hourly wage rate, as applicable, (iv) bonus, commission and other incentive opportunities (including 2016 bonus and/or commissions), (v) treatment as exempt or non-exempt under the federal Fair Labor Standards Act, (vi) job titleThere is not, and (vii) status as activesince January 1, on leave, etc. Each of Seller and its Affiliates, including, without limitation, the Company, and, in each case, with respect to the Business Employees and Former Business Employees, is and has been in material compliance with all applicable Laws respecting labor, employment and employment practices, including, provisions thereof respecting terms and conditions of employment, health and safety, wages and hours, immigration, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, plant closures and layoffs (including the WARN Act, workers compensation, labor relations, employee leave issues and unemployment insurance), and, to the Seller’s and the Company’s knowledge, there is no basis for any material claim alleging a violation with any such Law. With respect to the Business and the Company: (i) there is not and 2015 there has not been, any labor strike, dispute, work stoppage, walkoutslowdown, employee protest, picketing, lockout, or other labor dispute pending pending, or, to the knowledge Knowledge of SellerSellers and the Companies, threatened threatened, against Seller the Companies or the any Company with respect to the Business Employees or Former Business Employees, Subsidiary; (ii) to the knowledge Knowledge of Sellerthe Sellers and the Companies, there is not, and since January 1, 2015 there has been no union organizing activity with respect tonot been, any labor organization or amongst, employee association representing or purporting to represent any employee of the Business Employees Companies or Former Business Employees, any Company Subsidiary; (iii) no union neither the Companies nor any Company Subsidiary is, or works council or group of Business Employees or Former Business Employeessince January 1, 2015, has made a demand for recognition been engaged in any unfair labor practice in any material respect; (iv) there are not any unfair labor practice charges or filed a petition for an election complaints against the Companies or certification with any Company Subsidiary pending, or, to the Knowledge of the Sellers and the Companies, threatened, by or before the National Labor Relations Board Board; (v) there are not any pending, or, to the Knowledge of the Sellers and the Companies, threatened in writing, union grievances or arbitration against the Companies or any Company Subsidiary; (vi) there are not any pending, or, to the Knowledge of the Sellers and the Companies, threatened, charges, suits, or other Proceedings by or before any Governmental Entity related to employment or employment practices, terms and conditions of employment, harassment, worker classification, wages, hours of work, withholding, immigration, collective bargaining, occupational safety and health, or any other labor relations tribunal or authority relating to Business Employees employment matter, against the Companies or Former Business Employees, any Company Subsidiary or involving any of their current or former employees; (ivvii) there are, and have not been, any pending, or to none of the knowledge of Seller, threatened material charges against Seller Companies or the Company before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, in either case, with respect to any Business Employees or Former Business Employees, (v) neither Seller nor the Company Subsidiaries has received notice any written or, to the Knowledge of the Sellers, other communication since January 1, 2015 of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation or audit of or affecting the Companies or any material investigationCompany Subsidiary and, to the Knowledge of the Sellers and the Companies, no such investigation or audit is in progress, in either case, with respect to any Business Employees or Former Business Employees, and (vi) there is no collective bargaining agreement, works council agreement or similar Contract with any labor organization, works council or similar employee representative covering any Business Employee. With respect to the Business and the Company, all Former Business Employees who were terminated from employment since February 9, 2015 have signed a release agreement in favor of the Company. Except as would not result in material Losses for Seller or the Company: (i) the Company and Seller, in either case, with respect to the Business, have paid all material wages, salaries, wage premiums, commissions, bonuses, expense reimbursements, severance, fees, and other compensation that has come due and payable to its current and former Business Employees, Former Business Employees, and any other service providers to the Business, including, contractors, consultants, and other service providers; and (iiviii) the Companies and each individual who Company Subsidiary is providing or since February 9, 2015 has provided services to the Company or to Seller, in either case, for the Business, who is or was classified and treated as an independent contractor, consultant, or other non-employee service provider, is and was properly classified and treated as such for compliance in all material respects with all applicable purposes. Other than those disclosed in Section 3.15 Laws respecting employment and employment practices, terms and conditions of the Seller Disclosure Scheduleemployment, each Business Employee whose primary place worker classification, wages, hours of employment is in the United States is an “at will” employee. Other than those disclosed in Section 3.15 of the Seller Disclosure Schedulework, there are no written employee handbooks in effect applicable to Seller (with respect to the Business) or the Company. The Business Employees are sufficient in number and skill to allow Purchaser to conduct the Business after the Closing in substantially the same manner as it was conducted by Seller prior to the Closing Date. To the knowledge of Sellerwithholding, no current Business Employee intends to terminate his or her employment prior to the one (1) year anniversary of the Closing. To the knowledge of Sellerimmigration, no person is in material violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other material obligation: (i) to Seller (with respect to the Business) or the Company or (ii) with respect to any person who is a current Business Employee or independent contractor providing services to the Business of Seller or the Company, to any third party with respect to such person’s right to be employed or engaged to provide services to the Business by Seller or the Company or to the knowledge or use of trade secrets or proprietary information of the Business. Neither Seller (with respect to the Business) nor the Company has implemented any plant closing or layoff of employees that could implicate the WARN Act, nor are any such actions currently planned, contemplated, or announced. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees who currently have work visas by (i) name, (ii) visa type, (iii) sponsoring entitycollective bargaining, and (iv) expiration date, occupational safety and the transactions contemplated by this Agreement will not affect their ability to continue to work in the Business or for the Company after the Closing Date. Each Business Employee is authorized to work in the jurisdiction in which he or she provides services to the Businesshealth.

Employee and Labor Matters. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees as of the date of this Agreement, including (ia) date of hire, (ii) work location, (iii) annual salary or hourly wage rate, as applicable, (iv) bonus, commission and other incentive opportunities (including 2016 bonus and/or commissions), (v) treatment as exempt or non-exempt under the federal Fair Labor Standards Act, (vi) job title, and (vii) status as active, on leave, etc. Each of Seller and its Affiliates, including, without limitation, the Company, and, in each case, with respect to the Business Employees and Former Business Employees, is and has been in material compliance with all applicable Laws respecting labor, employment and employment practices, including, provisions thereof respecting terms and conditions of employment, health and safety, wages and hours, immigration, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, plant closures and layoffs (including the WARN Act, workers compensation, labor relations, employee leave issues and unemployment insurance), and, to the Seller’s and the Company’s knowledge, there is no basis for any material claim alleging a violation with any such Law. With respect to the Business and the Company: (i) there There is not and since June 18, 2014 there has not been, any labor strike, dispute, work stoppagestoppage or lockout pending, walkout, lockout, or labor dispute pending or, to the knowledge of Seller, threatened threatened, against Seller or the Company with respect to the Business Employees or Former Business Employees, any Company Subsidiary; (iib) to the knowledge of Seller, there is and has been no union organizing activity organizational campaign has occurred since June 18, 2014 with respect to, or amongst, to the Business Employees or Former Business Employees, (iii) no union or works council or group employees of Business Employees or Former Business Employees, has made a demand for recognition or filed a petition for an election or certification with the National Labor Relations Board Company or any other labor relations tribunal Company Subsidiary and no question concerning representation exists or authority relating to Business Employees or Former Business Employees, has existed since such date respecting such employees; (ivc) there areis, and have not since June 18, 2014 there has been, any no unfair labor practice charge or complaint against the Company or the Company Subsidiaries pending, or or, to the knowledge of Seller, threatened threatened, before the National Labor Relations Board; (d) there are, and since June 18, 2014 there have been, no pending, or, to the knowledge of Seller, threatened, material union grievances against the Company or any of the Company Subsidiaries; (e) there are, and since June 18, 2014 there have been, no pending, or, to the knowledge of Seller, threatened, charges against Seller or the Company or any of the Company Subsidiaries or any of their respective current or former employees before the Equal Employment Opportunity Commission or any other Governmental Entity state or local agency responsible for the prevention of unlawful employment practices, in either case, with respect to any Business Employees or Former Business Employees, ; and (vf) neither Seller nor the Company has received written notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws laws to conduct an investigation of the Company or any material investigationCompany Subsidiary and, and to the knowledge of Seller, no such investigation is in progress. The Company and each Company Subsidiary is, and since June 18, 2014, has remained in either casecompliance in all material respects with all applicable statutes, laws, ordinances, rules, orders and regulations of any Governmental Entity pertaining to employment and employment practices. Neither the Company nor any Company Subsidiary has any outstanding liability under the federal Worker Adjustment and Retraining Notification Act, or any similar applicable state or local law, with respect to any Business Employees or Former Business Employeesemployee layoffs implemented since June 18, and (vi) there is no collective bargaining agreement, works council agreement or similar Contract with any labor organization, works council or similar employee representative covering any Business Employee. With respect to the Business and the Company, all Former Business Employees who were terminated from employment since February 9, 2015 have signed a release agreement in favor of the Company2014. Except as would not result in material Losses for Seller or the Company: (i) the Company and Seller, in either case, with respect to the Business, have paid all material wages, salaries, wage premiums, commissions, bonuses, expense reimbursements, severance, fees, and other compensation that has come due and payable to its current and former Business Employees, Former Business Employees, and any other service providers to the Business, including, contractors, consultants, and other service providers; and (ii) each individual who is providing or since February 9, 2015 has provided services to the Company or to Seller, in either case, for the Business, who is or was classified and treated as an independent contractor, consultant, or other non-employee service provider, is and was properly classified and treated as such for all applicable purposes. Other than those disclosed set forth in Section 3.15 4.18 of the Seller Disclosure Schedule, each Business Employee whose primary place neither the Company nor any Company Subsidiary has terminated the employment of employment is in the United States is an “at will” employee. Other than those disclosed in Section 3.15 any employee within 90 days of the Seller Disclosure Schedule, there are no written employee handbooks in effect applicable to Seller (with respect to the Business) or the Company. The Business Employees are sufficient in number and skill to allow Purchaser to conduct the Business after the Closing in substantially the same manner as it was conducted by Seller prior to the Closing Date. To the knowledge of Seller, no current Business Employee intends to terminate his or her employment prior to the one (1) year anniversary of the Closing. To the knowledge of Seller, no person is in material violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other material obligation: (i) to Seller (with respect to the Business) or the Company or (ii) with respect to any person who is a current Business Employee or independent contractor providing services to the Business of Seller or the Company, to any third party with respect to such person’s right to be employed or engaged to provide services to the Business by Seller or the Company or to the knowledge or use of trade secrets or proprietary information of the Business. Neither Seller (with respect to the Business) nor the Company has implemented any plant closing or layoff of employees that could implicate the WARN Act, nor are any such actions currently planned, contemplated, or announced. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees who currently have work visas by (i) name, (ii) visa type, (iii) sponsoring entity, and (iv) expiration date, and the transactions contemplated by this Agreement will not affect their ability to continue to work in the Business or for the Company after the Closing Date. Each Business Employee is authorized to work in the jurisdiction in which he or she provides services to the Businessdate hereof.

Employee and Labor Matters. Section 3.15 None of the Seller Disclosure Schedule lists all Business Employees as Company or the Subsidiaries is a party to any collective bargaining or other labor union Contract applicable to Persons employed by it, no collective bargaining agreement is being negotiated by any of the date Company or the Subsidiaries, and, to the Knowledge of this Agreement, including (i) date of hire, (ii) work location, (iii) annual salary or hourly wage rate, as applicable, (iv) bonus, commission and other incentive opportunities (including 2016 bonus and/or commissions), (v) treatment as exempt or non-exempt under the federal Fair Labor Standards Act, (vi) job title, and (vii) status as active, on leave, etc. Each of Seller and its Affiliates, including, without limitation, the Company, andthere are no activities or proceedings of any labor union to organize any of the employees of any of the Company or the Subsidiaries. Except as set forth in Section 3.18 of the Company Disclosure Schedule, (a) each of the Company and the Subsidiaries is in each case, with respect to the Business Employees and Former Business Employees, is and has been compliance in all material compliance respects with all applicable Laws respecting labor, relating to employment and employment practices, includingwages, provisions thereof respecting hours, occupational safety, health standards, severance payments, equal opportunity, payment of social security, national insurance and other Taxes, and terms and conditions of employment, health and safety, wages and hours, immigration, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, plant closures and layoffs (including the WARN Act, workers compensation, labor relations, employee leave issues and unemployment insurance), and, to the Seller’s and the Company’s knowledge, there is no basis for any material claim alleging a violation with any such Law. With respect to the Business and the Company: (ib) there is not and there has not been, any labor strike, work stoppage, walkout, lockout, or labor dispute pending or, to the knowledge of Seller, threatened against Seller or the Company are no charges with respect to the Business Employees or Former Business Employees, (ii) to the knowledge of Seller, there is and has been no union organizing activity with respect to, or amongst, the Business Employees or Former Business Employees, (iii) no union or works council or group of Business Employees or Former Business Employees, has made a demand for recognition or filed a petition for an election or certification with the National Labor Relations Board or any other labor relations tribunal or authority relating to Business Employees any of the Company or Former Business Employees, (iv) there are, and have not been, any the Subsidiaries pending, or to the knowledge Knowledge of Sellerthe Company, threatened material charges against Seller by or the Company before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful or discriminatory employment practices or unfair labor practices, in either case, with respect to any Business Employees or Former Business Employees, (v) neither Seller nor the Company has received notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct any material investigation, and no such investigation is in progress, in either case, with respect to any Business Employees or Former Business Employees, and (vic) there is no collective bargaining agreementstrike, works council agreement work stoppage, work slowdown, lockout, picketing, concerted refusal to work overtime, or other similar Contract with any labor organizationactivity pending or, works council or similar employee representative covering any Business Employee. With respect to the Business Knowledge of the Company, threatened against or involving any of the Company or the Subsidiaries currently or within the last three years. All sums due for employee, consultant and independent contractor compensation and benefits, including pension and severance benefits, and all vacation time owing to any employees of any of the Company or the Subsidiaries have been duly and adequately accrued on the accounting records of the Company and the Subsidiaries. To the Knowledge of the Company, all Former Business Employees who were terminated from employment since February 9, 2015 have signed a release agreement in favor (x) individuals characterized and treated by any of the Company. Except as would not result in material Losses for Seller or the Company: (i) the Company and Seller, in either case, with respect to the Business, have paid all material wages, salaries, wage premiums, commissions, bonuses, expense reimbursements, severance, fees, and other compensation that has come due and payable to its current and former Business Employees, Former Business Employees, and any other service providers to the Business, including, contractors, consultants, and other service providers; and (ii) each individual who is providing or since February 9, 2015 has provided services to the Company or to Seller, in either case, for the Business, who is Subsidiaries as consultants or was classified and independent contractors are properly treated as an independent contractor, consultant, or other non-employee service provider, is and was properly classified and treated as such for contractors under all applicable purposes. Other than those disclosed in Section 3.15 of the Seller Disclosure ScheduleLaws, each Business Employee whose primary place of employment is in the United States is an “at will” employee. Other than those disclosed in Section 3.15 of the Seller Disclosure Schedule, there are no written employee handbooks in effect applicable to Seller and (with respect to the Businessy) or the Company. The Business Employees are sufficient in number and skill to allow Purchaser to conduct the Business after the Closing in substantially the same manner as it was conducted by Seller prior to the Closing Date. To the knowledge of Seller, no current Business Employee intends to terminate his or her employment prior to the one (1) year anniversary of the Closing. To the knowledge of Seller, no person is in material violation employees of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other material obligation: (i) to Seller (with respect to the Business) or the Company or (ii) with respect to any person who is a current Business Employee or independent contractor providing services to the Business of Seller or Subsidiaries classified as exempt under the Company, to any third party with respect to such person’s right to be employed or engaged to provide services to the Business by Seller or the Company or to the knowledge or use of trade secrets or proprietary information of the Business. Neither Seller (with respect to the Business) nor the Company has implemented any plant closing or layoff of employees that could implicate the WARN Act, nor Fair Labor Standards Act and state and local wage and hour Laws are any such actions currently planned, contemplated, or announced. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees who currently have work visas by (i) name, (ii) visa type, (iii) sponsoring entity, and (iv) expiration date, and the transactions contemplated by this Agreement will not affect their ability to continue to work in the Business or for the Company after the Closing Date. Each Business Employee is authorized to work in the jurisdiction in which he or she provides services to the Businessproperly classified.