Common use of Employee Benefit Matters Clause in Contracts

Employee Benefit Matters. (a) Prior to the date hereof, the Company has made available to Buyer true and correct copies of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity or other equity, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, manager, retiree, independent contractor or consultant of each such Company or any spouse or dependent of such individual, or under which the Company or any of their ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (each, a “Benefit Plan”). (b) Each Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities to Buyer Parties, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (c) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority. (d) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or fees.

Employee Benefit Matters. (ai) Prior to the date hereof, the The Company has made available to Buyer true the Investor a true, correct and correct copies complete copy of each pensionwelfare, benefit, retirement, employment, compensation, employmentincentive, consultingstock option, profit-sharingrestricted stock, stock appreciation right, phantom equity, deferred compensation, incentive, bonus, performance award, phantom equity or other equity, change in control, retention, severance, vacation, paid time off (PTO)off, medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or and other arrangement (and any amendments thereto), in each case whether or not reduced to writing writing, in effect and whether funded covering one or unfundedmore directors, including each “officers or employees, former directors, officers or employees and/or the beneficiaries or dependents of any such director, officer or employee benefit plan” within or former director, officer or employee of the meaning of Section 3(3) of ERISACompany or any Subsidiary, whether or not tax-qualified and whether or not subject to ERISA, which that is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, manager, retiree, independent contractor or consultant of each such Company or any spouse or dependent of such individualSubsidiary, or under which the Company or any of their ERISA Affiliates Subsidiary has or may have any Liability, liability for premiums or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise benefits (each, a “Benefit Plan”). (bii) Each Except as disclosed to the Investor prior to the date hereof or specifically disclosed in the Company SEC Documents filed prior to the date hereof, no Benefit Plan can be amendedprovides benefits or coverage in the nature of health, terminated, life or otherwise discontinued after the First Closing in accordance disability insurance following retirement or other termination of employment or service with its terms, without material liabilities to Buyer Parties, the Company, as a director, officer or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation employee of the transactions contemplated by this Agreement or otherwiseCompany. (ciii) Except as disclosed to the Investor prior to the date hereof or specifically disclosed in the Company SEC Documents filed prior to the date hereof, there have not been, nor are there presently, any benefits or other amounts paid or payable to any current or former director of the Company or any affiliate thereof. (iv) There is no pending or, to the Seller’s Knowledge, or threatened Action relating to a Benefit Plan (other than routine claims for benefits)Plan, and no Benefit Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Authority governmental entity or is the subject of an application or filing under under, or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authoritygovernmental entity. (d) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or fees.

Employee Benefit Matters. (a) Prior to Section 3.19(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the an Acquired Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such an Acquired Company or any spouse or dependent of such individual, or under which the an Acquired Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.19(a) of the Disclosure Schedules, each, a “Benefit Plan”). The Seller has separately identified in Section 3.19(a) of the Disclosure Schedules (i) each Benefit Plan that contains a change in control provision and (ii) each Benefit Plan that is maintained, sponsored, contributed to, or required to be contributed to by an Acquired Company primarily for the benefit of employees outside of the United States (a “Non-U.S. Benefit Plan”). (b) With respect to each Benefit Plan, Seller has made available to Buyer accurate, current and complete copies of each of the following: (i) where the Benefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where the Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, COBRA communications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the two most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) Each Benefit Plan and any related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA and the Code and any applicable local Laws). Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and received a favorable and current determination letter from the Internal Revenue Service with respect to the most recent five year filing cycle, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject an Acquired Company or any of its ERISA Affiliates or, with respect to any period on or after the Closing Date, Buyer or any of its Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under Sections 4975 or 4980H of the Code. No pension plan (other than a Multiemployer Plan) which is subject to minimum funding requirements, including any multiple employer plan, (each, a “Single Employer Plan”) in which employees of an Acquired Company or any ERISA Affiliate participate or have participated has an “accumulated funding deficiency”, whether or not waived, or is subject to a lien for unpaid contributions under Section 303(k) of ERISA or Section 430(k) of the Code. No Single Employer Plan covering employees of an Acquired Company which is a defined benefit plan has an “adjusted funding target attainment percentage,” as defined in Section 436 of the Code, less than 80%. All benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, GAAP. All Non-U.S. Benefit Plans that are intended to be funded and/or book-reserved are funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions. (d) Neither an Acquired Company nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn from any Benefit Plan; (iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA; (v) incurred taxes under Section 4971 of the Code with respect to any Single Employer Plan; or (vi) participated in a multiple employer welfare arrangements (MEWAs). (e) With respect to each Benefit Plan (i) no such plan is a Multiemployer Plan; (ii) no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); (iii) no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan; (iv) no such plan or the plan of any ERISA Affiliate maintained or contributed to within the last six years is a Single Employer Plan subject to Title IV of ERISA; and (v) no “reportable event,” as defined in Section 4043 of ERISA, with respect to which the reporting requirement has not been waiver has occurred with respect to any such plan. (f) Each Benefit Plan can be amended, terminated, terminated or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities to Buyer PartiesBuyer, the Company, an Acquired Company or any of their Affiliates, Affiliates other than ordinary administrative expenses typically incurred in a termination event. The Company has Acquired Companies have no commitment or obligation and has have not made any representations to any employee, officer, managerdirector, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (cg) Other than as required under Sections 601 to 608 of ERISA or other applicable Law, no Benefit Plan provides post-termination or retiree health benefits to any individual for any reason, and neither an Acquired Company nor any of its ERISA Affiliates has any Liability to provide post-termination or retiree health benefits to any individual or ever represented, promised or contracted to any individual that such individual would be provided with post-termination or retiree health benefits. (h) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (di) There has been no amendment to, announcement by any Seller, the an Acquired Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerdirector, officer, employee, independent contractor or consultant, as applicable, of an Acquired Company. None of the Seller, the an Acquired Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any managerdirector, officer, employee, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreementagreement relating to an Acquired Company. (ej) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The An Acquired Company does not have any obligation to gross up, indemnify, indemnify or otherwise reimburse any individual for any excise taxes, interest, interest or penalties incurred pursuant to Section 409A of the Code. (fk) Each individual who is classified by the an Acquired Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (gl) Section 3.16(g) Neither the execution of this Agreement nor any of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, transactions contemplated by this Agreement will (either alone or consultants of upon the Company as of the date hereof, including any employee who is on a leave of absence occurrence of any nature, paid additional or unpaid, authorized or unauthorized, and sets forth for each such individual the following: subsequent events): (i) nameentitle any current or former director, officer, employee, independent contractor or consultant of an Acquired Company to severance pay or any other payment (including payments resulting from a change in control of an Acquired Company; (ii) title accelerate the time of payment, funding or position vesting, or increase the amount of compensation (including whether fullstock-time or part-time)based compensation) due to any such individual; (iii) hire limit or retention daterestrict the right of an Acquired Company to merge, amend, or terminate any Benefit Plan; (iv) current annual base compensation rate increase the amount payable under or contract feeresult in any other material obligation pursuant to any Benefit Plan; (v) commission, bonus result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or other incentive-based compensation; and (vi) require a description “gross-up” or other payment to any “disqualified individual” within the meaning of Section 280G(c) of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or feesCode.

Employee Benefit Matters. (a) Prior Section 3.14(a) of the Disclosure Schedule lists (and identifies each Plan that is governed by or subject to the date hereofLaw of any jurisdiction other than United States federal Law or the Law of one of the United States) (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, the Company has made available to Buyer true as amended (“ERISA”)) and correct copies of each pensionall bonus, benefitstock option, retirementstock purchase, compensationrestricted stock, employment, consulting, profit-sharingincentive, deferred compensation, incentiveretiree medical or life insurance, bonussupplemental retirement, performance award, phantom equity severance or other equitybenefit plans, change in controlprograms or arrangements, retentionand all employment, severancetermination, vacationseverance or other contracts or agreements, paid time off (PTO)to which the Seller, medicalthe Company, visionany Subsidiary or any Joint Venture is a party, dentalwith respect to which the Seller, disabilitythe Company, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program any Subsidiary or arrangement (and any amendments thereto), in each case whether Joint Venture has any obligation or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been are maintained, sponsored, contributed to, or required to be contributed to or sponsored by the Company Seller, the Company, any Subsidiary or any Joint Venture for the benefit of any current or former employee, officerofficer or director of the Company, manager, retiree, independent contractor or consultant of each such Company any Subsidiary or any spouse or dependent of such individualJoint Venture (in each case, or under other than collective bargaining agreements), (ii) each employee benefit plan for which the Company Seller, the Company, any Subsidiary or any Joint Venture could incur liability under Section 4069 of their ERISA Affiliates in the event such plan has been or may have were to be terminated, (iii) any Liabilityplan in respect of which the Seller, the Company, any Subsidiary or with respect to which Buyer any Joint Venture could incur liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between the Seller or any of its Affiliates would reasonably be expected and any employee of the Company, any Subsidiary or any Joint Venture, including any contract, arrangement or understanding relating to have the sale of the Company, any LiabilitySubsidiary or any Joint Venture (collectively, contingent or otherwise the “Plans”). Each Plan is in writing, and the Seller has made available to the Purchaser a true and complete copy of each Plan (each, other than a Plan that is a multiemployer Plan as defined in Section 3(37) of ERISA (a “Benefit Multiemployer Plan”)) and a complete and accurate copy of each material document prepared in connection with each such Plan, including, if applicable, a copy of (1) each trust or other funding arrangement, (2) each summary plan description and a summary of material modifications, (3) the most recently filed IRS Form 5500, (4) the most recently received IRS determination letter for each such Plan and (5) the most recently prepared actuarial report and financial statement in connection with each such Plan. (b) Each Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing (other than a Multiemployer Plan) has been operated in all material respects in accordance with its terms, without material liabilities to Buyer Parties, terms and the Company, or any requirements of their Affiliates, other than ordinary administrative expenses typically incurred in a termination eventall applicable Laws. The Company has no commitment or obligation and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (c) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority. (d) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicable. None Each of the Seller, the Company, nor each Subsidiary and each Joint Venture has performed all material obligations required to be performed by it under, is not in any material respect in default under or in material violation of, and the Seller has no Knowledge of their Affiliates has any commitment material default or obligation or has made violation by any representations party to, any Plan. No Action (other than for claims for benefits in the ordinary course) is pending or, to the Knowledge of the Seller, threatened with respect to any manager, officer, employee, independent contractor, or consultant, whether or not legally bindingPlan (other than a Multiemployer Plan) and, to adoptthe Knowledge of the Seller, amendno fact or event exists that could reasonably be expected to give rise to any such Action. (c) Each Plan (other than a Multiemployer Plan) that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has timely received a favorable determination letter or opinion letter, modifyas applicable, from the IRS covering all of the provisions applicable to the Plan for which determination letters or terminate opinion letters are currently available that the Plan is so qualified and each trust established in connection with any Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter or opinion letter, as applicable, from the IRS that it is so exempt, and, to the Knowledge of the Seller, no fact or event has occurred since the date of such letter or letters from the IRS that could reasonably be expected to adversely affect the qualified status of any such Plan or the exempt status of any collective bargaining agreementsuch trust. (d) Section 3.14(d) of the Disclosure Schedule lists each Plan that is a Multiemployer Plan. (e) Each Benefit Plan that is subject to To the Knowledge of the Seller, there has been no prohibited transaction under Section 409A 406 of ERISA or Section 4975 of the Code with respect to any Plan. Neither the Seller nor the Company, any Subsidiary or any Joint Venture has been administered incurred any withdrawal liability under Part I of Subtitle E of Part IV of ERISA in compliance connection with its terms and the operational and documentary requirements withdrawal from any Multiemployer Plan and, to the Knowledge of the Seller, no fact or event exists which could give rise to any such withdrawal liability. No reportable event under Section 4043 of ERISA has occurred or is expected to occur with respect to any Plan subject to Title IV of ERISA (other than a Multiemployer Plan). Except as set forth on Section 3.14(e) of the Disclosure Schedule, no Plan (other than a Multiemployer Plan) had an accumulated funding deficiency (within the meaning of Section 409A 302 of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, ERISA or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A 412 of the Code), whether or not waived, as of the most recently ended plan year of such Plan. None of the assets of the Company, any Subsidiary or any Joint Venture is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code. Neither the Seller nor the Company, any Subsidiary or any Joint Venture has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and, to the Knowledge of the Seller, no fact or event exists which could give rise to any such lien or requirement to post any such security. (f) Each individual who is classified by the Company Except as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) set forth on Section 3.16(g3.14(f) of the Disclosure Schedules contains a list Schedule, the consummation of all persons who are employeesthe transactions described in this Agreement, independent contractorsin and of itself, or consultants of the Company as of the date hereof, including in conjunction with any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed event which has occurred on or prior to the date hereof have been paid in fullhereof, and there are no outstanding agreements, understandings will not (i) entitle any current or commitments former employee of the Company Company, any Subsidiary or any Joint Venture to severance pay, unemployment compensation or any other similar payment, or accelerate the time of payment or vesting, or increase the amount of compensation due to any such employee or former employee or (ii) require any consultation or negotiation with any union. (g) The Company, each Subsidiary and each Joint Venture have at all times since January 1, 2003 (i) to the extent required to do so by applicable Law, properly classified each of their respective employees as employees and each of their independent contractors as independent contractors, as applicable and (ii) if such classification is not required by applicable Law but has nonetheless been made, properly classified each of their respective employees as employees and each of their independent contractors as independent contractors, as applicable, to the extent such classifications are recognized by applicable Law. There is no Action pending, or to the Knowledge of the Seller, threatened, against the Company, any Subsidiary or any Joint Venture by any individual or governmental entity challenging or questioning the classification by the Company, any Subsidiary or any Joint Venture of any individual as a independent contractor, including any claim for unpaid benefits, for or on behalf of, any such individuals. (h) All material contributions (including all employer contributions and employee salary reduction contributions) and premiums required to be made to or with respect to each Plan (including, without limitation, all incentive and commission obligations) with respect to the service of employees or former employees of the Company, the Subsidiaries and the Joint Ventures have been made, and all contributions and premiums for any compensationperiod ending on or before the date of the Merger that are not yet due will have been made or will have been fully accrued for in the books and records of the Company, commissionsthe Subsidiaries and the Joint Ventures. (i) Except as set forth on Section 3.14(i) of the Disclosure Schedule, bonusesthe Company, the Subsidiaries and the Joint Ventures have no obligation to provide post-retirement, post-severance or feespost-disability medical or other benefits to employees or former employees of the Company, the Subsidiaries and the Joint Ventures or their survivors, dependents and beneficiaries, except as may be required by Section 4980B of the Code or Part 6 of Title I of ERISA (COBRA) or other applicable Law.

Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.20(a) of the Disclosure Schedules, each, a “Benefit Plan”). The Company has separately identified in Section 3.20(a) of the Disclosure Schedules (i) each Benefit Plan that contains a change in control provision and (ii) each Benefit Plan that is maintained, sponsored, contributed to, or required to be contributed to by the Company primarily for the benefit of employees outside of the United States (a “Non-U.S. Benefit Plan”). (b) Each With respect to each Benefit Plan, Seller has made available to Buyer accurate, current and complete copies of each of the following: (i) where the Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities has been reduced to Buyer Partieswriting, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and plan document together with all amendments; (ii) where the Benefit Plan has not made been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any representations to any employeetrust agreements or other funding arrangements, officercustodial agreements, managerinsurance policies and contracts, independent contractoradministration agreements and similar agreements, and investment management or consultantinvestment advisory agreements, whether now in effect or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, required in connection with the consummation future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, COBRA communications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the two most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) There Each Benefit Plan and any related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA [and/,] the Code [and any applicable local Laws]). Each Benefit Plan that is no pending orintended to be qualified within the meaning of Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and received a favorable and current determination letter from the Internal Revenue Service with respect to the most recent five year filing cycle, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to the Seller’s Knowledge, threatened Action relating to a effect that such Qualified Benefit Plan (other than routine claims for benefitsis so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and no nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has within the three years prior subjected or could reasonably be expected to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority. (d) There has been no amendment to, announcement by any Seller, the Company or any of their its ERISA Affiliates relating toor, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerperiod on or after the Closing Date, officerBuyer or any of its Affiliates, employee, independent contractor to a penalty under Section 502 of ERISA or consultant, as applicable. None to tax or penalty under Sections 4975 or 4980H of the SellerCode. No pension plan (other than a Multiemployer Plan) which is subject to minimum funding requirements, including any multiple employer plan, (each, a “Single Employer Plan”) in which employees of the Company, nor Company or any of their Affiliates ERISA Affiliate participate or have participated has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultantan “accumulated funding deficiency”, whether or not legally binding, to adopt, amend, modifywaived, or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject to a lien for unpaid contributions under Section 409A 303(k) of the Code has been administered in compliance with its terms and the operational and documentary requirements of ERISA or Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations430(k) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by . No Single Employer Plan covering employees of the Company which is a defined benefit plan has an “adjusted funding target attainment percentage,” as an independent contractor has been properly classified for purposes defined in Section 436 of participation and benefit accrual under each Benefit Plan. (g) the Code, less than 80%. [Except as set forth in Section 3.16(g3.20(c) of the Disclosure Schedules contains a list Schedules,] all benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all persons who applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, GAAP. [All Non-U.S. Benefit Plans that are employeesintended to be funded and/or book-reserved are funded and/or book-reserved, independent contractorsas appropriate, or consultants of based upon reasonable actuarial assumptions.] (d) Neither the Company as nor any of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: its ERISA Affiliates has (i) nameincurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans; (ii) title or position (including whether full-time or part-time)failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) hire or retention datewithdrawn from any Benefit Plan; (iv) current annual base compensation rate engaged in any transaction which would give rise to liability under Section 4069 or contract feeSection 4212(c) of ERISA; (v) commission, bonus or other incentive-based compensation; and (vi) a description incurred taxes under Section 4971 of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company Code with respect to any compensation, commissions, bonuses, Single Employer Plan; or fees(vi) participated in a multiple employer welfare arrangements (MEWA).

Employee Benefit Matters. (a) Prior to the date hereof, the Company has made available to Buyer Schedule 4.19(a) contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case case, whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been in the prior six-year period maintained, sponsored, contributed to, or required to be contributed to by the Company a Seller for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company the Business or any spouse or dependent of such individual, or under which the Company a Seller or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed in Schedule 4.19(a), each, a “Benefit Plan”). No Benefit Plan has been maintained, sponsored, contributed to, or required to be contributed to by a Seller primarily for the benefit of employees of the Business outside of the United States. (b) Each With respect to each Benefit Plan, the Sellers have made available to Buyer accurate, current and complete copies of each of the following, to the extent applicable: (i) where the Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities has been reduced to Buyer Partieswriting, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and plan document together with all amendments; (ii) where the Benefit Plan has not made been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any representations to any employeetrust agreements or other funding arrangements, officercustodial agreements, managerinsurance policies and Contracts, independent contractoradministration agreements and similar agreements, and investment management or consultantinvestment advisory agreements, whether now in effect or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, required in connection with the consummation future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, COBRA communications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code (a “Qualified Benefit Plan”), a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material, nonroutine notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) Each Benefit Plan and any related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA, the Code and any applicable local Laws), in each case, in all material respects. Each Qualified Benefit Plan is so qualified and has received a favorable and current determination letter from the Internal Revenue Service or, with respect to a prototype or volume submitter plan, can rely on an opinion or advisory letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, and, to the Sellers’ Knowledge, nothing has occurred that would reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. To the Sellers’ Knowledge, nothing has occurred with respect to any Benefit Plan that has subjected or would reasonably be expected to subject Seller or any of its ERISA Affiliates or, with respect to any period on or after the Closing Date, Buyer or any of its Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under Sections 4975 or 4980H of the Code. All benefits, contributions and premiums relating to each Benefit Plan have been timely paid or accrued for in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP. (d) Neither a Seller nor any of its respective ERISA Affiliates has, at any time, maintained, sponsored, participated in, contributed to, or been required to contribute to any Benefit Plan that is (i) subject to Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans(each a “Defined Benefit Plan”), (ii) a Multiemployer Plan, or (iii) a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). (e) With respect to each Benefit Plan (i) no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any Defined Benefit Plan or to appoint a trustee for any such plan and (ii) no “reportable event,” as defined in Section 4043 of ERISA, with respect to which the reporting requirement has not been waived, has occurred with respect to any such plan. ‌ (f) Other than as required under Sections 601 to 608 of ERISA or other applicable state Law, no Benefit Plan or other arrangement provides post-termination or retiree health benefits to any individual for any reason. (g) There is no pending or, to the Seller’s Sellers’ Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under under, or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (dh) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on Neither a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, Seller nor any of their its respective Affiliates has any commitment or obligation or has made any representations to any managerdirector, officer, employee, consultant or independent contractor, or consultantcontractor of the Business, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement. (ei) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including including, notices, rulings and proposed and final regulations) thereunder. The Company does Sellers do not have any obligation to gross up, indemnify, indemnify or otherwise reimburse any individual for any excise taxesTaxes, interest, interest or penalties incurred pursuant to Section 409A of the Code. (fj) Each individual who is classified by Except as set forth in Schedule 4.19(j), neither the Company as an independent contractor has been properly classified for purposes execution of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) this Agreement nor any of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, transactions contemplated by this Agreement will (either alone or consultants of upon the Company as of the date hereof, including any employee who is on a leave of absence occurrence of any nature, paid additional or unpaid, authorized or unauthorized, and sets forth for each such individual the following: subsequent events): (i) nameentitle any current or former director, officer, employee, independent contractor or consultant of the Business to severance, retention, change in control, or any other similar payment or benefits; (ii) title accelerate the time of payment, funding or position vesting, or increase the amount of compensation (including whether fullstock-time or part-time)based compensation) due to any such individual; (iii) hire increase the amount payable under or retention dateresult in any other material obligation pursuant to any Benefit Plan; (iv) current annual base compensation rate result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or contract fee; (v) commission, bonus require a “gross-up” or other incentive-based compensation; and (vipayment to any “disqualified individual” within the meaning of Section 280G(c) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or feesCode.

Employee Benefit Matters. (a) Prior to Section 4.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity or other equity, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “"employee benefit plan” " within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Xxxxxx for the benefit of any current or former employee, officer, manager, retiree, independent contractor or consultant of each such Company Xxxxxx or any spouse or dependent of such individual, or under which the Company Xxxxxx or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer Denim or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 4.20(a) of the Disclosure Schedules, each, a “"Benefit Plan”"). (b) Each Benefit Plan can be amendedhas been established, terminatedmaintained and administered in compliance in all material respects with its terms and the applicable Laws, including ERISA. No Employee Benefit Plan is subject to the minimum funding requirements under Section 412 of the Code or Title IV of ERISA. No Benefit Plan is a multiemployer plan (as defined in Section 3(37) of ERISA), and neither Xxxxxx nor any ERISA Affiliate currently has, or otherwise discontinued after has ever had any obligation to contribute to any such multiemployer plan. (c) No Benefit Plan is the First Closing in accordance with its terms, without material liabilities to Buyer Partiessubject of any Action or audit or examination by the Internal Revenue Service, the Company, United States Department of Labor or any other governmental entity. (d) Except as set forth on Section 4.20(a) of their Affiliatesthe Disclosure Schedules, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation neither the execution and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, in connection with delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or otherwise. in combination with other events, (ci) There is no pending orresult in any payment becoming due from Xxxxxx under any Benefit Plan, to the Seller’s Knowledge, threatened Action relating to a (ii) increase any benefits otherwise payable under any Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correctionPlan, or similar program sponsored by any Governmental Authority. (diii) There has been no amendment to, announcement by any Seller, result in the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level acceleration of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to time of payment or vesting of any manager, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor benefits under any of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or fees.

Employee Benefit Matters. (a) Prior to Section 3.13(a) of the date hereof, the Company has made available to Buyer Disclosure Schedule contains a true and correct copies complete list of each pensionany (i) “employee benefit plans” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, benefitas amended (“ERISA”)) and any bonus, retirementstock option, compensationstock purchase, employmentrestricted stock, consultingequity based, profit-sharingincentive, deferred compensation, incentiveretiree medical or life insurance, bonussupplemental retirement, performance award, phantom equity or other equityseverance, change in controlcontrol or other benefit plans, retentionprograms or arrangements, severanceand all employment, vacationtermination, paid time off (PTO)severance or other contracts or agreements, medicalto which the Seller, visionthe Company, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, manager, retiree, independent contractor or consultant of each such Company Subsidiary or any spouse or dependent of such individualtheir ERISA Affiliates is a party, or under with respect to which the Company Seller, the Company, any Subsidiary or any of their ERISA Affiliates has any obligation to or may have which are maintained, contributed to or sponsored by the Seller, the Company, any LiabilitySubsidiary or any of their ERISA Affiliates for the benefit of, any current or former employee, officer or director of the Company or any Subsidiary, (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated and (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA (collectively, the “ERISA Plans”). Neither the Company nor any Subsidiary has any commitment (A) to create, incur Liability with respect to or cause to exist, any other employee benefit plan, program or arrangement, (B) to enter into any contract or agreement to provide compensation or benefits to any individual or (C) to modify, change or terminate any ERISA Plan, other than with respect to a modification, change or termination required by applicable Law. Section 3.13(a) of the Disclosure Schedule identifies each of the ERISA Plans that is sponsored by the Seller or any ERISA Affiliate of the Seller (other than the Company or any Subsidiary). With respect to each of the ERISA Plans, the Seller has heretofore delivered to the Purchaser true and complete copies of each ERISA Plan document (including all amendments thereto) for each written ERISA Plan or a written description of any ERISA Plan that is not otherwise in writing, as well as any documents (and any amendments thereto) related to each ERISA Plan, including, but not limited to, copies of annual reports, Form 5500s for the last three years, actuarial reports, Summary Plan Descriptions, Summary of Material Modifications, trust or funding agreements, the most recent determination letter received from the IRS with respect to each ERISA Plan that is intended to be qualified under Section 401(a) of the Code and contracts relating to ERISA Plan with respect to which Buyer the Seller, the Company, any Subsidiary or any of its Affiliates would reasonably be expected to ERISA Affiliate may have any Liabilityliability (e.g. insurance contracts, contingent or otherwise (eachinvestment management agreements, a “Benefit Plan”subscription and participation agreements and record keeping agreements). (b) Each Benefit ERISA Plan can be amended, terminated, or otherwise discontinued after the First Closing has been operated in all material respects in accordance with its termsterms and the requirements of all applicable Laws, without including, but not limited to, the Code, ERISA, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the COBRA provisions of the American Recovery and Reinvestment Act of 2009 (“ARRA”) and the Health Insurance Portability Accountability Act of 1996, as amended. Each of the Seller, the Company and the Subsidiaries has performed all material liabilities obligations required to Buyer Partiesbe performed by it under, is not in any material respect in default under, or in material violation of, any ERISA Plan. No Action is pending or, to the Knowledge of the Seller, threatened with respect to any ERISA Plan (other than claims for benefits in the ordinary course). No lien has been imposed under Section 430(k) of the Code or Section 303(k) of ERISA on the assets of the Company, any of its Subsidiaries or any ERISA Affiliate, and no event or circumstance has occurred that is reasonably likely to result in the imposition of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to such lien on any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate such assets on account of any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwiseERISA Plan. (c) There Each ERISA Plan that is no pending or, intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has timely received a favorable determination letter from the IRS covering all of the provisions applicable to the Seller’s Knowledge, threatened Action relating ERISA Plan for which determination letters are currently available that the ERISA Plan is so qualified and each trust established in connection with any ERISA Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a Benefit Plan (other than routine claims for benefits)determination letter from the IRS that it is so exempt, and no Benefit Plan fact or event has within the three years prior to occurred since the date hereof been of such determination letter or letters from the subject IRS to adversely affect the qualified status of an examination or audit by a Governmental Authority any such ERISA Plan or the subject exempt status of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority. (d) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicabletrust. None of the Seller, the Company, nor any of their Affiliates its Subsidiaries, any ERISA Affiliate, any of the ERISA Plans, any trust created thereunder, nor to the Seller’s Knowledge, any trustee or administrator thereof has any commitment or obligation engaged in a transaction or has made taken or failed to take any representations action in connection with which the Seller, the Company, any of its Subsidiaries or any ERISA Affiliate could be subject to any managermaterial liability for either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975(a) or (b), officer4976 or 4980B of the Code. (d) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (i) entitle any employees of the Company or any Subsidiary to severance pay or any increase in severance pay upon consummation of the transactions contemplated hereby or upon any termination of employment after the date hereof, employee, independent contractor(ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or consultantincrease the amount payable or trigger any other material obligation pursuant to, whether any of the ERISA Plans, or not legally binding(iii) limit or restrict the right of the Company or any Subsidiary to merge, to adopt, amend, modify, amend or terminate any Benefit Plan of the ERISA Plans. None of the ERISA Plans in effect immediately prior to the Closing Date would result separately or in the aggregate (including as a result of this Agreement or the transactions contemplated hereby) in the payment of any collective bargaining agreement“excess parachute payment” within the meaning of Section 280G of the Code. (e) Each Benefit Neither the Company nor any Subsidiary has ever maintained, established, sponsored, participated in, or contributed to, any ERISA Plan that is subject to Title IV of ERISA or Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A 412 of the Code. (f) Each individual who is classified by Neither the Company nor any Subsidiary would reasonably be expected to incur any liability under Title IV of ERISA as an independent contractor has been properly classified a result of being treated as a single employer with the Company, any ERISA Affiliate of the Company or any Subsidiary for purposes of participation and benefit accrual under each Benefit PlanSection 414(b), (c), (m) or (o) of the Code. (g) Section 3.16(gAt no time has either the Company or any Subsidiary contributed to or been required to contribute to any Multiple Employer Plan. (h) With respect to any Multiemployer Plan, neither the Company, any of the Disclosure Schedules contains Subsidiaries, nor any ERISA Affiliate has, since September 26, 1980, made or suffered a list “complete withdrawal” or a “partial withdrawal,” as such terms are respectively defined in Sections 4203 and 4205 of all persons who ERISA, that has not been satisfied in full. With respect to any ERISA Plan that is a Multiemployer Plan, (i) no event has occurred or is reasonably expected to occur with respect to the Company or any Subsidiary that presents a material risk of a “complete withdrawal” or “partial withdrawal”, (ii) neither the Company, any of the Subsidiaries nor any ERISA Affiliate has any contingent liability under Section 4204 of ERISA, and (iii) to Seller’s Knowledge, neither the Company nor any Subsidiary has received notice that any Multiemployer Plan is or will go into “reorganization” or is “insolvent” as those terms are employeesdefined under ERISA, independent contractors(iv) to Seller’s Knowledge, neither the Company nor any Subsidiary has received notice that any Multiemployer plan is, or consultants is reasonably expected to be, in “endangered” or “critical” status as those terms are defined under ERISA, and (vi) the aggregate withdrawal liability of the Company and the Subsidiaries, computed as of if a complete withdrawal by the Company and the Subsidiaries had occurred under each such Multiemployer Plan on the date hereof, including any employee who is on would not have a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: Material Adverse Effect. (i) name; No ERISA Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of the Company, the Subsidiaries or any ERISA Affiliate after retirement or other termination of service (other than (i) coverage mandated by applicable laws, (ii) title death benefits or position (including whether full-time or part-time); retirement benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA, (iii) hire deferred compensation benefits accrued as liabilities on the books of the Company, any of the Subsidiaries or retention date; an ERISA Affiliate, or (iv) benefits, the full direct cost of which is borne by the current annual base or former employee (or beneficiary thereof)). (j) Since January 1, 2005, each ERISA Plan that is a “nonqualified deferred compensation rate or contract fee; plan” (vas defined in Section 409A(d)(1) commission, bonus or other incentive-based compensation; of the Code) (i) has been operated in good faith compliance with Section 409A of the Code and the regulations thereunder and (viii) a description is in documentary compliance with Section 409A of the fringe benefits provided to Code, in each such individual as case, taking into account any applicable transition rules, good faith compliance standards, and extensions of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company deadline for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or feescompliance.

Employee Benefit Matters. (a) Prior to Section 4.19(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disabilityoff, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Seller for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company the Business or any spouse or dependent of such individual, or under which the Company Seller or any of their its ERISA Affiliates has or may have any Liability, or with respect to which the Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed in Section 4.19(a) of the Disclosure Schedules, each, a “Benefit Plan”). Listed in Section 4.19(a) of the Disclosure Schedules is each Benefit Plan that is currently maintained, sponsored, contributed to, or required to be contributed to by the Seller primarily for the benefit of employees of the Business outside of the United States (a “Non-U.S. Benefit Plan”). (b) Each With respect to each Benefit Plan, by the Delivery Date, the Seller will have made available to the Buyer accurate, current and complete copies of each of the following: (i) where the Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities has been reduced to Buyer Partieswriting, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and plan document together with all amendments; (ii) where the Benefit Plan has not made been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any representations to any employeetrust agreements or other funding arrangements, officercustodial agreements, managerinsurance policies and Contracts, independent contractoradministration agreements and similar agreements, and investment management or consultantinvestment advisory agreements, whether now in effect or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, required in connection with the consummation future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service; (vi) in the case of any Benefit Plan for which a Form 5500 is required to be filed, a copy of the two most recently filed Form 5500, with schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) Each Benefit Plan and related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA, the Code and any applicable local Laws). Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and has received a favorable and current determination letter from the Internal Revenue Service, or with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject the Seller or any of its ERISA Affiliates or, with respect to any period on or after the Closing Date, the Buyer or any of its Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under Section 4975 of the Code. All benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP. All Non-U.S. Benefit Plans that are intended to be funded and/or book-reserved are funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions. (d) Neither the Seller nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans, (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation, (iii) withdrawn from any Benefit Plan; or (iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA. (e) With respect to each Benefit Plan (i) no such plan is a Multiemployer Plan, (ii) no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), (iii) no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan, (iv) no such plan is subject to the minimum funding standards of Section 412 of the Code or Title IV of ERISA, and none of the Purchased Assets is, or may reasonably be expected to become, the subject of any lien arising under Section 302 of ERISA or Section 412(a) of the Code, except as set forth in Section 4.19 of the Disclosure Schedules, no such plan is subject to the minimum funding standards of Section 412 of the Code or Title IV of ERISA, and no plan listed in Section 4.19 of the Disclosure Schedules has failed to satisfy the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, and (v) no “reportable event,” as defined in Section 4043 of ERISA, has occurred with respect to any such plan. (f) Other than as required under Section 601 et. seq. of ERISA or other applicable Law, no Benefit Plan or other arrangement provides post-termination or retiree welfare benefits to any individual for any reason. (g) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under under, or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (dh) There has been no amendment to, announcement by any Seller, the Company Seller or any of their its Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerdirector, officer, employee, consultant or independent contractor or consultantof the Business, as applicable. None Except as set forth in Section 4.19 of the SellerDisclosure Schedules, neither the Company, Seller nor any of their its Affiliates has any material commitment or obligation or has made any material representations to any managerdirector, officer, employee, consultant or independent contractor, or consultantcontractor of the Business, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement. (ei) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including including, notices, rulings and proposed and final regulations) thereunder. The Company does not have any Seller has no obligation to gross up, indemnify, indemnify or otherwise reimburse any individual for any excise taxes, interest, interest or penalties incurred pursuant to Section 409A of the Code. (fj) Each individual who is classified by the Company Except as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) set forth on Section 3.16(g4.19(j) of the Disclosure Schedules contains a list Schedules, neither the execution of all persons who are employees, independent contractors, or consultants this Agreement nor any of the Company as of transactions contemplated by this Agreement will (either alone or upon the date hereof, including any employee who is on a leave of absence occurrence of any nature, paid additional or unpaid, authorized or unauthorized, and sets forth for each such individual the following: subsequent events): (i) nameentitle any current or former director, officer, employee, independent contractor or consultant of the Business to severance pay or any other payment; (ii) title accelerate the time of payment, funding or position (including whether full-time vesting, or part-time)increase the amount of compensation due to any such individual; (iii) hire increase the amount payable under or retention dateresult in any other material obligation pursuant to any Benefit Plan; (iv) current annual base compensation rate result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or contract fee; (v) commission, bonus require a “gross-up” or other incentive-based compensation; and (vipayment to any “disqualified individual” within the meaning of Section 280G(c) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or feesCode.

Employee Benefit Matters. (a) Prior to the date hereof, the The Company has made available to Buyer true and correct copies of each no pension, benefit, retirement, compensation, employment, consulting, profit-–sharing, deferred compensation, incentive, bonus, performance award, phantom equity or other equity, change in control, retention, severance, vacation, paid time off (PTO)off, medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each any “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-–qualified and whether or not subject to ERISA, which is or has ever been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, manager, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (each, a “Benefit Plan”). (b) Each No Benefit Plan can be amended, terminated, is the subject of any Action. Neither the Seller nor the Company have received notice of any audit or otherwise discontinued after examination by the First Closing in accordance with its terms, without material liabilities to Buyer PartiesIRS, the Company, U.S. Department of Labor or any other Governmental Authority. (c) Neither the execution and delivery of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, in connection with this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or otherwise. in combination with other events, (ci) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by result in any Governmental Authority. (d) There has been no amendment to, announcement by any Seller, payment becoming due from the Company or under any of their Affiliates relating toBenefit Plan, or change in employee participation or coverage under, (ii) increase any benefits otherwise payable under any Benefit Plan or collective bargaining agreement that would increase (iii) result in the annual expense of maintaining such plan above the level acceleration of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to time of payment or vesting of any manager, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor benefits under any of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or fees.

Employee Benefit Matters. (a) Prior to Section 3.23(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each written pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity or other equity, change in control, retention, severance, vacation, paid time off (PTO)off, medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto)arrangement, in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISAERISA (each, a “Benefit Plan”) which is or has been during the past six years maintained, sponsored, contributed to, or required to be contributed to by the either Company or any Major Subsidiary (i) for the benefit of any current or former employee, officer, manager, retiree, independent contractor contractor, consultant, member or consultant manager of each such either Company or any Company Subsidiary or any spouse or dependent of such individual, or (ii) under which the either Company or any of their ERISA Affiliates Major Subsidiary has or may have any Liability, or (iii) with respect to which Buyer or any of its Affiliates would reasonably be expected to have any material Liability, contingent or otherwise (eacheach Benefit Plan described in this sentence, a “Company Benefit Plan”). Each Company Benefit Plan (other than any multiemployer plan within the meaning of Section 3(37) of ERISA) has been established, administered and maintained in all material respects in accordance with its terms and in compliance with all applicable Laws. None of the welfare Company Benefit Plans that are subject to ERISA are self insured. (b) Each With respect to each Company Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities Seller has made available to Buyer Partiesaccurate, current and complete copies of each of the Companyfollowing: (i) the plan document together with all amendments; (ii) where applicable, copies of any trust agreements or any of their Affiliatesother funding arrangements, other than ordinary administrative expenses typically incurred custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required as a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation result of the transactions contemplated by this Agreement Agreement; (iii) copies of any summary plan descriptions, summaries of material modifications, employee handbooks and any other written communications relating to any Company Benefit Plan; (iv) in the case of any Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or otherwiseadvisory letter from the Internal Revenue Service; (v) in the case of any Company Benefit Plan for which a Form 5500 is required to be filed, a copy of the most recently filed Form 5500, with schedules attached; (vi) actuarial valuations and reports related to any Company Benefit Plans with respect to the two most recently completed plan years; and (vii) copies of material notices, letters or other correspondence from the Internal Revenue Service or Department of Labor relating to the Company Benefit Plan. (c) There Each Company Benefit Plan that is no pending orintended to be qualified under Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and has received a favorable and current determination letter from the Internal Revenue Service, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the prototype or volume submitter plan sponsor, to the Seller’s Knowledgeeffect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), threatened Action respectively, of the Code, and nothing has occurred that could reasonably be expected to cause the revocation of such determination letter from the Internal Revenue Service or the unavailability of reliance on such opinion letter from the Internal Revenue Service, as applicable, nor has such revocation or unavailability been threatened. Nothing has occurred with respect to any Company Benefit Plan that has subjected or could reasonably be expected to subject the Company or, with respect to any period on or after the Closing Date, Buyer or any of its Affiliates, to a material penalty under Section 502 of ERISA or to material tax or penalty under Section 4975 of the Code. All benefits, contributions and premiums relating to a each Company Benefit Plan (other than routine claims for benefits)have been timely paid in accordance with the terms of such Company Benefit Plan and all applicable Laws and accounting principles, and no all benefits accrued under any such unfunded Company Benefit Plan has within the three years prior have been paid, accrued or otherwise adequately reserved to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant inextent required by, an amnestyand in accordance with, voluntary compliance, self-correction, or similar program sponsored by any Governmental AuthorityGAAP. (d) Neither of the Companies nor any Major Subsidiaries has incurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I of ERISA or related provisions of the Code or foreign Law relating to employee benefit plans. (e) No Company Benefit Plan is (i) subject to Title IV of ERISA or Section 412 of the Code or (ii) a “multiemployer plan” within the meaning of Section 3(37) of ERISA. No Company Benefit Plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). (f) There has been no amendment to, announcement by any Seller, the Company Seller or any of their Affiliates Company relating to, or change in employee participation or coverage under, any Company Benefit Plan or collective bargaining agreement that would materially increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basiscustomary increases in cost of service excluded) with respect to any member, manager, officer, employee, consultant or independent contractor or consultantcontractor, as applicable. None of the Seller, the CompanyCompanies, nor or any of their Affiliates Major Subsidiaries has any commitment or obligation or has made any representations since January 1, 2012 to any member, manager, officer, employee, consultant or independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, amend or terminate modify any Company Benefit Plan or any collective bargaining agreementPlan. (eg) Each Company Benefit Plan that is subject to Section 409A of the Code has been administered operated in all material respects in compliance with its terms and the operational and documentary requirements of Section 409A of the Code such section and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code). (fh) Each individual who is classified by the No Company Benefit Plan will be terminated as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) a result of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants consummation of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or feestransactions contemplated by this Agreement.

Employee Benefit Matters. (ai) Prior to the date hereof, the The Company has made available to Buyer true each Investor a true, correct and correct copies complete copy of each pensionwelfare, benefit, retirement, employment, compensation, employmentincentive, consultingstock option, profit-sharingrestricted stock, stock appreciation right, phantom equity, deferred compensation, incentive, bonus, performance award, phantom equity or other equity, change in control, retention, severance, vacation, paid time off (PTO)off, medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or and other arrangement (and any amendments thereto), in each case whether or not reduced to writing writing, in effect and whether funded covering one or unfundedmore directors, including each “officers or employees, former directors, officers or employees and/or the beneficiaries or dependents of any such director, officer or employee benefit plan” within or former director, officer or employee of the meaning of Section 3(3) of ERISACompany or any Subsidiary, whether or not tax-qualified and whether or not subject to ERISA, which that is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, manager, retiree, independent contractor or consultant of each such Company or any spouse or dependent of such individualSubsidiary, or under which the Company or any of their ERISA Affiliates Subsidiary has or may have any Liability, liability for premiums or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise benefits (each, a “Benefit Plan”). (bii) Each Except as disclosed to each Investor prior to the date hereof or specifically disclosed in the Company SEC Documents filed prior to the date hereof, no Benefit Plan can be amendedprovides benefits or coverage in the nature of health, terminated, life or otherwise discontinued after the First Closing in accordance disability insurance following retirement or other termination of employment or service with its terms, without material liabilities to Buyer Parties, the Company, as a director, officer or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation employee of the transactions contemplated by this Agreement or otherwiseCompany. (ciii) Except as disclosed to each Investor prior to the date hereof or specifically disclosed in the Company SEC Documents filed prior to the date hereof, there have not been, nor are there presently, any benefits or other amounts paid or payable to any current or former director of the Company or any affiliate thereof. (iv) There is no pending or, to the Seller’s Knowledge, or threatened Action relating to a Benefit Plan (other than routine claims for benefits)Plan, and no Benefit Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Authority governmental entity or is the subject of an application or filing under under, or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authoritygovernmental entity. (d) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or fees.

Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each material pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disabilityoff, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company or any of its ERISA Affiliates for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any of its ERISA Affiliates or any spouse or dependent of such individual, or under which the Company or Company, any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer Parent or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.20(a) of the Disclosure Schedules, each, a “Benefit Plan”). (b) With respect to each Benefit Plan, the Company has made available to Parent accurate, current and complete copies of each of the following: (i) where the Benefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where the Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect; (iv) copies of any summary plan descriptions, summaries of material modifications, employee handbooks and any other material written communications relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service; (vi) in the case of any Benefit Plan for which a Form 5500 is required to be filed, a copy of the two most recently filed Form 5500, with schedules and financial statements attached; (vii) if applicable, actuarial valuations and reports related to any Benefit Plans with respect to the two most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) Each Benefit Plan can be amendedand any related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, terminated, or otherwise discontinued after the First Closing administered and maintained in material accordance with its termsterms and in material compliance with all applicable Laws (including ERISA and the Code). Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and has received a favorable and current determination letter from the Internal Revenue Service, without material liabilities or with respect to Buyer Partiesa prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and, to the Knowledge of the Company, nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. To the Knowledge of the Company, nothing has occurred with respect to any Benefit Plan that has subjected the Company, any of its Subsidiaries or any of their respective ERISA Affiliates or, with respect to any period on or after the Closing Date, Parent or any of its Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under Section 4975 of the Code. All benefits, contributions and premiums relating to each Benefit Plan have, in all material respects, been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, GAAP. (d) None of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code relating to employee benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn from any Benefit Plan; or (iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA. (e) With respect to each Benefit Plan (i) no such plan is a Multiemployer Plan; (ii) no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); (iii) no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan; (iv) no such plan is subject to the minimum funding standards of Section 412 of the Code or Title IV of ERISA, and none of the assets of the Company, any of its Subsidiaries or any ERISA Affiliate is, or may reasonably be expected to become, the subject of any lien arising under Section 302 of ERISA or Section 412(a) of the Code; and (v) no “reportable event,” as defined in Section 4043 of ERISA, has occurred with respect to any such plan. (f) Except as set forth on Section 3.20(f) of the Disclosure Schedules, neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional or subsequent events): (i) entitle any current or former director, officer, employee, independent contractor or consultant of the Company or any of its Subsidiaries to severance pay or any other payment, (ii) accelerate the time of payment, funding or vesting (other than ordinary administrative expenses typically incurred vesting required due to the termination of any Qualified Benefit Plan), or increase the amount of compensation due to any such individual, (iii) limit or restrict the right of the Company or any of its Subsidiaries to merge, amend or terminate any Benefit Plan, (iv) increase the amount payable under or result in any other material obligation pursuant to any Benefit Plan, (v) result in “excess parachute payments” within the meaning of Section 280G(b) of the Code, or (vi) require a “gross-up” or other payment to any “disqualified individual” within the meaning of Section 280G(c) of the Code. Section 3.20(f) of the Disclosure Schedule lists each Person who as of the Closing will be, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined as of the date hereof. No securities of the Company are readily tradable on an established securities market or otherwise (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) such that the Company is ineligible to seek shareholder approval in a termination event. The manner that complies with Section 280G(b)(5) of the Code. (g) Neither the Company nor any of its Subsidiaries has no any commitment or obligation obligation, and neither has not made any representations to any employee, officer, managerdirector, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (ch) Other than as required under Section 601 et. seq. of ERISA or other applicable Law, no Benefit Plan provides post-termination or retiree welfare benefits to any individual for any reason, and none of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has any Liability to provide post-termination or retiree welfare benefits to any individual or ever represented, promised or contracted to any individual that such individual would be provided with post-termination or retiree welfare benefits. (i) There is no pending or, to the Seller’s KnowledgeKnowledge of the Company, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (dj) There has been no amendment to, announcement by the Company, any Seller, the Company of its Subsidiaries or any of their respective Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerdirector, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor any of its Subsidiaries or any of their respective Affiliates has any commitment or obligation or has made any representations to any managerdirector, officer, employee, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement. (ek) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Neither the Company does not have nor any of its Subsidiaries has any obligation to gross up, indemnify, indemnify or otherwise reimburse any individual for any excise taxes, interest, interest or penalties incurred pursuant to Section 409A of the Code. (fl) Each individual who The Company and each of its Subsidiaries is classified by the Company as an independent contractor currently and has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of in compliance with all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior Laws applicable to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or feesBenefit Plans.

Employee Benefit Matters. (a) Prior to Section 4.19(a) of the date hereofDisclosure Schedules contains, as of the Company has made available to Buyer Initial Disclosure Date, a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO)off, medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISAERISA (a “Benefit Plan”), which is or has been within the four (4) years prior to the Initial Disclosure Date been, maintained, sponsored, contributed to, or required to be contributed to by the Company either Seller for the benefit of any current or former member, manager, employee, officer, manager, retiree, independent contractor or consultant of each such Company either Seller or any spouse or dependent of such individual, or under which the Company or any of their ERISA Affiliates either Seller has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 4.19(a) of the Disclosure Schedules, each, a “Seller Benefit Plan”). (b) Each With respect to Seller Benefit Plan, Sellers have made available to Buyer complete and correct copies of each of the following: (i) where the Seller Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities has been reduced to Buyer Partieswriting, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and plan document together with all amendments; (ii) where the Seller Benefit Plan has not made been reduced to writing, a written summary of all material plan terms; (iii) copies of any representations summary plan descriptions, summaries of material modifications, employee handbooks and any other written employee or workplace policies; (iv) in the case of Seller Benefit Plan that is intended to any employeebe qualified under Section 401(a) of the Code, officera copy of the most recent determination, manager, independent contractor, opinion or consultant, whether or not legally binding, to adopt, amend, modify, or terminate advisory letter from the Internal Revenue Service; (v) in the case of any Benefit Plan or any collective bargaining agreementfor which a Form 5500 is required to be filed, in connection with the consummation a copy of the transactions contemplated by this Agreement most recently filed Form 5500, with schedules attached; (vi) reports related to any Benefit Plans with respect to the most recently completed plan years; and (vii) copies of material notices, letters or otherwiseother correspondence from the Internal Revenue Service, Department of Labor or Pension Benefit Guaranty Corporation relating to the Benefit Plan. (c) There Except as set forth in Section 4.19(c) of the Disclosure Schedules, Sellers’ Benefit Plans (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) have been established, administered and maintained in all material respects in accordance with its terms and in material compliance with all applicable Laws (including ERISA and the Code). Seller Benefit Plan that is intended to be qualified under Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and has received a favorable and current determination letter from the Internal Revenue Service, or with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and Sellers have received no written notification indicating that the qualified status is being threatened or may be revoked. To the Knowledge of Sellers, nothing has occurred with respect to any Seller Benefit Plan that could reasonably be expected to subject Buyer or any of its Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under Section 4975 of the Code. Except as set forth in Section 4.19(c) of the Disclosure Schedules, all benefits, contributions and premiums relating to Seller Benefit Plan have been timely paid in accordance in all material respects with the terms of Seller Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Seller Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP. (d) Neither Seller nor any of Sellers’ ERISA Affiliates have (i) incurred or reasonably expect to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code relating to employee benefit plans; (ii) withdrawn from any Seller Benefit Plan; or (iii) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA. (e) With respect to Seller Benefit Plan (i) no such plan is a Multiemployer Plan, (ii) no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); and (iii) no such plan is subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code. (f) Except as set forth in Section 4.19(f) of the Disclosure Schedules and other than as required under Section 601 et. seq. of ERISA or other applicable Law, no Seller Benefit Plan or other arrangement provides post-termination or retiree welfare (including medical) benefits to any individual for any reason. (g) Except as set forth in Section 4.19(g) of the Disclosure Schedules, within the four (4) years prior to the Initial Disclosure Date there have not been, and there are not currently, any pending or, to the Seller’s Sellers’ Knowledge, threatened Action Actions relating to a any Seller Benefit Plan (other than routine claims for benefits), and no Seller Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under under, or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (dh) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates either Seller relating to, or change in employee participation or coverage under, any Seller Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicableyear. None of the Seller, the Company, nor any of their Affiliates has any Sellers have no commitment or obligation or has have made any representations to any manager, officer, employee, independent contractor, or consultantrepresentations, whether or not legally binding, to adopt, amend, modify, amend or terminate modify any Seller Benefit Plan or any collective bargaining agreementPlan. (ei) Each Seller Benefit Plan that is subject to Section 409A of the Code has been administered operated in compliance in all material respects with its terms and the operational and documentary requirements of such Section 409A of the Code and all applicable regulatory guidance (including including, notices, rulings and proposed and final regulations). (j) thereunder. The Company does not have Except as set forth in Section 4.19(j) of the Disclosure Schedules, neither the execution of this Agreement nor any obligation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional or subsequent events): (i) entitle any current or former member, manager, officer, employee, independent contractor or consultant of either Seller to gross upseverance pay or any other payment; (ii) accelerate the time of payment, indemnifyfunding or vesting, or otherwise reimburse increase the amount of compensation due to any individual for such individual; (iii) increase the amount payable under or result in any excise taxes, interest, or penalties incurred other material obligation pursuant to any Seller Benefit Plan; or (iv) result in “excess parachute payments” within the meaning of Section 409A 280G(b) of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or fees.

Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “"employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA", which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their ERISA Affiliates its affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.20(a) of the Disclosure Schedules, each, a “"Benefit Plan”"). (b) With respect to each Benefit Plan, Seller has made available to Buyer accurate, current and complete copies of each of the following: (i) where the Benefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where the Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (intentionally deleted; (vi) actuarial valuations and reports related to any Benefit Plans with respect to the two most recently completed plan years; (vii) copies of material notices, letters or other correspondence from any government body. (c) Each Benefit Plan can be amended, terminated, terminated or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities to Buyer PartiesBuyer, the Company, Company or any of their Affiliates, Affiliates other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, managerdirector, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (cd) There is no pending or, to the Seller’s 's Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (de) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerdirector, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any managerdirector, officer, employee, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) Neither the execution of this Agreement nor any of the Disclosure Schedules contains a list transactions contemplated by this Agreement will (either alone or upon the occurrence of all persons who are employeesany additional or subsequent events): (i) entitle any current or former director, officer, employee, independent contractors, contractor or consultants consultant of the Company as of the date hereof, including to severance pay or any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) nameother payment; (ii) title accelerate the time of payment, funding or position vesting, or increase the amount of compensation (including whether fullstock-time or part-time)based compensation) due to any such individual; (iii) hire limit or retention daterestrict the right of the Company to merge, amend, or terminate any Benefit Plan; (iv) current annual base compensation rate increase the amount payable under or contract fee; (v) commission, bonus or result in any other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect material obligation pursuant to any compensation, commissions, bonuses, or feesBenefit Plan.

Employee Benefit Matters. (a) Prior to Section 4.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, termination, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Sellers for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company the Business or any spouse or dependent of such individual, or under which the Company Sellers or any of their ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 4.20(a) of the Disclosure Schedules, each, a “Benefit Plan”). (b) Each With respect to each Benefit Plan, Sellers have made available to Buyer accurate, current and complete copies of each of the following: (i) where the Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities has been reduced to Buyer Partieswriting, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and plan document together with all amendments; (ii) where the Benefit Plan has not made been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any representations to any employeetrust agreements or other funding arrangements, officercustodial agreements, managerinsurance policies and contracts, independent contractoradministration agreements and similar agreements, and investment management or consultantinvestment advisory agreements, whether now in effect or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, required in connection with the consummation future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) Each Benefit Plan and any related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA or multi-employer pension plan within the meaning of the Supplemental Pension Plans Act (Quebec), as amended (each a “Multiemployer Plan”)) has been established, administered and maintained in accordance with its terms and in compliance with all applicable Laws. Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and received a favorable and current determination letter from the Internal Revenue Service and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject Seller or any of its ERISA Affiliates or, with respect to any period on or after the Closing Date, Buyer or any of its Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under Sections 4975 or 4980H of the Code. All benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP. (d) Neither a Seller nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn from any Benefit Plan; (iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA; (v) incurred taxes under Section 4971 of the Code with respect to a single employer pension plan subject to Title IV of ERISA or a registered pension plan; or (vi) participated in a multiple employer welfare arrangements. (e) With respect to each Benefit Plan (i) no such plan is a Multiemployer Plan; (ii) no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); (iii) no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan; (iv) no such plan or the plan of any ERISA Affiliate maintained or contributed to within the last six (6) years is a single employer pension plan subject to Title IV of ERISA or a registered pension plan; and (v) no “reportable event,” as defined in Section 4043 of ERISA, with respect to which the reporting requirement has not been waived, has occurred with respect to any such plan. (f) Other than as required under Sections 601 to 608 of ERISA or other applicable Law, no Benefit Plan or other arrangement provides post-termination or retiree health benefits to any individual for any reason. (g) There is no pending or, to the Seller’s Sellers’ Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under under, or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (dh) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on Neither a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, Seller nor any of their its Affiliates has any commitment or obligation or has made any representations to any managerdirector, officer, employee, consultant or independent contractor, or consultantcontractor of the Business, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreementagreement or Contract with a Union. (ei) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including including, notices, rulings and proposed and final regulations) thereunder. The Company does Sellers do not have any obligation to gross up, indemnify, indemnify or otherwise reimburse any individual for any excise taxes, interest, interest or penalties incurred pursuant to Section 409A of the Code. (fj) Each individual who is classified by the Company Except as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) set forth in Section 3.16(g4.20(j) of the Disclosure Schedules contains a list Schedules, neither the execution of all persons who are employees, independent contractors, or consultants this Agreement nor any of the Company as of transactions contemplated by this Agreement will (either alone or upon the date hereof, including any employee who is on a leave of absence occurrence of any nature, paid additional or unpaid, authorized or unauthorized, and sets forth for each such individual the following: subsequent events): (i) nameentitle any current or former director, officer, employee, independent contractor or consultant of the Business to severance pay or termination pay or any other payment; (ii) title accelerate the time of payment, funding or position vesting, or increase the amount of compensation (including whether fullstock-time or part-time)based compensation) due to any such individual; (iii) hire increase the amount payable under or retention dateresult in any other material obligation pursuant to any Benefit Plan; (iv) current annual base compensation rate result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or contract fee; (v) commission, bonus require a “gross-up” or other incentive-based compensation; and (vipayment to any “disqualified individual” within the meaning of Section 280G(c) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or feesCode.

Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “"employee benefit plan” " within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (each, a each an “Employee Benefit Plan”). (b) Each Benefit Plan can be amended, terminatedNeither the Company nor any of its ERISA Affiliates has, or otherwise discontinued after the First Closing in accordance with its termsever has, without material liabilities to Buyer Partiessponsored, the Companymaintained, participated in, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (c) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority. (d) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating contributed to, or change in employee participation or coverage underhad an obligation to sponsor, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managermaintain, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractorparticipate in, or consultantcontribute to, whether an “employee benefit plan” within the meaning of Section 3(3) of ERISA or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan an arrangement that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (fc) Each individual who Employee Benefit Plan has been established, administered, and maintained in accordance with its terms and in compliance with all applicable Laws. (d) With respect to each Employee Benefit Plan, (i) no Action (other than routine claims for benefits in the ordinary course of business) are pending or threatened in writing or, to Seller’s Actual Knowledge, threatened orally against the Company, an Employee Benefit Plan or a fiduciary of an Employee Benefit Plan; (ii) no facts or circumstances exist that would give rise to any such Actions described in clause (i) immediately above; and (iii) except as set forth in Section 3.20(d) of the Disclosure Schedules there is classified no administrative investigation, audit or other administrative proceeding by the Company as Department of Labor, the Pension Benefit Guaranty Corporation, the IRS or other Governmental Authority pending or threatened in writing or, to Seller’s Actual Knowledge, threatened orally against the Company, an independent contractor has been properly classified for purposes Employee Benefit Plan or a fiduciary of participation and benefit accrual under each an Employee Benefit Plan. (ge) The Company has not now, nor has it had, the obligation to maintain, establish, sponsor, participate in or contribute to any Employee Benefit Plan or other similar arrangement that is subject to any Law or applicable custom or rule of any jurisdiction outside of the United States. (f) Except as set forth in Section 3.16(g3.20(f) of the Disclosure Schedules contains a list Schedules, neither the execution of all persons who are employeesthis Agreement or the consummation of transactions contemplated by this Agreement, either alone or in connection with any other event, will (i) entitle any employee or any current or former manager, director or independent contractors, or consultants contractor of the Company as to severance pay or any increase in severance pay upon any termination of employment or service after the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title accelerate the time of payment or position vesting or trigger any payment or funding (including whether full-time through a grantor trust or part-time); otherwise) of compensation or benefits under, increase the amount payable under, or trigger any other material obligation pursuant to, any Employee Benefit Plan, (iii) hire result in any breach or retention date; violation of, or a default under, any Employee Benefit Plan, or (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description result in the payment of any “excess parachute payments” within the meaning of Section 280G of the fringe benefits provided to each such individual as of the date hereofCode. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the The Company for services performed on or prior to the date hereof have been paid in full, and there are has no outstanding agreements, understandings or commitments of the Company liability nor is it a party with respect to any compensationgross-up provision or agreement in connection with Section 280G of the Code or excise Taxes under Section 409A or Section 4999 of the Code, commissionsin all material respects. (g) Each Employee Benefit Plan may be amended or terminated without the consent of the participants and without the imposition of any additional liability or penalties upon the Company or its ERISA Affiliates. The Company has not (i) announced its intention, bonusesmade any amendment or any binding commitment, or feesgiven written or oral notice providing that it shall increase benefits under any Employee Benefit Plan, (ii) created or adopted any arrangement that would be considered an Employee Benefit Plan once established, or (iii) agreed not to exercise any right or power to amend, suspend or terminate any Employee Benefit Plan.

Employee Benefit Matters. (a) Prior to Section 3.18(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity, equity or other equity-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disabilityoff, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, (x) which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Seller for the benefit of any current or former employee, officer, director, manager, retiree, independent contractor or consultant of each such Company the Business or any spouse or dependent of such individual, or (y) under which the Company Seller or any of their its ERISA Affiliates has or may have any Liability, or (z) with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (each, a “Benefit Plan”). Seller has provided to Buyer (i) true and correct copies of each Benefit Plan (or, to the extent there is no written copy of a Benefit Plan, a written summary of the terms and participants of such Benefit Plan) and (ii) to the extent applicable to such Benefit Plan: all trust agreements, insurance contracts or other funding arrangements; (iii) the three (3) most recent Form 5500s and all schedules thereto; (iv) the most recent IRS determination letter; (v) all current employee handbooks or manuals; (vi) all current summary plan descriptions; (vii) all material communications received from or sent to the IRS, PBGC, or the Department of Labor (including a written description of any oral communications); (viii) all current actuarial reports; and (ix) all amendments and modifications to any such document. (b) None of Seller or any of its ERISA Affiliates has ever maintained or contributed to a benefit plan subject to Title IV of ERISA or has any liability with respect thereto or any Benefit Plan that is a “multiple employer welfare arrangement” as defined in §3(40) of ERISA, a “voluntary employees’ beneficiary association” (as defined in Section 501(c)(9) of the Code), or other funded arrangement for the provision of welfare benefits or a welfare benefit plan that is self-insured. Each Benefit Plan can be amendedand related trust has been established, terminated, or otherwise discontinued after the First Closing administered and maintained in all material respects in accordance with its terms, without material liabilities to Buyer Parties, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred terms and in compliance with all applicable Laws and each such Benefit Plan is fully funded on a termination eventbasis (to the extent applicable). The Company has no commitment or obligation and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (c) There is no material Action pending or, to the Seller’s Knowledge, threatened Action relating to a threatened, against any Benefit Plan or the assets of any Benefit Plan (other than routine claims for benefits)) and, and to the Seller’s Knowledge, no facts or circumstances exist that would reasonably be expected to give rise to any such material Action. There has been no prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available with respect to any Benefit Plan. To the Seller’s Knowledge, no fiduciary, as described in Section 3(21) of ERISA, of any Benefit Plan has within any material Liability for breach of fiduciary duty or any other failure to act or comply in connection with the three years prior administration or investment of the assets of any Benefit Plan. (c) Each Benefit Plan intended to be qualified under Section 401(a) of the Code, and the trust (if any) forming a part thereof, is so qualified and has received a favorable determination letter from the IRS as to its qualification under the Code and to the effect that each such trust is exempt from taxation under Section 501(a) of the Code and, to the Seller’s Knowledge, nothing has occurred since the date hereof been the subject of an examination such determination letter that could adversely affect such qualification or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, selftax-correction, or similar program sponsored by any Governmental Authorityexempt status. (d) There has been no amendment toThe Seller does not maintain, announcement by sponsor, contribute or have any Seller, the Company or any of their Affiliates relating obligation to contribute to, or change in employee participation have any Liability or coverage underwould reasonably be expected to have any Liability with respect to, any Benefit Plan providing health or collective bargaining agreement that would increase life insurance or other welfare-type benefits for former, current or future retired or terminated employees or service providers (or any spouse or other dependent thereof) other than as mandated by the annual expense group health plan continuation coverage requirements of maintaining such plan above the level Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the expense incurred for Code, and of any similar state Law. (e) Neither the most recently completed fiscal year (execution of this Agreement nor any of the transactions contemplated by this Agreement, other than on a de minimis basisthe Closing Employment Agreement and the Closing Consulting Agreement, will (either alone or upon the occurrence of any additional or subsequent events): (i) with respect to entitle any managercurrent or former director, managers, officer, employee, independent contractor or consultant, as applicable. None consultant of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations Business to any manager, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan severance pay or any collective bargaining agreement. (e) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) nameother payment; (ii) title accelerate the time of payment, funding or position (including whether full-time vesting, or part-time)increase the amount of compensation due to any such individual; (iii) hire increase the amount payable under or retention dateresult in any other material obligation pursuant to any Benefit Plan; (iv) current annual base compensation rate result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or contract fee; (v) commission, bonus require a “gross-up” or other incentive-based compensation; and (vipayment to any “disqualified individual” within the meaning of Section 280G(c) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, Code or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or feesother individual for payment.

Employee Benefit Matters. (a) Prior to Section 4.18(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disabilityoff, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Seller or any Acquired Entity for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company the Business or any spouse or dependent of such individual, or under which the Company Seller or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 4.18(a) of the Disclosure Schedules, each, a “Benefit Plan”). Seller has separately identified in Section 4.18(a) of the Disclosure Schedules each Benefit Plan that is maintained, sponsored, contributed to, or required to be contributed to by Seller or any Acquired Entity primarily for the benefit of employees of the Business outside of the United States (a “Non-U.S. Benefit Plan”). (b) With respect to each Benefit Plan, Seller has made available to Buyer accurate, current and complete copies of each of the following, to the extent applicable: (i) where the Benefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where the Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect; (iv) copies of the current version of any summary plan descriptions, summaries of material modifications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service; (vi) in the case of any Benefit Plan for which a Form 5500 is required to be filed, a copy of the two most recently filed Form 5500, with schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) Each Benefit Plan can be amendedand related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, terminated, or otherwise discontinued after the First Closing administered and maintained in accordance with its terms, without material liabilities to Buyer Partiesterms and in compliance with all applicable Laws (including ERISA, the CompanyCode and any applicable local Laws). Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and has received a favorable and current determination letter from the Internal Revenue Service, or with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject Seller or any of their its ERISA Affiliates or, with respect to any period on or after the Closing Date, Buyer or any of its Affiliates, other than ordinary administrative expenses typically to a penalty under Section 502 of ERISA or to tax or penalty under Section 4975 of the Code. All benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP. All Non-U.S. Benefit Plans, if any, that are intended to be funded and/or book reserved are funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions. (d) Neither Seller nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; or (iii) engaged in any transaction which would give rise to material Liability under Section 4069 or Section 4212(c) of ERISA. (e) With respect to each Benefit Plan (i) except as set forth in Section 4.18(e) of the Disclosure Schedules, no such plan is a termination Multiemployer Plan, and (A) all contributions required to be paid by Seller or its ERISA Affiliates have been timely paid to the applicable Multiemployer Plan, (B) neither Seller nor any ERISA Affiliate has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, and (C) a complete withdrawal from all such Multiemployer Plans at the Effective Time would not result in any material Liability to Seller or any Acquired Entity; (ii) no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); (iii) no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan; (iv) no such plan is subject to the minimum funding standards of Section 412 of the Code or Title IV of ERISA, and none of the Purchased Assets is, or may reasonably be expected to become, the subject of any lien arising under Section 302 of ERISA or Section 412(a) of the Code; and (v) no “reportable event. The Company ,” as defined in Section 4043 of ERISA, has no commitment or obligation and has not made any representations occurred with respect to any employeesuch plan. (f) Other than as required under Section 601 et seq. of ERISA or other applicable Law, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any no Benefit Plan or other arrangement provides post-termination or retiree welfare benefits to any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwiseindividual for any reason. (cg) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and and, to Seller’s Knowledge, no Benefit Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under under, or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (dh) There has been no amendment to, announcement by any Seller, the Company Seller or any of their its Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerdirector, officer, employee, consultant or independent contractor or consultantof the Business, as applicable. None of the Seller, the Company, Neither Seller nor any of their its Affiliates has any commitment or obligation or has made any representations representation to any managerdirector, officer, employee, consultant or independent contractor, or consultantcontractor of the Business, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement. (ei) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including including, notices, rulings and proposed and final regulations) thereunder. The Company does not have No Seller or any Acquired Entity has any obligation to gross up, indemnify, indemnify or otherwise reimburse any individual for any excise taxes, interest, interest or penalties incurred pursuant to Section 409A of the Code. (fj) Each individual who is classified by Neither the Company as an independent contractor has been properly classified for purposes execution of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) this Agreement nor any of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, transactions contemplated by this Agreement will (either alone or consultants of upon the Company as of the date hereof, including any employee who is on a leave of absence occurrence of any nature, paid additional or unpaid, authorized or unauthorized, and sets forth for each such individual the following: subsequent events): (i) nameentitle any current or former director, officer, employee, independent contractor or consultant of the Business to severance pay or any other payment; (ii) title accelerate the time of payment, funding or position (including whether full-time vesting, or part-time)increase the amount of compensation due to any such individual; (iii) hire increase the amount payable under or retention dateresult in any other material obligation pursuant to any Benefit Plan; (iv) current annual base compensation rate result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or contract fee; (v) commission, bonus require a “gross-up” or other incentive-based compensation; and (vipayment to any “disqualified individual” within the meaning of Section 280G(c) a description of the fringe benefits provided Code. (k) With respect to each such individual as of the date hereof. As of the date hereofBenefit Plan, each applicable Seller or Acquired Entity has satisfied or will satisfy timely all compensationreporting obligations, including wagesbut not limited to, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in fullextent applicable, the filing of Forms 5500 and there are no outstanding agreements, understandings or commitments of 1095-C with the Company with respect to any compensation, commissions, bonuses, or feesapplicable Governmental Authority.

Employee Benefit Matters. (a) Prior to the date hereof, the Company has made available to Buyer Schedule 3.20(a)(i) contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar material agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been in the preceding three (3) years maintained, sponsored, contributed to, or required to be contributed to by the Company and its Subsidiaries for the benefit of any United States based current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company and its Subsidiaries or any spouse or dependent of such individual, or under which the Company Company, its Subsidiaries or any of their ERISA Affiliates has or may have any Liability, or with respect to which Buyer Parent or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Schedule 3.20(a)(i), each, a “Benefit Plan”). Schedule 3.20(a)(ii) contains a true and complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity, stock or stock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, fringe-benefit and other similar material agreement, plan, policy, program or arrangement providing benefits for any non-United States based employee of the Company or any of its Subsidiaries (“Non-US Benefit Plans”). (b) Each With respect to each Benefit Plan can be amendedand Non-US Benefit Plan, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities to Buyer Parties, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (c) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority. (d) There has been no amendment to, announcement by any Selleras applicable, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations available to any managerParent accurate, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject to Section 409A current and complete copies of the Code has been administered in compliance with its terms and the operational and documentary requirements each of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title where the Benefit Plan or position (including whether fullNon-time or part-time); (iii) hire or retention date; (iv) US Benefit Plan has been reduced to writing, the plan document together with all current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or fees.amendments;

Employee Benefit Matters. (a) Prior to Section 3.14(a) of the date hereof, the Company has made available to Buyer true and correct copies Disclosure Schedules contains a list of each pension, benefit, retirement, supplemental retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity or other equitystock, stock-based, change in control, retention, severance, salary continuation, accrued leave, sick leave, vacation, paid time off (PTO)off, health, medical, vision, dentalwelfare, disability, welfarelife insurance, Code Section 125 cafeteriaaccidental death and dismemberment, fringe benefit benefit, and other similar agreement, plan, contract, policy, program program, practice, or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISAERISA and each “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code (a “VEBA”), whether or not tax-qualified and whether or not subject to ERISA, which is or has been established, maintained, sponsored, contributed to, or required to be contributed to by the Company Live Area Companies for the benefit of any current or former employee, officer, managerdirector, retiree, Worker, independent contractor contractor, or consultant of each such Company the LiveArea Companies or any spouse or dependent of such individual, or under which the Company Parent or any of their ERISA Affiliates Affiliate has or may have any Liabilityliability, or with respect to which Buyer Buyers or any of its their Affiliates would reasonably be expected to have any Liabilityliability, contingent or otherwise (as listed on Section 3.14(a) of the Disclosure Schedules, each, a “Benefit Plan”). (b) Parent has made available to US Buyer accurate, current, and complete copies of each of the following, as applicable: (i) for each Benefit Plan where the Benefit Plan has been reduced to writing, the plan document and all amendments; (ii) for each Benefit Plan where the Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (iii) for each Foreign Benefit Plan, any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration and service provider agreements; (iv) for each Benefit Plan, any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, employee handbooks, and any other material written communications disclosed to participants during the ordinary course of administering such Benefit Plans; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion, or advisory letter from the Internal Revenue Service (“IRS”), and copies of any nondiscrimination and top heavy tests performed under the Code for the three (3) prior years, and (vi) for each Foreign Benefit Plan, any actuarial valuations and reports for the three most recently completed plan years. (c) Each Benefit Plan can and related trust complies in all material respects with all applicable Laws (including ERISA, the Code and the Affordable Care Act). Each Benefit Plan that is intended to be amended, terminatedqualified under Section 401(a) of the Code (a “Qualified Benefit Plan”) has received a favorable determination letter from the IRS, or otherwise discontinued after with respect to a pre-approved plan, can rely on an opinion letter from the First Closing IRS to the pre-approved plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan is exempt from federal income taxes under Section 401(a) of the Code, and to Sellers’ Knowledge, no event has occurred which could cause the IRS to revoke such letter or adversely affect the qualified status of such Qualified Benefit Plan. Each Benefit Plan has been established, administered, and maintained in accordance with its terms, without material liabilities to Buyer Partiesterms and in compliance with all applicable Laws (including ERISA, the CompanyCode, the Affordable Care Act, and any applicable local Laws) and nothing has occurred that could reasonably be expected to cause the revocation of such determination letter or exemption letter, as the case may be, from the IRS or the unavailability of reliance on such opinion letter or exemption letter, as the case may be, from the IRS. With respect to any Benefit Plan, to Sellers’ Knowledge, no event has occurred or is reasonably expected to occur that has resulted in or would subject the LiveArea Pre-Reorg Parties with respect to the LiveArea Business or the LiveArea Companies to a Tax under Section 4971 of the Code or the assets of the LiveArea Pre-Reorg Parties with respect to the LiveArea Business or the LiveArea Companies to a lien under Section 430(k) of the Code. (d) There are no Benefit Plans that are sponsored or maintained by LiveArea US, and LiveArea US has had no obligation to provide employee benefit plan coverage or any other liability with respect to the employee benefits of their Affiliatestemporary staffing firm or leased employees providing services to LiveArea US. (e) Each Benefit Plan set forth in Section 3.14(a) of the Disclosure Schedules may be amended or terminated in accordance with its terms without the imposition of any material liability, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment related to such amendment or obligation and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwisetermination. (cf) Neither Parent nor any ERISA Affiliate has now or at any time within the previous six years contributed to, sponsored, or maintained any (i) “multiemployer plan” within the meaning of Section 3(37) of ERISA, (ii) “single-employer plan” within the meaning of Section 4001(a)(15) of ERISA, (iii) “multiple employer plan” within the meaning of Section 413(c) of the Code, (iv) contributed to, sponsored, or maintained any “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA or (v) VEBA within the meaning of Section 501(c)(9) of the Code. None of the Benefit Plans are subject to the minimum funding standards of Section 302 of ERISA or Sections 412 or 418(B) of the Code, and none of the assets of the LiveArea Companies or any ERISA Affiliate is, or may reasonably be expected to become, the subject of any lien arising under Section 303 of ERISA or Sections 430 or 436 of the Code. (g) Other than as required under Section 4980B of the Code or other applicable Law, no Benefit Plan provides benefits or coverage in the nature of health, life or disability insurance following retirement or other termination of employment (other than death benefits when termination occurs upon death). (h) There is no pending or, to the Seller’s Sellers’ Knowledge, threatened Action action relating to a Benefit Plan (other than routine claims for benefitsbenefit claims), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority. (di) There has been no amendment toNo Benefit Plan exists that could: (i) result in a material payment to any Employee of any money or other property; (ii) accelerate the vesting of or provide any additional material rights or benefits (including funding of compensation or benefits through a trust or otherwise) to any Employee, announcement by except as a result of any Seller, partial plan termination resulting from this Agreement; or (iii) materially limit or restrict the Company ability of Buyers or any of their Affiliates relating toto merge, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, amend or terminate any Benefit Plan or any collective bargaining agreementPlan, in each case, as a result of the execution of this Agreement. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in “excess parachute payments” within the meaning of Section 280G(b) of the Code. (ej) Each Benefit Plan that is subject to a nonqualified deferred compensation plan within the meaning of Section 409A(d)(1) of the Code has been maintained in documentary and operational compliance with Section 409A of the Code and the regulations and guidance promulgated thereunder. There is no obligation under any Benefit Plan to indemnify or “gross up” any individual for excise taxes arising under Sections 409A or 4999 of the Code. (k) Each Foreign Benefit Plan (i) complies with and has been administered in material compliance with its terms and the operational and documentary requirements of Section 409A laws of the Code and all applicable regulatory guidance (including noticesforeign country, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title if required to be registered or position (including whether full-time approved with a Governmental Authority in such foreign country, has been so registered or part-time); approved, and (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commissionif intended to qualify for special tax treatment in such foreign country, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided satisfies all requirements necessary to each qualify for such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or feesspecial tax treatment.

Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each material pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.20(a) of the Disclosure Schedules, each, a “Benefit Plan”). (b) Each With respect to each material Benefit Plan, the Company has made available to Buyer accurate, current and complete copies of each of the following: (i) where the Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities has been reduced to Buyer Partieswriting, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and plan document together with all amendments; (ii) where the Benefit Plan has not made been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any representations to trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as a result of the Transactions or otherwise; (iv) copies of any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate summary plan descriptions and employee handbooks; (v) in the case of any Benefit Plan or any collective bargaining agreement, in connection with the consummation that is intended to be qualified under Section 401(a) of the transactions contemplated by this Agreement Code, a copy of the most recent determination, opinion or otherwiseadvisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the most recently filed Form 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the most recently completed plan year; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material non-routine notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan received in the last three years. (c) There Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and received a favorable and current determination letter from the Internal Revenue Service with respect to the most recent five year filing cycle, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and, nothing has occurred that would adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject the Company or any of its ERISA Affiliates or, with respect to any period on or after the Closing Date, Buyer or any of its Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under Sections 4975 of the Code. (d) All benefits, contributions and premiums relating to each Benefit Plan have been timely paid in material compliance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and, all benefits accrued under any unfunded Benefit Plan have in all material respects been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, GAAP. (e) Neither the Company nor any of its ERISA Affiliates has in the last six years sponsored, administered or otherwise contributed to (and no Benefit Plan is) any of the following: (1) a plan subject to Section 302 or Title IV of ERISA or Section 412 of the Code; (2) a “multiemployer plan” (as defined under Section 3(37) of ERISA) or a collectively bargained plan subject to Section 413 of the Code; (3) a “single employer plan” (as defined under Section 4001(a)(15) of ERISA) that could result in liability for the Company under Section 4063 or 4064 of ERISA (i.e., a multiple-employer plan); (4) self-insured “group health plan” (as defined under Section 5000(b)(1) of the Code); (5) a “voluntary employees’ beneficiary association” (as defined under Section 501(c)(9) of the Code); or (6) a multiple employer welfare arrangement (MEWA). (f) Except as set forth in Section 3.20(f) of the Disclosure Schedules and other than as required under Sections 601 to 608 of ERISA or other applicable Law, and other than under the Company’s severance arrangements or benefits provided under Company’s short-term disability or long-term disability benefit plans, no Benefit Plan provides post-termination or retiree health benefits to any individual for any reason. (g) Except as set forth in Section 3.20(g) of the Disclosure Schedules, there is no pending or, to the Seller’s Sellers’ Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years (3) year prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (d) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement. (eh) Each Benefit Plan that is subject to Section 409A of the Code has been administered in material compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, indemnify or otherwise reimburse any individual for any excise taxes, interest, interest or penalties incurred pursuant to Section 409A of the Code. (fi) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (gj) Except as set forth in Section 3.16(g3.20(j) of the Disclosure Schedules contains a list Schedules, neither the execution of all persons who are employeesthis Agreement nor any of the Transactions will (either alone or upon the occurrence of any additional or subsequent events): (i) entitle any current or former director, officer, employee, independent contractors, contractor or consultants consultant of the Company as of the date hereof, including to severance pay or any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) nameother payment; (ii) title accelerate the time of payment, funding or position vesting, or increase the amount of compensation (including whether fullstock-time or part-time)based compensation) due to any such individual; (iii) hire limit or retention daterestrict the right of the Company to merge, amend, or terminate any Benefit Plan; (iv) current annual base compensation rate increase the amount payable under or contract feeresult in any other material obligation pursuant to any Benefit Plan; (v) commission, bonus result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or other incentive-based compensation; and (vi) require a description “gross-up” or other payment to any “disqualified individual” within the meaning of Section 280G(c) of the fringe benefits provided to each such individual as Code. (k) The Company is in compliance in all material respects with the requirements of the date hereof. As Patient Protection and Affordable Care Act of 2010, as amended, and all regulations thereunder (together, the “ACA”), as well as any similar provisions of state or local law, including all requirements relating to eligibility waiting periods and the offer of or provision of minimum essential coverage that is compliant with Section 36B(c)(2)(C) of the date hereof, all compensationCode and the regulations issued thereunder to full-time employees as defined in Section 4980H(c)(4) of the Code and the regulations issued thereunder. No excise tax or penalty under the ACA, including wagesSections 4980D and 4980H of the Code, commissionsis outstanding, bonuses, fees and other compensation, payable to all employees, independent contractorshas accrued, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company has arisen with respect to any compensationperiod prior to the Closing, commissions, bonuseswith respect to any Benefit Plan. The Company does not have any unsatisfied obligations to any Company employees or qualified beneficiaries pursuant to the ACA, or feesany state or local Law governing health care coverage or benefits that would result in any liability to the Company. The Company has maintained records necessary to demonstrate its compliance with the ACA and any other similar state or local law.

Employee Benefit Matters. (a) Prior to Section 3.18(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, director, manager, partner, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (each, a “Benefit Plan”). (b) Each With respect to each Benefit Plan, Sellers have made available to Buyer accurate, current and complete copies of each of the following to the extent applicable: (i) the plan document together with all amendments (or where the Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities to Buyer Parties, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made been reduced to writing, a written summary of all material plan terms); (ii) each trust, insurance, annuity or other funding Contract related thereto; (iii) copies of any representations to summary plan descriptions, including any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate summaries of material modifications and summaries of benefits and coverage; (iv) in the case of any Benefit Plan or any collective bargaining agreement, in connection with the consummation that is intended to be qualified under Section 401(a) of the transactions contemplated by this Agreement Code, a copy of the most recent determination, opinion or otherwiseadvisory letter from the Internal Revenue Service; (v) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two (2) most recently filed Forms 5500, with all corresponding schedules and financial statements attached, to the extent applicable; (vi) actuarial valuations and reports related to any Benefit Plans with respect to the two (2) most recently completed plan years, to the extent applicable; (vii) the most recent nondiscrimination tests performed under the Code; and (viii) copies of material notices, letters or other correspondence from any Governmental Authority relating to the Benefit Plan. (c) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority. (d) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject intended to be qualified within the meaning of Section 409A 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and has been administered in compliance with its terms received a favorable and current determination letter from the Internal Revenue Service or can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor to the effect that such Qualified Benefit Plan is so qualified and that the plan and the operational trust related thereto are exempt from federal income taxes under Sections 401(a) and documentary requirements of Section 409A 501(a), respectively, of the Code Code, and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereundernothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. The Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject the Company does not have or any obligation of its ERISA Affiliates to gross up, indemnify, a penalty under Section 502 of ERISA or otherwise reimburse any individual for any excise taxes, interest, to Tax or penalties incurred pursuant to Section 409A penalty under Sections 4975 or 4980H of the Code. (fd) Each individual who is classified by No Benefit Plan is, and neither the Company as an independent contractor has been properly classified for purposes nor any of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employeesits ERISA Affiliates maintains, independent contractorscontributes to, or consultants of the Company as of the date hereofhas any obligation to contribute to, including or has maintained, contributed to, had any employee who is on a leave of absence of obligation to contribute to or otherwise had any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the followingliability with respect to any: (i) namesingle employer plan or other pension plan that is subject to Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code; (ii) title or position (including whether full-time or part-time)“multiemployer plan,” within the meaning of Section 3(37) of ERISA; (iii) hire “multiple employer plan” within the meaning of Section 413(c) of the Code; or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description “multiple employer welfare arrangement” within the meaning of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or fees.Section 3(40)

Employee Benefit Matters. (a) Prior to Section 4.19(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Seller for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company the Business or any spouse or dependent of such individual, or under which the Company Seller or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 4.19(a) of the Disclosure Schedules, each, a “Benefit Plan”). (b) Each With respect to each Benefit Plan, Seller has made available to Buyer accurate, current and complete copies of each of the following: (i) where the Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities has been reduced to Buyer Partieswriting, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and plan document together with all amendments; (ii) where the Benefit Plan has not made been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any representations to any employeetrust agreements or other funding arrangements, officercustodial agreements, managerinsurance policies and contracts, independent contractoradministration agreements and similar agreements, and investment management or consultantinvestment advisory agreements, whether now in effect or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, required in connection with the consummation future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, sample COBRA forms, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification, if applicable; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the most recently completed plan years, if applicable; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) There Except as set forth in Section 4.19(c) of the Disclosure Schedules, each Benefit Plan and any related trust has been established, administered and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA, the Code and any applicable local Laws). Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and received a favorable and current determination letter from the Internal Revenue Service with respect to the most recent five year filing cycle, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject Seller or any of its ERISA Affiliates or, with respect to any period on or after the Closing Date, Buyer or any of its Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under Sections 4975 or 4980H of the Code. No pension plan which is subject to minimum funding requirements (each a “Single Employer Plan”) in which employees of the Business or any ERISA Affiliate participate or have participated has an “accumulated funding deficiency,” whether or not waived, or is subject to a lien for unpaid contributions under Section 303(k) of ERISA or Section 430(k) of the Code. No Single Employer Plan covering employees of the Business which is a defined benefit plan has an “adjusted funding target attainment percentage,” as defined in Section 436 of the Code, less than 80%. Except as set forth in Section 4.19(c) of the Disclosure Schedules, all benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP. (d) Neither Seller nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn from any Benefit Plan; (iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA; (v) incurred taxes under Section 4971 of the Code with respect to any Single Employer Plan; or (vi) participated in a multiple employer welfare arrangements (MEWA). (e) No Benefit Plan of Seller or any Affiliate is subject to Title IV of ERISA. No Benefit Plan is or ever was a “multiemployer plan” as that term is defined in Section 3(37) of ERISA. No Benefit Plan is a “multiple employer welfare arrangement” as that term is defined in Section 3(40) of ERISA. (f) Except as set forth in Section 4.19(f) of the Disclosure Schedules and other than as required under Sections 601 to 608 of ERISA or other applicable Law, no Benefit Plan or other arrangement provides post-termination or retiree health benefits to any individual for any reason. (g) Except as set forth in Section 4.19(g) of the Disclosure Schedules, there is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under under, or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (dh) There has been no amendment to, announcement by any Seller, the Company Seller or any of their its Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerdirector, officer, employee, consultant or independent contractor or consultantof the Business, as applicable. None of the Seller, the Company, Neither Seller nor any of their its Affiliates has any commitment or obligation or has made any representations to any managerdirector, officer, employee, consultant or independent contractor, or consultantcontractor of the Business, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement. (ei) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including including, notices, rulings and proposed and final regulations) thereunder. The Company Seller does not have any obligation to gross up, indemnify, indemnify or otherwise reimburse any individual for any excise taxes, interest, interest or penalties incurred pursuant to Section 409A of the Code. (fj) Each individual who is classified by the Company Except as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) set forth in Section 3.16(g4.19(j) of the Disclosure Schedules contains a list Schedules, neither the execution of all persons who are employees, independent contractors, or consultants this Agreement nor any of the Company as of transactions contemplated by this Agreement will (either alone or upon the date hereof, including any employee who is on a leave of absence occurrence of any nature, paid additional or unpaid, authorized or unauthorized, and sets forth for each such individual the following: subsequent events): (i) nameentitle any current or former director, officer, employee, independent contractor or consultant of the Business to severance pay or any other payment that will become the obligation of Buyer; (ii) title accelerate the time of payment, funding or position vesting, or increase the amount of compensation (including whether fullstock-time or part-time)based compensation) due to any such individual; (iii) hire increase the amount payable under or retention dateresult in any other material obligation pursuant to any Benefit Plan; (iv) current annual base compensation rate result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or contract fee; (v) commission, bonus require a “gross-up” or other incentive-based compensation; and (vipayment to any “disqualified individual” within the meaning of Section 280G(c) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or feesCode.

Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.20(a) of the Disclosure Schedules, each, a “Benefit Plan”). The Company has separately identified in Section 3.20(a) of the Disclosure Schedules (i) each Benefit Plan that contains a change in control provision and (ii) each Benefit Plan that is maintained, sponsored, contributed to, or required to be contributed to by the Company primarily for the benefit of employees outside of the United States (a “Non-U.S. Benefit Plan”). (b) With respect to each Benefit Plan, Seller has made available to Buyer accurate, current and complete copies of each of the following: (i) where the Benefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where the Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, COBRA communications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the two most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) Each Benefit Plan and any related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA, the Code and any applicable local Laws). Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and received a favorable and current determination letter from the Internal Revenue Service with respect to the most recent five year filing cycle, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject the Company or any of its ERISA Affiliates or, with respect to any period on or after the Closing Date, Buyer or any of its Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under Sections 4975 or 4980H of the Code. No pension plan (other than a Multiemployer Plan) which is subject to minimum funding requirements, including any multiple employer plan, (each, a “Single Employer Plan”) in which employees of the Company or any ERISA Affiliate participate or have participated has an “accumulated funding deficiency”, whether or not waived, or is subject to a lien for unpaid contributions under Section 303(k) of ERISA or Section 430(k) of the Code. No Single Employer Plan covering employees of the Company which is a defined benefit plan has an “adjusted funding target attainment percentage,” as defined in Section 436 of the Code, less than 80%. All benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, GAAP. All Non-U.S. Benefit Plans that are intended to be funded and/or book-reserved are funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions. (d) Neither the Company nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn from any Benefit Plan; (iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA; (v) incurred taxes under Section 4971 of the Code with respect to any Single Employer Plan; or (v) participated in a multiple employer welfare arrangements (MEWAs). (e) With respect to each Benefit Plan (i) no such plan is a Multiemployer Plan and (A) all contributions required to be paid by the Company or its ERISA Affiliates have been timely paid to the applicable Multiemployer Plan; (B) neither the Company nor any ERISA Affiliate has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, and (C) a complete withdrawal from all such Multiemployer Plans at the Effective Time would not result in any material liability to the Company and no Multiemployer Plan is in critical, endangered or seriously endangered status or has suffered a mass withdrawal; (ii) no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); (iii) no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan; (iv) no such plan or the plan of any ERISA Affiliate maintained or contributed to within the last six (6) years is a Single Employer Plan subject to Title IV of ERISA; and (v) no “reportable event,” as defined in Section 4043 of ERISA, with respect to which the reporting requirement has not been waiver has occurred with respect to any such plan. (f) Each Benefit Plan can be amended, terminated, terminated or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities to Buyer PartiesBuyer, the Company, Company or any of their Affiliates, Affiliates other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, managerdirector, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (cg) Other than as required under Sections 601 to 608 of ERISA or other applicable Law, no Benefit Plan provides post-termination or retiree health benefits to any individual for any reason, and neither the Company nor any of its ERISA Affiliates has any Liability to provide post-termination or retiree health benefits to any individual or ever represented, promised or contracted to any individual that such individual would be provided with post-termination or retiree health benefits. (h) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (di) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerdirector, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any managerdirector, officer, employee, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement. (ej) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, indemnify or otherwise reimburse any individual for any excise taxes, interest, interest or penalties incurred pursuant to Section 409A of the Code. (fk) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (gl) Section 3.16(g) Neither the execution of this Agreement nor any of the Disclosure Schedules contains a list transactions contemplated by this Agreement will (either alone or upon the occurrence of all persons who are employeesany additional or subsequent events): (i) entitle any current or former director, officer, employee, independent contractors, contractor or consultants consultant of the Company as of the date hereof, including to severance pay or any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) nameother payment; (ii) title accelerate the time of payment, funding or position vesting, or increase the amount of compensation (including whether fullstock-time or part-time)based compensation) due to any such individual; (iii) hire limit or retention daterestrict the right of the Company to merge, amend, or terminate any Benefit Plan; (iv) current annual base compensation rate increase the amount payable under or contract feeresult in any other material obligation pursuant to any Benefit Plan; (v) commission, bonus result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or other incentive-based compensation; and (vi) require a description “gross-up” or other payment to any “disqualified individual” within the meaning of Section 280G(c) of the fringe benefits provided Code. Seller has made available to each such individual as Buyer true and complete copies of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, any Section 280G calculations prepared (whether or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company not final) with respect to any compensation, commissions, bonuses, or feesdisqualified individual in connection with the transactions.

Employee Benefit Matters. (a) Prior to the date hereofSeller does not, the Company and has made available to Buyer true and correct copies of each never had, any pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and or other similar agreement, plan, policy, program or arrangement (and any amendments thereto)arrangement, in each case whether or not reduced to writing and whether funded or unfunded, including each “any "employee benefit plan” " within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Seller for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company the Business or any spouse or dependent of such individual, or under which the Company Seller or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (each, a “"Benefit Plan”"). Seller does not, and has never had, any Benefit Plan that is maintained, sponsored, contributed to, or required to be contributed to by Seller primarily for the benefit of employees of the Business outside of the United States (a "Non-U.S. Benefit Plan"). (b) Each Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities to Buyer Parties, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (c) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority. (d) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, Neither Seller nor any of their its Affiliates has any commitment or obligation or has made any representations to any managerdirector, officer, employee, consultant or independent contractor, or consultantcontractor of the Business, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement. (ec) Each Benefit Plan that is subject to Except as set forth on Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) 4.19 of the Disclosure Schedules contains a list Schedules, neither the execution of all persons who are employees, independent contractors, or consultants this Agreement nor any of the Company as of transactions contemplated by this Agreement will (either alone or upon the date hereof, including any employee who is on a leave of absence occurrence of any nature, paid additional or unpaid, authorized or unauthorized, and sets forth for each such individual the following: subsequent events): (i) nameentitle any current or former director, officer, employee, independent contractor or consultant of the Business to severance pay or any other payment in connection with their service to Seller; (ii) title accelerate the time of payment, funding or position vesting, or increase the amount of compensation (including whether fullstock-time or part-time)based compensation) due to any such individual; (iii) hire result in "excess parachute payments" within the meaning of Section 280G(b) of the Code; or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus require a "gross-up" or other incentive-based compensation; and (vipayment to any "disqualified individual" within the meaning of Section 280G(c) a description of the fringe benefits provided Code. Seller has made available to each such individual as Buyer true and complete copies of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, any Section 280G calculations prepared (whether or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company not final) with respect to any compensation, commissions, bonuses, or feesdisqualified individual in connection with the transactions.

Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Company, any Subsidiary, or any Affiliated Practice for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company the Company, any Subsidiary, or any Affiliated Practice or any spouse or dependent of such individual, or under which the Company Company, any Subsidiary, or any Affiliated Practice or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.20(a) of the Disclosure Schedules, each, a “Benefit Plan”). The Company has separately identified in Section 3.20(a) of the Disclosure Schedules each Benefit Plan that contains a change in control provision. (b) With respect to each Benefit Plan, Seller has made available to Buyer accurate, current and complete copies of each of the following: (i) where the Benefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where the Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, COBRA communications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the two most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) Each Benefit Plan and any related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA, the Code and any applicable local Laws). Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and received a favorable and current determination letter from the Internal Revenue Service with respect to the most recent five year filing cycle, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject the Company, any Subsidiary, or any Affiliated Practice or any of its ERISA Affiliates or, with respect to any period on or after the Closing Date, Buyer or any of its Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under Sections 4975 or 4980H of the Code. No pension plan (other than a Multiemployer Plan) which is subject to minimum funding requirements, including any multiple employer plan, (each, a “Single Employer Plan”) in which employees of the Company, any Subsidiary, or any Affiliated Practice or any ERISA Affiliate participate or have participated has an “accumulated funding deficiency”, whether or not waived, or is subject to a lien for unpaid contributions under Section 303(k) of ERISA or Section 430(k) of the Code. No Single Employer Plan covering employees of the Company which is a defined benefit plan has an “adjusted funding target attainment percentage,” as defined in Section 436 of the Code, less than 80%. All benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, GAAP. (d) Neither the Company, any Subsidiary, or any Affiliated Practice nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn from any Benefit Plan; (iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA; (v) incurred taxes under Section 4971 of the Code with respect to any Single Employer Plan; or (vi) participated in a multiple employer welfare arrangements (MEWA). (e) With respect to each Benefit Plan (i) no such plan is a Multiemployer Plan, and (A) all contributions required to be paid by the Company or its ERISA Affiliates have been timely paid to the applicable Multiemployer Plan; (B) neither the Company nor any ERISA Affiliate has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, and (C) a complete withdrawal from all such Multiemployer Plans at the Closing Date would not result in any material liability to the Company and no Multiemployer Plan is in critical, endangered or seriously endangered status or has suffered a mass withdrawal; (ii) no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); (iii) no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan; (iv) no such plan or the plan of any ERISA Affiliate maintained or contributed to within the last six (6) years is a Single Employer Plan subject to Title IV of ERISA; and (v) no “reportable event,” as defined in Section 4043 of ERISA, with respect to which the reporting requirement has not been waived has occurred with respect to any such plan. (f) Each Benefit Plan can be amended, terminated, terminated or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities to Buyer PartiesBuyer, the Company, Company or any of their Affiliates, Affiliates other than ordinary administrative expenses typically incurred in a termination event. The Company Neither the Company, any Subsidiary, or any Affiliated Practice has no any commitment or obligation and has not made any representations to any employee, officer, managerdirector, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (cg) Other than as required under Sections 601 to 608 of ERISA or other applicable Law, no Benefit Plan provides post-termination or retiree health benefits to any individual for any reason, and neither the Company, any Subsidiary, or any Affiliated Practice nor any of its ERISA Affiliates has any Liability to provide post-termination or retiree health benefits to any individual or ever represented, promised or contracted to any individual that such individual would be provided with post-termination or retiree health benefits. (h) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (di) There has been no amendment to, announcement by any Seller, the Company Company, any Subsidiary, or any Affiliated Practice or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerdirector, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, any Subsidiary, or any Affiliated Practice, nor any of their Affiliates has any commitment or obligation or has made any representations to any managerdirector, officer, employee, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement. (ej) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company Company, any Subsidiary, or any Affiliated Practice does not have any obligation to gross up, indemnify, indemnify or otherwise reimburse any individual for any excise taxes, interest, interest or penalties incurred pursuant to Section 409A of the Code. (fk) Each individual who is classified by the Company Company, any Subsidiary, or any Affiliated Practice as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (gl) Section 3.16(g) Neither the execution of this Agreement nor any of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, transactions contemplated by this Agreement will (either alone or consultants of upon the Company as of the date hereof, including any employee who is on a leave of absence occurrence of any nature, paid additional or unpaid, authorized or unauthorized, and sets forth for each such individual the following: subsequent events): (i) nameentitle any current or former director, officer, employee, independent contractor or consultant of the Company, any Subsidiary, or any Affiliated Practice to severance pay or any other payment; (ii) title accelerate the time of payment, funding or position vesting, or increase the amount of compensation (including whether fullstock-time or part-time)based compensation) due to any such individual; (iii) hire limit or retention daterestrict the right of the Company, any Subsidiary, or any Affiliated Practice to merge, amend, or terminate any Benefit Plan; (iv) current annual base compensation rate increase the amount payable under or contract feeresult in any other material obligation pursuant to any Benefit Plan; (v) commission, bonus result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or other incentive-based compensation; and (vi) require a description “gross-up” or other payment to any “disqualified individual” within the meaning of Section 280G(c) of the fringe benefits provided Code. Sellers have made available to each such individual as Buyer true and complete copies of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, any Section 280G calculations prepared (whether or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company not final) with respect to any compensation, commissions, bonuses, or feesdisqualified individual in connection with the transactions.

Employee Benefit Matters. (a) Prior to Schedule 2.05(a) contains a true and complete list, as of the date hereofof this Agreement, the Company has made available to Buyer true and correct copies of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in ACTIVE/126345968.16 control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or is required to be contributed to or maintained by TPI for the benefit of any current or former employee, officer, director, retiree, individual service provider of the Business or any spouse or dependent of such individual, or under which TPI has been or may have any Liability, or with respect to which TPI or any of its Affiliates would reasonably be expected to have any Liability but excluding, for the avoidance of doubt, in each case, any such arrangements which are (i) maintained, sponsored, contributed to, or required to be contributed to by the Company any entity, including any professional employer organization, treated as a co-employer with TPI, for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company TPI or any spouse or dependent of such individual, or under which the Company or any of their ERISA Affiliates has or may have any Liabilityand (ii) arrangements mandated by statute (as listed on Schedule 2.05(a), or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (each, a “Benefit Plan”). (b) Each With respect to each Benefit Plan, accurate, current and complete copies of each of the following have been made available to CCI, to the extent applicable: (i) where the Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities has been reduced to Buyer Partieswriting, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and plan document together with all material amendments; (ii) where the Benefit Plan has not made been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any representations to any employeetrust agreements or other funding arrangements, officercustodial agreements, managerinsurance policies and contracts, independent contractoradministration agreements and similar agreements, and investment management or consultantinvestment advisory agreements, whether now in effect; or not legally binding, to adopt, amend, modify, or terminate (iv) in the case of any Benefit Plan or any collective bargaining agreement, in connection with the consummation that is intended to be qualified under Section 401(a) of the transactions contemplated by this Agreement Code, a copy of the most recent determination, opinion or otherwiseadvisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification. (c) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority. (d) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating to, to or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerdirector, officer, employee, independent contractor or consultantindividual service provider of the Business, as applicable. None of the Seller, the Company, Neither TPI nor any of their its Affiliates has any commitment or obligation or has made any representations to any managerdirector, officer, employee, independent contractor, consultant or consultantindividual service provider of the Business, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement. (d) Each Benefit Plan is currently and has always been established, maintained, administered and operated in all material respects in accordance with its terms and in compliance with all applicable Laws (including ERISA, the Code and the Health Care and Education Reconciliation Act of 2010) in all material respects. Each Benefit Plan intended to qualify under Section 401(a) of the Code has received a determination letter or may rely upon an opinion letter issued by the IRS to the effect that each such Benefit Plan is so qualified and that each related trust is exempt from tax pursuant to Section 501(a) of the Code, and to TPI’s Knowledge, no facts or circumstances exist that would reasonably be likely to result in the disqualification of such Benefit Plan or loss of tax exempt status for such related trust. The representations in this Section 2.05(d) are the sole representations made by TPI with respect to the compliance with Laws of its Benefit Plans. (e) Neither TPI nor any ERISA Affiliate sponsors, maintains, participates in, or contributes to, have ever sponsored, maintained, participated in, or contributed to, or has any liability (contingent or otherwise) with respect to: (i) a plan subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code or Title IV of ERISA; (ii) a “multiemployer plan” (within the meaning of Section ACTIVE/126345968.16 3(37) of ERISA); (iii) a “multiple employer plan” (within the meaning of Section 413 of the Code); or (iv) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA). (f) No Benefit Plan provides health or welfare benefits or coverage beyond termination of service or retirement, other than as required under Section 4980B of the Code (and at the individual’s sole expense), and neither TPI nor any ERISA Affiliate has made a written or oral representation promising such health or welfare benefits or coverage. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) result in any compensation or benefit (whether of severance pay or otherwise) becoming due or payable, or required to be provided, to any current or former director, officer, employee or other individual service provider of the Business or result in any forgiveness of indebtedness with respect to any such Person, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any current or former director, officer, employee or other individual service provider of the Business, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation or (iv) limit the ability of TPI or any of its Affiliates to amend, modify, terminate or transfer the assets of any Benefit Plan. (h) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including including, notices, rulings and proposed and final regulations) thereunder, in each case, in all material respects. The Company does not have Neither TPI nor any of its Affiliates has any obligation to gross up, indemnify, indemnify or otherwise reimburse any individual for any excise taxes, interest, interest or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or fees.

Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO)off, medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA”, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.20(a) of the Disclosure Schedules, each, a “Benefit Plan”). (b) With respect to each Benefit Plan, Seller has made available to Buyer accurate, current and complete copies of each of the following: (i) where the Benefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where the Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise; and (iv) copies of any summary plan descriptions, summaries of material modifications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan. (c) Each Benefit Plan can be amendedhas been established, terminated, or otherwise discontinued after the First Closing administered and maintained in accordance with its termsterms and in compliance with all applicable Laws. All benefits, without contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, GAAP. (d) Neither the Company nor any of its Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material liabilities Liability relating to employee benefit plans; (ii) failed to timely pay premiums; (iii) withdrawn from any Benefit Plan. (e) Except as required by applicable Law, no provision of any Benefit Plan or collective bargaining agreement could reasonably be expected to result in any limitation on Buyer Parties, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination eventits Affiliates from amending or terminating any Benefit Plan. The Company has no commitment or obligation and has not made any representations to any employee, officer, managerdirector, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, amend or terminate modify any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (cf) no Benefit Plan provides post-termination or retiree welfare benefits to any individual for any reason, and neither the Company nor any of its Affiliates has any Liability to provide post-termination or retiree welfare benefits to any individual or ever represented, promised or contracted to any individual that such individual would be provided with post-termination or retiree welfare benefits. (g) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (dh) There has been no amendment to, announcement by any Seller, Seller or the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerdirector, officer, employee, independent contractor or consultant, as applicable. None of Neither the Seller, Seller nor the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any managerdirector, officer, employee, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, amend or terminate modify any Benefit Plan or any collective bargaining agreement. (ei) Each Benefit Plan that is subject to Section 409A of the Code has been administered operated in compliance with its terms and the operational and documentary requirements of Section 409A of the Code such section and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code). (fj) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (gk) Section 3.16(g) Neither the execution of this Agreement nor any of the Disclosure Schedules contains a list transactions contemplated by this Agreement will (either alone or upon the occurrence of all persons who are employeesany additional or subsequent events): (i) entitle any current or former director, officer, employee, independent contractors, contractor or consultants consultant of the Company as of the date hereof, including to severance pay or any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) nameother payment; (ii) title accelerate the time of payment, funding or position (including whether full-time vesting, or part-time)increase the amount of compensation due to any such individual; (iii) hire limit or retention daterestrict the rights of the Company to merge, amend or terminate any Benefit Plan; or (iv) current annual base compensation rate increase the amount payable under or contract fee; (v) commission, bonus or result in any other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect material obligation pursuant to any compensation, commissions, bonuses, or feesBenefit Plan.

Employee Benefit Matters. (a) Prior to Section 3.17(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.17(a) of the Disclosure Schedules, each, a “Benefit Plan”). (b) With respect to each Benefit Plan, the Company has made available to Buyer accurate, current and complete copies of each of the following: (i) where the Benefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where the Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, COBRA communications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the two most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) Each Benefit Plan and any related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA, the Code and any applicable local Laws). Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and received a favorable and current determination letter from the Internal Revenue Service with respect to the most recent five year filing cycle, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject the Company or any of its ERISA Affiliates or, with respect to any period on or after the Closing Date, Buyer or any of its Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under Sections 4975 or 4980H of the Code. No pension plan (other than a Multiemployer Plan) which is subject to minimum funding requirements, including any multiple employer plan, (each, a “Single Employer Plan”) in which employees of the Company or any ERISA Affiliate participate or have participated has an “accumulated funding deficiency”, whether or not waived, or is subject to a lien for unpaid contributions under Section 303(k) of ERISA or Section 430(k) of the Code. No Single Employer Plan covering employees of the Company which is a defined benefit plan has an “adjusted funding target attainment percentage,” as defined in Section 436 of the Code, less than 80%. All benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, GAAP. (d) Neither the Company nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn from any Benefit Plan; (iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA; (v) incurred taxes under Section 4971 of the Code with respect to any Single Employer Plan; or (vi) participated in a multiple employer welfare arrangements (MEWA). (e) With respect to each Benefit Plan (i) no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); (ii) no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan and (iii) no “reportable event,” as defined in Section 4043 of ERISA, with respect to which the reporting requirement has not been waived has occurred with respect to any such plan. (f) Each Benefit Plan can be amended, terminated, terminated or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities to Buyer PartiesBuyer, the Company, Company or any of their Affiliates, Affiliates other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, managerdirector, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (cg) Other than as required under Sections 601 to 608 of ERISA or other applicable Law, no Benefit Plan provides post-termination or retiree health benefits to any individual for any reason, and neither the Company nor any of its ERISA Affiliates has any Liability to provide post-termination or retiree health benefits to any individual or ever represented, promised or contracted to any individual that such individual would be provided with post-termination or retiree health benefits. (h) There is no pending or, to the SellerCompany’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (di) There has been no amendment to, announcement by any Seller, the Company or any of their its Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerdirector, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, Company nor any of their its Affiliates has any commitment or obligation or has made any representations to any managerdirector, officer, employee, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement. (ej) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, indemnify or otherwise reimburse any individual for any excise taxes, interest, interest or penalties incurred pursuant to Section 409A of the Code. (fk) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (gl) Section 3.16(g) Neither the execution of this Agreement nor any of the Disclosure Schedules contains a list transactions contemplated by this Agreement will (either alone or upon the occurrence of all persons who are employeesany additional or subsequent events): (i) entitle any current or former director, officer, employee, independent contractors, contractor or consultants consultant of the Company as of the date hereof, including to severance pay or any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) nameother payment; (ii) title accelerate the time of payment, funding or position vesting, or increase the amount of compensation (including whether fullstock-time or part-time)based compensation) due to any such individual; (iii) hire limit or retention daterestrict the right of the Company to merge, amend, or terminate any Benefit Plan; (iv) current annual base compensation rate increase the amount payable under or contract feeresult in any other material obligation pursuant to any Benefit Plan; (v) commission, bonus result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or other incentive-based compensation; and (vi) require a description “gross-up” or other payment to any “disqualified individual” within the meaning of Section 280G(c) of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or feesCode.

Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.20(a) of the Disclosure Schedules, each, a “Benefit Plan”). The Company has separately identified in Section 3.20(a) of the Disclosure Schedules each Benefit Plan that contains a change in control provision. (b) With respect to each Benefit Plan, Sellers have made available to Buyer accurate, current and complete copies of each of the following: (i) where the Benefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where the Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, COBRA communications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the two most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) Each Benefit Plan and any related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA, the Code and any applicable local Laws). Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and received a favorable and current determination letter from the Internal Revenue Service with respect to the most recent five year filing cycle, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject the Company or any of its ERISA Affiliates or, with respect to any period on or after the Closing Date, Buyer or any of its Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under Sections 4975 or 4980H of the Code. No pension plan (other than a Multiemployer Plan) which is subject to minimum funding requirements, including any multiple employer plan, (each, a “Single Employer Plan”) in which employees of the Company or any ERISA Affiliate participate or have participated has an “accumulated funding deficiency”, whether or not waived, or is subject to a lien for unpaid contributions under Section 303(k) of ERISA or Section 430(k) of the Code. No Single Employer Plan covering employees of the Company which is a defined benefit plan has an “adjusted funding target attainment percentage,” as defined in Section 436 of the Code, less than 80%. All benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, GAAP. (d) Neither the Company nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn from any Benefit Plan; (iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA; (v) incurred taxes under Section 4971 of the Code with respect to any Single Employer Plan; or (vi) participated in a multiple employer welfare arrangements. (e) With respect to each Benefit Plan (i) no such plan is a Multiemployer Plan, and (A) all contributions required to be paid by the Company or its ERISA Affiliates have been timely paid to the applicable Multiemployer Plan; (B) neither the Company nor any ERISA Affiliate has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, and (C) a complete withdrawal from all such Multiemployer Plans at the Effective Time would not result in any material liability to the Company and no Multiemployer Plan is in critical, endangered or seriously endangered status or has suffered a mass withdrawal; (ii) no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); (iii) no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan; (iv) no such plan or the plan of any ERISA Affiliate maintained or contributed to within the last six (6) years is a Single Employer Plan subject to Title IV of ERISA; and (v) no “reportable event,” as defined in Section 4043 of ERISA, with respect to which the reporting requirement has not been waived has occurred with respect to any such plan. (f) Each Benefit Plan can be amended, terminated, terminated or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities to Buyer PartiesBuyer, the Company, Company or any of their Affiliates, Affiliates other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, managerdirector, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (cg) Other than as required under Sections 601 to 608 of ERISA or other applicable Law, no Benefit Plan provides post-termination or retiree health benefits to any individual for any reason, and neither the Company nor any of its ERISA Affiliates has any Liability to provide post-termination or retiree health benefits to any individual or ever represented, promised or contracted to any individual that such individual would be provided with post-termination or retiree health benefits. (h) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (di) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerdirector, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any managerdirector, officer, employee, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement. (ej) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, indemnify or otherwise reimburse any individual for any excise taxes, interest, interest or penalties incurred pursuant to Section 409A of the Code. (fk) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (gl) Section 3.16(g) Neither the execution of this Agreement nor any of the Disclosure Schedules contains a list transactions contemplated by this Agreement will (either alone or upon the occurrence of all persons who are employeesany additional or subsequent events): (i) entitle any current or former director, officer, employee, independent contractors, contractor or consultants consultant of the Company as of the date hereof, including to severance pay or any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) nameother payment; (ii) title accelerate the time of payment, funding or position vesting, or increase the amount of compensation (including whether fullstock-time or part-time)based compensation) due to any such individual; (iii) hire limit or retention daterestrict the right of the Company to merge, amend, or terminate any Benefit Plan; (iv) current annual base compensation rate increase the amount payable under or contract feeresult in any other material obligation pursuant to any Benefit Plan; (v) commission, bonus result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or other incentive-based compensation; and (vi) require a description “gross-up” or other payment to any “disqualified individual” within the meaning of Section 280G(c) of the fringe benefits provided Code. Sellers’ Representative has made available to each such individual as Buyer true and complete copies of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, any Section 280G calculations prepared (whether or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company not final) with respect to any compensation, commissions, bonuses, or feesdisqualified individual in connection with the transactions.

Employee Benefit Matters. (a) Prior to Section 4.28(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules sets forth a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Seller for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company the Business or any spouse or dependent of such individual, or under which the Company Seller or any of their its ERISA Affiliates has or may have any LiabilityLiability (contingent or otherwise), or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any LiabilityLiability (as set forth in Section 4.28(a) of the Disclosure Schedules, contingent or otherwise (each, a “Benefit Plan”). Seller has separately identified in Section 4.28(a) of the Disclosure Schedules each Benefit Plan that is maintained, sponsored, contributed to, or required to be contributed to by Seller primarily for the benefit of employees of the Business outside of the United States (a “Non-U.S. Benefit Plan”). (b) Each With respect to each Benefit Plan, Seller has made available to Buyer accurate, current and complete copies of each of the following: (i) where the Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities has been reduced to Buyer Partieswriting, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and plan document together with all amendments; (ii) where the Benefit Plan has not made been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any representations to any employeetrust agreements or other funding arrangements, officercustodial agreements, managerinsurance policies and contracts, independent contractoradministration agreements and similar agreements, and investment management or consultantinvestment advisory agreements, whether now in effect or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, required in connection with the consummation future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, COBRA communications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification; (vi) in the case of any Benefit Plan for which a Form 5500 is required to be filed, a copy of the two most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Human Resources, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) Except as set forth in Section 4.28(c) of the Disclosure Schedules, each Benefit Plan and related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each, a “Multiemployer Plan”)) has been established, administered and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA, the Code and any applicable local Laws). Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and has received a favorable and current determination letter from the Internal Revenue Service, or with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject Seller or any of its ERISA Affiliates or, with respect to any period on or after the Closing Date, Buyer or any of its Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under Sections 4975 or 4980H of the Code. No pension plan (other than a Multiemployer Plan) which is subject to minimum funding requirements, including any multiple employer plan, (each a “Single Employer Plan”) in which employees of the Business or any ERISA affiliate participate or have participated has an actual “accumulated funding deficiency”, whether or not waived, or is subject to a lien for unpaid contributions under Section 303(k) of ERISA or Section 430(k) of the Code. No Single Employer Plan covering employees of the Business which is a defined benefit plan has an “adjusted funding target attainment percentage” as defined in Section 436 of the Code, less than 80%. All benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, Accounting Principles. All Non-U.S. Benefit Plans that are intended to be funded and/or book-reserved are funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions. (d) Neither Seller nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn from any Benefit Plan; or (iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA; (v) incurred taxes under Section 4971 of the Code with respect to any Single Employer Plan; or (vi) participated in a multiple employer welfare arrangements (MEWA). (e) With respect to each Benefit Plan (i) no such plan is a Multiemployer Plan and Seller has never contributed or been required to contribute to a Multiemployer Plan; (ii) no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); (iii) no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan; (iv) no such plan is subject to the minimum funding standards of Section 412 of the Code or Title IV of ERISA, and none of the Purchased Assets is, or may reasonably be expected to become, the subject of any lien arising under Section 302 of ERISA or Section 412(a) of the Code. Except as set forth in Section 4.28(e) of the Disclosure Schedules, no such plan is subject to the minimum funding standards of Section 412 of the Code or Title IV of ERISA, and no plan listed in Section 4.28(a) of the Disclosure Schedules has failed to satisfy the minimum funding standards of Section 302 of ERISA or Section 412 of the Code; and (v) no “reportable event,” as defined in Section 4043 of ERISA, has occurred with respect to any such plan. (f) Other than as required under Section 601 et. seq. of ERISA or other applicable Law, no Benefit Plan or other arrangement provides post-termination or retiree welfare benefits to any individual for any reason. (g) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the [three (3)] years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under under, or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (dh) There has been no amendment to, announcement by any Seller, the Company Seller or any of their its Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerdirector, officer, employee, consultant or independent contractor or consultantof the Business, as applicable. None of the Seller, the Company, Neither Seller nor any of their its Affiliates has any commitment or obligation or has made any representations to any managerdirector, officer, employee, consultant or independent contractor, or consultantcontractor of the Business, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement. (ei) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company Seller does not have any obligation to gross up, indemnify, indemnify or otherwise reimburse any individual for any excise taxes, interest, interest or penalties incurred pursuant to Section 409A of the Code. (fj) Each individual who is classified by Neither the Company as an independent contractor has been properly classified for purposes execution of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) this Agreement nor any of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, transactions contemplated by this Agreement will (either alone or consultants of upon the Company as of the date hereof, including any employee who is on a leave of absence occurrence of any nature, paid additional or unpaid, authorized or unauthorized, and sets forth for each such individual the following: subsequent events): (i) nameentitle any current or former director, officer, employee, independent contractor or consultant of the Business to severance pay or any other payment; (ii) title accelerate the time of payment, funding or position (including whether full-time vesting, or part-time)increase the amount of compensation due to any such individual; (iii) hire increase the amount payable under or retention dateresult in any other material obligation pursuant to any Benefit Plan; (iv) current annual base compensation rate result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or contract fee; (v) commission, bonus require a “gross-up” or other incentive-based compensation; and (vipayment to any “disqualified individual” within the meaning of Section 280G(c) a description of the fringe benefits provided Code. Seller has made available to each such individual as Buyer true and complete copies of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, any Section 280G calculations prepared (whether or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company not final) with respect to any compensation, commissions, bonuses, or feesdisqualified individual in connection with the transactions contemplated by this Agreement.

Employee Benefit Matters. (a) Prior to Section 3.18(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.18(a) of the Disclosure Schedules, each, a “Benefit Plan”). (b) Each With respect to each Benefit Plan, Seller has made available to Buyer accurate, current and complete copies of each of the following: (i) where the Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities has been reduced to Buyer Partieswriting, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and plan document together with all amendments; (ii) where the Benefit Plan has not made been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any representations to any employeetrust agreements or other funding arrangements, officercustodial agreements, managerinsurance policies and contracts, independent contractoradministration agreements and similar agreements, and investment management or consultantinvestment advisory agreements, whether now in effect or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, required in connection with the consummation future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, COBRA communications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the two (2) most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) There Each Benefit Plan and any related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered and maintained in accordance with its terms and, except as set forth in Section 3.18(c) of the Disclosure Schedules, in compliance with all applicable Laws (including, without limitation, ERISA and the Code). Each Benefit Plan that is no pending orintended to be qualified within the meaning of Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and received a favorable and current determination letter from the Internal Revenue Service with respect to the most recent five (5) year filing cycle, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to the Seller’s Knowledge, threatened Action relating to a effect that such Qualified Benefit Plan (other than routine claims for benefitsis so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and no nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has within the three years prior subjected or could reasonably be expected to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority. (d) There has been no amendment to, announcement by any Seller, the Company or any of their its ERISA Affiliates relating toor, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerperiod on or after the Closing Date, officer, employee, independent contractor Buyer or consultant, as applicable. None of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally bindingits Affiliates, to adopt, amend, modify, a penalty under Section 502 of ERISA or terminate any Benefit Plan to tax or any collective bargaining agreement. (e) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, penalty under Sections 4975 or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A 4980H of the Code. (fd) Each individual who is classified by No Benefit Plan is, and neither the Company nor any of its ERISA Affiliates has ever sponsored maintained or contributed to or has any liability in respect of, any pension plan which is subject to minimum funding requirements or Title IV of ERISA, including any multiple employer plan, or that is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Except as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) set forth in Section 3.16(g3.18(d) of the Disclosure Schedules contains a list Schedules, all benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all persons who are employeesapplicable Laws and accounting principles, independent contractorsand all benefits accrued under any unfunded Benefit Plan have been paid, accrued or consultants otherwise adequately reserved to the extent required by, and in accordance with, GAAP. (e) Except as set forth in Section 3.18(e) of the Disclosure Schedules, neither the Company as nor any of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the followingits ERISA Affiliates: (i) namehas incurred or reasonably expects to incur, either directly or indirectly, any Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans; (ii) title has failed to timely pay premiums for benefits under any Benefit Plan, or position (including whether full-time or part-time)make contributions to any trust established under, any Benefit Plan; (iii) hire or retention datehas withdrawn from any Benefit Plan; (iv) current annual base compensation rate has engaged in any transaction which would give rise to liability under Section 4069 or contract feeSection 4212(c) of ERISA; (v) commission, bonus or other incentive-based compensation; and (vi) a description has incurred taxes under Section 4971 of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company Code with respect to any compensationBenefit Plan; or (vi) has participated in a multiple employer welfare arrangements (MEWA). (f) If a Benefit Plan is a “group health plan” as defined in Section 733(a)(1) of ERISA, commissionsit is in compliance with the Patient Protection and Affordable Care Act, bonusesPub. L. No. 111-148, or feesthe Healthcare and Education Reconciliation Act of 2010, Pub.

Employee Benefit Matters. (a) Prior to Section 4.15(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity or other equity, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each all “employee benefit planplans” (within the meaning of Section 3(3) of ERISA, whether or not taxsubject to ERISA) and all pension, retirement, defined benefit, defined contribution, profit-qualified sharing, deferred compensation, equity, stock appreciation right, stock option, phantom equity, profits interest, employee stock ownership, health and welfare, post-retirement health and welfare (including any retiree medical or retiree life benefits), employment, consulting, termination, retention, change-in-control, collective bargaining, employee loan, severance pay, vacation, bonus, commission, incentive or any other employee benefit plan, agreement, program, policy, trust, Contract or arrangement, whether or not subject to ERISA, which is or has been maintained, in each case sponsored, maintained or contributed to, or required to be contributed to to, by the any Company for the benefit of and in which (i) any current current, former or former retired employee, officer, manager, retiree, independent contractor director or consultant of each such the Companies (the “Company Employees”) (or any spouse dependent or dependent beneficiary thereof), has any present or future right to benefits or (ii) any Company has any present or future Liability (all such plans, agreements, programs, policies, trust and arrangements, collectively, the “Benefit Plans”). With respect to each Benefit Plan, the Target has made available to Parent and Purchaser in the Data Room each of such individualthe following documents, as applicable: (i) a true and complete copy of each Benefit Plan document (or, if no Benefit Plan document exist, a written description thereof) and any amendments thereto; (ii) any related administrative services agreement, trust agreement or under which other funding instrument; (iii) the most recent determination letter or opinion letter; (iv) any summary plan description, summary of material modifications and other written communications (or a description of any oral communications) by the Companies to any of the Company or any Employees concerning the extent of their ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (each, the benefits provided under a “Benefit Plan”); and (v) for the three (3) most recent years (A) the Form 5500 and attached schedules, (B) audited financial statements, (C) actuarial valuation reports, (D) nondiscrimination testing reports and (E) any material written communications with any Governmental Authority within the past three (3) years. (b) Each With respect to each Benefit Plan can be amendedPlan, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities to Buyer Parties, the Company, or including any assets of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any such Benefit Plan or any collective bargaining agreementfiduciary to any such Benefit Plan: (i) such plan has been established, operated, administered and funded in connection compliance with its terms and all applicable Laws, including ERISA, the consummation Code, and the Patient Protection and Affordable Care Act and the guidance issued thereunder; (ii) there are no claims pending or, to the Company’s Knowledge, threatened (other than routine claims for benefits) against any Company with respect to any Benefit Plan; (iii) no non-exempt “prohibited transaction” (within the meaning of Section 4975 of the transactions contemplated by this Agreement Code or otherwise. Section 406 of ERISA) has occurred; and (civ) no breach of fiduciary duty (as determined under ERISA or the Code) has occurred. There is no pending or, to the SellerCompany’s Knowledge, threatened Action or anticipated action relating to a (i) any trustee or fiduciary thereof or (ii) any of the assets of any trust of any Benefit Plan (other than routine claims for benefits)Plan, and including any audit or inquiry by the Internal Revenue Service or U.S. Department of Labor. Except as set forth on Section 4.15(b) of the Disclosure Schedules, no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority. (c) With respect to each Benefit Plan, all contributions, premiums, reimbursements, distributions and other payments for any period ending on or before the Closing Date that are not yet due have been accrued to the extent required under GAAP. (d) There has been no amendment to, announcement by None of the assets of any Seller, the Company or any ERISA Affiliate are subject to any lien arising under ERISA or Subchapter D of their Affiliates relating Chapter 1 of the Code, and to the Company’s Knowledge no condition exists that would reasonably be expected to result in any such lien arising. (e) Neither the execution of this Agreement or the other Transaction Documents nor the consummation of the transactions contemplated hereby or thereby will (either alone or together with any other event) result in (i) severance pay or any increase in severance pay upon any termination of employment or services with any Company after the date hereof pursuant to any Contract or Benefit Plan, (ii) the acceleration of the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or result in any other obligation pursuant to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual otherwise, (iii) any Company to record additional compensation expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) its income statement with respect to any manager, officer, employee, independent contractor outstanding equity based award or consultant, as applicable. None (iv) result in any “excess parachute payment” under Section 280G of the Seller, the Company, nor any of their Affiliates Code. No Company has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to “gross up, indemnify, ” or otherwise reimburse make any individual payment to any Person for any excise taxes, interest, or penalties incurred pursuant to Taxes under Section 409A or Section 4999 of the Code. (f) No Benefit Plan provides for any retiree medical or other post-employment health or welfare benefits, other than COBRA continuation coverage as may be required under Section 4980B of the Code. (g) Each individual who Benefit Plan that is classified by intended to be “qualified” within the Company as an independent contractor has been properly classified meaning of Section 401(a) of the Code, and the trust (if any) forming a part thereof, is so qualified and, to the Company’s Knowledge, there are no circumstances or events that would reasonably be expected to adversely affect the qualified status for purposes of participation and benefit accrual under each any such Benefit Plan. (gh) Other than the ESOP, no Benefit Plan subject to Title I of ERISA holds any “employer security” or “employer real property” (each as defined in Section 3.16(g407(d) of ERISA). (i) No Benefit Plan is subject to Title IV of ERISA and, in the Disclosure Schedules contains a list last six (6) years, none of all persons who are employeesthe Companies nor any ERISA Affiliate has sponsored, independent contractorsmaintained or contributed to any plan that is or was subject to Title IV of ERISA. None of the Companies nor any ERISA Affiliate maintains, sponsors, contributes to or is obligated to contribute to, or consultants has, within the last six (6) years, maintained, sponsored, contributed to or been obligated to contribute to a “multiple employer plan” within the meaning of Section 4063 or 4064 of ERISA. (j) Each Benefit Plan that is sponsored by a Company is by its terms able to be unilaterally amended or terminated (as permitted by applicable Law) by the applicable Company that sponsors the Benefit Plan. (k) Each Benefit Plan that is a “nonqualified deferred compensation plan” has been operated in compliance with the applicable provisions of Section 409A of the Code or an available exemption therefrom, the regulations thereunder and other official guidance issued thereunder (collectively, “Section 409A”), and is in documentary compliance with the applicable provisions of Section 409A. With respect to each Benefit Plan that is not intended to be subject to Section 409A because it is not a nonqualified deferred compensation plan under Section 409A and the regulations thereunder or is otherwise exempt from its application, all the conditions required to retain such treatment remain in effect and are not expected to change so as to subject such Benefit Plan to Section 409A. No Company has been required to report to any Governmental Authority any corrections made or Taxes due as a result of a failure to comply with Section 409A. No award under the SARS Plan or any other “stock rights” (within the meaning of Section 409A) with respect to any Company stock has been granted with an exercise price that was less than the fair market value of the underlying equity as of the date hereofsuch award or stock right was granted and no exercise price of any such award has been amended following the grant date of such award to an exercise price less than the fair market value on the date of such amendment. (l) No individual classified as a non-employee, including any independent contractor, leased employee, intern or consultant, for purposes of receiving employee who benefits, regardless of treatment for other purposes, is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided eligible to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractorsparticipate in, or consultants of the Company receive benefits under, any Benefit Plan that does not specifically provide for services performed on his or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or feesher participation.

Employee Benefit Matters. (a) Prior to Section 3.22(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, profits interest or other equitymembership interest-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disabilityoff, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company or any of its Subsidiaries for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any of its Subsidiaries or any spouse or dependent of such individual, or under which the Company Company, any of its Subsidiaries, or any of their respective ERISA Affiliates has or may have any Liability, or with respect to which Buyer Parent or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.22(a) of the Disclosure Schedules, each, a “Benefit Plan”). The Company has separately identified in Section 3.22(a) of the Disclosure Schedules (i) each Benefit Plan that contains a change in control provision and (ii) each Benefit Plan that is maintained, sponsored, contributed to, or required to be contributed to by the Company or any of its Subsidiaries primarily for the benefit of employees outside of the United States (a “Non-U.S. Benefit Plan”). (b) Each With respect to each Benefit Plan, the Company has made available to Parent accurate, current and complete copies of each of the following: (i) where the Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities has been reduced to Buyer Partieswriting, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and plan document together with all amendments; (ii) where the Benefit Plan has not made been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any representations to any employeetrust agreements or other funding arrangements, officercustodial agreements, managerinsurance policies and contracts, independent contractoradministration agreements and similar agreements, and investment management or consultantinvestment advisory agreements, whether now in effect or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, required in connection with the consummation future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service; (vi) in the case of any Benefit Plan for which a Form 5500 is required to be filed, a copy of the two most recently filed Form 5500, with schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the two most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) There Except as set forth in Section 3.22(c) of the Disclosure Schedules, each Benefit Plan and related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA) has been established, administered and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA, the Code and any applicable local Laws). Except as set forth in Section 3.22(c) of the Disclosure Schedules, all benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, GAAP (except as set forth in Section 3.05 or Section 3.22 of the Disclosure Schedules). (d) Except as set forth in Section 3.22(d) of the Disclosure Schedules, there is no pending or, to the SellerCompany’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (de) There has been no amendment to, announcement by the Company, any Seller, the Company of its Subsidiaries or any of their respective Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerdirector, officer, employee, independent contractor or consultant, as applicable. None of the SellerCompany, the Companyany of its Subsidiaries, nor any of their respective Affiliates has any commitment or obligation or has made any representations to any managerdirector, officer, employee, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company or any of its Subsidiaries as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Except as set forth in Section 3.16(g3.22(g) of the Disclosure Schedules contains a list Schedules, neither the execution of all persons who are employeesthis Agreement nor any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional or subsequent events): (i) entitle any current or former director, officer, employee, independent contractors, contractor or consultants consultant of the Company as or any of the date hereof, including its Subsidiaries to severance pay or any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) nameother payment; (ii) title accelerate the time of payment, funding or position (including whether full-time vesting, or part-time)increase the amount of compensation due to any such individual; (iii) hire limit or retention daterestrict the right of the Company or any of its Subsidiaries to merge, amend or terminate any Benefit Plan; (iv) current annual base compensation rate increase the amount payable under or contract feeresult in any other material obligation pursuant to any Benefit Plan; (v) commission, bonus result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or other incentive-based compensation; and (vi) require a description “gross-up” or other payment to any “disqualified individual” within the meaning of Section 280G(c) of the fringe benefits provided Code. The Company has made available to each such individual as Parent true and complete copies of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, any Section 280G calculations prepared (whether or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company not final) with respect to any compensation, commissions, bonuses, or feesdisqualified individual in connection with the transactions.

Employee Benefit Matters. (a) Prior to Section 3.19(a)(i) of the date hereofDisclosure Schedules contains a true, the Company has made available to Buyer true accurate and correct copies complete list of each plan, trust, insurance, contract, award, arrangement, agreement, policy, practice or program that provides compensation, pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonusbonuses, performance award, other forms of incentive or deferred compensation, stock option, stock purchase, phantom equity or other stock related rights or equity or equity-based, change in control, employment, consulting, retention, supplemental unemployment benefits, severance, termination, vacation benefits, paid time off benefits, welfare, disability, sick leave, health and medical, insurance (including any stop-loss arrangements), employee assistance, vacation, paid time off (PTO)off, medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and any other similar plan, trust, insurance, contract, award, arrangement, agreement, plan, policy, program practice or arrangement (and any amendments thereto)program, in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, administered or contributed to, or required to be contributed to by the Seller or either Company or any ERISA Affiliate of either Company for the benefit of any current or former employee, officer, manager, director, retiree, independent contractor contractor, consultant or consultant other agent of each the Company Entities and/or any spouse, dependent or beneficiary of such individual, and under which such Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any present or future, direct or indirect, joint and several, or contingent Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.19(a)(i) of the Disclosure Schedules, each, a “Benefit Plan”). Section 3.19(a)(ii) of the Disclosure Schedules lists each Benefit Plan for which a Company is the plan sponsor and to which, therefore, absent the Benefit Plans being terminated, employees of the Company Entities will remain eligible to participate after the Closings. (b) Except as set forth in Section 3.19(b) of the Disclosure Schedules: (i) no “prohibited transaction,” as such term is described in Section 4975 of the Code or Section 406 of ERISA (excluding transactions exempted under Section 408 of ERISA and regulatory guidance under Section 408), has occurred with respect to any of the Benefit Plans that would subject either Company, any officer of either Company or, to Seller’s Knowledge, any fiduciary to any Benefit Plan to any material Tax or penalty on such prohibited transaction imposed by Section 4975 of the Code; and (ii) there exists no condition that would subject either Company or any ERISA Affiliate to any material Liability under the terms of the Benefit Plans or applicable Laws other than any payment of benefits in the normal course of plan operation; (c) None of the Benefit Plans is, and neither the Company Entities nor any of their ERISA Affiliates has previously maintained, sponsored or contributed to, or currently maintains, sponsors or participates in, or contributes to or has any obligation to contribute to, or has any Liability or obligation with respect to, a single-employer plan (within the meaning of Section 4001(a)(15) of ERISA) or multiple employer plan (within the meaning of Section 4063 or 4064 of ERISA or Section 413(c) of the Code), in each case, that (i) is a defined benefit pension plan subject to Section 412 of the Code or Section 302 or Title IV of ERISA and neither the Company Entities nor any of their Affiliates has any actual or contingent Liability under Title IV of ERISA with respect to any defined benefit pension plan (other than a Multiemployer Plan) with respect to Seller or any ERISA Affiliates thereof or (ii) a plan that is otherwise subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA, or (iii) a “multiple employer welfare arrangement” (as defined in Section 3(4) of ERISA), and neither the Company Entities nor any of their Affiliates has not been a party to, a sponsoring employer of, or otherwise is under any liability with respect to any other defined benefit pension scheme, any final salary scheme or any death, disability or retirement benefit calculated by reference to age, salary or length of service or any other item. (d) At no time since May 6, 2016, did any Seller, either Company or any ERISA Affiliate of any Seller or Company sponsor, maintain, contribute to, or have any obligation to contribute to any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (“Multiemployer Plan”), and there is no Multiemployer Plan with respect to which Buyer or any of its Affiliates may have any Liability, whether actual or contingent, including but not limited to (i) withdrawal Liability, within the meaning of Section 4201 of ERISA, has been incurred by Seller or the Company Entities which withdrawal Liability has not been satisfied, (ii) Liability for contributions or withdrawal Liability installment payments, (iii) Liability for any transaction described in Section 4212(c) of ERISA, or (iv) Liability for a lien against the assets of Seller, its Affiliates or either Company imposed under ERISA due to the failure to make contributions or payments due under Sections 515, 4201, 4204 or 4212 of ERISA. (e) With respect to each Benefit Plan, true, accurate, correct and complete copies, to the extent applicable, of (i) all documents setting forth the terms of such Benefit Plan, including any amendments thereto and any related trust documents, or, with respect to any unwritten Benefit Plan, a summary of the material terms and conditions thereof, (ii) the most recent IRS determination, opinion or advisory letter relating to the tax-qualified status of the Benefit Plan, (iii) the most recent summary plan description together with the summaries of material modifications thereto, if any, (iv) all material written Contracts relating to each Benefit Plan, including administrative service agreements or any agreement with a professional employer organization, (v) the annual reports (Form 5500), with all schedules and attachments, for the last three complete plan years, (vi) all written materials provided to any eligible participant relating to any Benefit Plan relating to amendments, terminations, establishments, increase or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any Liability to either Company or any of their ERISA Affiliates, (vii) all material correspondence to or from any Governmental Authority relating to any Benefit Plan, (viii) nondiscrimination and coverage testing results for the three most recent plan years, have been furnished or made available to Buyer, and (ix) the notice, election, and administrative forms used under COBRA (Section 601 et. seq. of ERISA) have been made available. All material reports and disclosures relating to the Benefit Plans required to be filed with or furnished to Governmental Authorities or plan participants or beneficiaries have been filed or furnished in accordance with applicable Laws in a timely manner. Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code has received an IRS determination letter or can rely upon an IRS opinion or 37 advisory letter and nothing has occurred that would reasonably be expected to result in any such Benefit Plan not being so qualified. Each Benefit Plan has been established, maintained and administered in accordance with its terms and in material compliance with applicable Laws. There are no Actions pending (other than routine claims for benefits) or, to Seller’s Knowledge, threatened against, or with respect to, any of the Benefit Plans that could reasonably be expected to result in Liability to either Company or any of their ERISA Affiliates, and no facts or circumstances exist which would be reasonably expected to give rise to any such Action. All required contributions, and payments from or in connection with, any Benefit Plan have been timely made in accordance with the terms of such Benefit Plan, applicable Contracts, and applicable Law, and all contributions for any period ending on or before the Closing Date which are not yet due are reflected as an accrued Liability on the most recent Financial Statement. To Seller’s Knowledge, as of the date of this Agreement, no Benefit Plans is under audit or investigation by the IRS or the U.S. Department of Labor. (f) Each Benefit Plan can be amended, terminated, terminated or otherwise discontinued after the First Second Closing in accordance with its terms, without material liabilities Liability to Buyer PartiesBuyer, the Company, either Company or any of their Affiliates, Affiliates other than vested accrued benefits and ordinary administrative expenses typically incurred in a termination event. The Neither Seller nor either Company has no commitment commitments or obligation obligations and neither Seller nor either Company has not made any representations to any employee, officer, manager, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreementPlan, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (cg) Except as set forth in Section 3.19(g) of the Disclosure Schedules and other than group life insurance benefits or as required under COBRA (Section 601 et. seq. of ERISA) or other applicable Laws, no Benefit Plan provides post-termination or retiree welfare benefits to any individual for any reason, and neither Company nor any of its ERISA Affiliates has any Liability to provide post-termination or retiree welfare benefits to any individual or ever represented, promised or contracted to any individual that such individual would be provided with post-termination or retiree welfare benefits. As to each Benefit Plan that is subject to coverage continuation obligations under COBRA or other Law, Section 3.19(e) of the Disclosure Schedules also contains a complete and accurate list of all persons (A) currently enrolled in a Benefit Plan under COBRA (or other similar Law), and (B) eligible to enroll in a Benefit Plan under COBRA (or similar Law). (h) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof since May 6, 2016 been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (di) There To Seller’s Knowledge, there has been no amendment to, announcement by any Seller, the either Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicable. None of the Neither Seller, the either Company, nor any of their respective Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreementPlan. (ej) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Neither Company does not have has any obligation to gross up, indemnify, indemnify or otherwise reimburse any individual for any excise taxesTaxes, interest, interest or penalties incurred pursuant to Section 409A of the Code. (fk) Each individual who The Company Entities are in compliance in all material respects with all applicable requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and all regulations thereunder (together, the “ACA”), as well as any similar provisions of state or local Applicable Law, including all requirements relating to eligibility waiting periods and the offer of or provision of minimum essential coverage that is classified compliant with Section 36B(c)(2)(C) of the Code and the regulations issued thereunder to full-time employees as defined in Section 4980H(c)(4) of the Code and the regulations issued thereunder. No material excise tax or penalty under the ACA, including Sections 4980D and 4980H of the Code, is outstanding, has accrued, or has arisen with respect to any period prior to the applicable Closing, with respect to any Company Plan. The Company Entities have no unsatisfied obligations to any employees or qualified beneficiaries pursuant to the ACA, or any state or local applicable Law governing health care coverage or benefits that would result in any material liability to the Company. The Company Entities have maintained all records necessary to demonstrate its compliance with the ACA and any other similar state or local Applicable Law. (l) Neither the execution and delivery of this Agreement nor the approval or consummation of the transactions contemplated by the Company as an this Agreement, in each case, whether alone or in combination with any other event, will (i) result in any compensation becoming due to any current or former employee, consultant, independent contractor has been properly classified for purposes or director of participation and benefit accrual either Company or any of their Affiliates, (ii) increase any payments or benefits payable under each any Benefit Plan or (iii) result in the acceleration of the time of payment, funding or vesting of any payments or benefits under any Benefit Plan. (gm) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) nameNeither Company has made any payment or payments, is obligated to make any payment or payments, or is a party to (or a participating employer in) any contract that could obligate such Company to make any payment, in each case that constitutes or would constitute an “excess parachute payment,” as defined in Section 280G of the Code; (ii) title no payment to any person will be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code due in whole or position (including whether full-time or part-time)in part to the transactions contemplated by this Agreement; and (iii) hire neither Company have made any payment or retention date; payments, is obligated to make any payment or payments, or are a party to (ivor a participating employer in) any contract that has resulted or could reasonably be expected to result in the imposition on such Company, any current annual base compensation rate or contract fee; (v) commissionformer equityholder, bonus or other incentive-based compensation; and (vi) a description any employee of such Company of any additional Tax or interest under Section 409A of the fringe benefits provided Code (or under any similar provision of state, local, or foreign law) or is subject to each such individual as Section 457A of the date hereofCode. As 39 (n) Neither Company will be obligated to pay or reimburse any Person for any Taxes imposed under Section 4999 of the date hereofCode (or any comparable provision or provisions of state, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, local or consultants foreign law) as a result of the Company for services performed on or prior to the date hereof have been paid any contract currently in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or feeseffect.

Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disabilityoff, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company Entities or any of their ERISA Affiliates or any spouse or dependent of such individual, or under which the Company Entities or any of their ERISA Affiliates has or may have any Liability, or with respect to which Buyer Parent or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.20(a) of the Disclosure Schedules, each, a “Benefit Plan”). The Company has separately identified in Section 3.20(a) of the Disclosure Schedules each Benefit Plan that contains a change in control provision or a similar provision which would be triggered by the transactions contemplated by this Agreement. (b) With respect to each Benefit Plan, the Company has made available to Parent accurate, current and complete copies of each of the following: (i) where the Benefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where the Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, employee handbooks and any other material written communications (or a description of any material oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service; (vi) in the case of any Benefit Plan for which a Form 5500 is required to be filed, a copy of the two most recently filed Form 5500, with schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the two most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) Except as set forth in Section 3.20(c) of the Disclosure Schedules, each Benefit Plan and any related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered and maintained in all material respects in accordance with its terms and in material compliance with all applicable Laws (including ERISA, the Code and any applicable local Laws). Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (a “Qualified Benefit Plan”) and has received a favorable determination letter from the Internal Revenue Service, or with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and nothing has occurred that would reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or would reasonably be expected to subject the Company or any of its ERISA Affiliates or, with respect to any period on or after the Closing Date, Parent or any of its Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under Section 4975 of the Code. Except as set forth in Section 3.20(c) of the Disclosure Schedules, all benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, GAAP. (d) Neither the Company nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any Liability under Title I of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans, excluding from consideration any such Liability incurred or reasonably expected to be incurred in the ordinary course of operation of any Benefit Plan disclosed on Section 3.20(a) of the Disclosure Schedules (such as payment of premiums, employer contributions and payment of benefits in the ordinary course); (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn from any Benefit Plan; or (iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA. (e) With respect to each Benefit Plan (i) no such plan is a Multiemployer Plan; (ii) neither the Company nor any ERISA Affiliate has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied; (iii) no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); and (iv) no such plan is subject to the minimum funding standards of Section 412 of the Code or Title IV of ERISA. (f) Each Benefit Plan can be amended, terminated, terminated or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities to Buyer PartiesParent, the Company, Company or any of their Affiliates. Except as otherwise set forth in Section 3.20(f) of the Disclosure Schedules, other than ordinary administrative expenses typically incurred in a termination event. The the Company has no commitment or obligation and has not made any representations to any employee, officer, managerdirector, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (cg) There Except as set forth in Section 3.20(g) of the Disclosure Schedules and other than as required under Section 601 et. seq. of ERISA or other applicable Law, no Benefit Plan provides post-termination or retiree welfare benefits to any individual for any reason, and neither the Company nor any of its ERISA Affiliates has any Liability to provide post-termination or retiree welfare benefits to any individual or ever represented, promised or contracted to any individual that such individual would be provided with post-termination or retiree welfare benefits. (h) Except as set forth in Section 3.20(h) of the Disclosure Schedules, there is no pending or, to the SellerCompany’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (di) There Except in connection with the transactions contemplated by this Agreement, there has been no amendment to, announcement by any Seller, the Company or any of their Affiliates Entity relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would materially increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerdirector, officer, employee, independent contractor or consultant, as applicable, other than such amendments, announcements or changes in the ordinary course of business consistent with past practices. None of the Seller, the Company, nor any of their Affiliates No Company Entity has any commitment or obligation or has made any representations to any managerdirector, officer, employee, independent contractor, contractor or consultant, whether or not legally binding, to adopt, materially amend, modify, materially modify or terminate any Benefit Plan or any collective bargaining agreement. (ej) Each Benefit Plan that is subject to Section 409A of the Code has been administered in all material respects in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The No Company does not have Entity has any obligation to gross up, indemnify, indemnify or otherwise reimburse any individual for any excise taxes, interest, interest or penalties incurred pursuant to Section 409A of the Code. (fk) Each individual who is classified by the any Company Entity as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (gl) Except as set forth in Section 3.16(g3.20(l) of the Disclosure Schedules contains a list Schedules, neither the execution of all persons who are employeesthis Agreement nor any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional or subsequent events): (i) entitle any current or former director, officer, employee, independent contractors, contractor or consultants consultant of the Company as of the date hereof, including to severance pay or any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) nameother payment; (ii) title accelerate the time of payment, funding or position (including whether full-time vesting, or part-time)increase the amount of compensation due to any such individual; (iii) hire limit or retention daterestrict the right of the Company Entities to merge, amend or terminate any Benefit Plan; (iv) current annual base compensation rate increase the amount payable under or contract feeresult in any other material obligation pursuant to any Benefit Plan; (v) commission, bonus result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or other incentive-based compensation; and (vi) require a description “gross-up” or other payment to any “disqualified individual” within the meaning of Section 280G(c) of the fringe benefits provided Code. The Company has made available to each such individual as Parent true and complete copies of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, any Section 280G calculations prepared (whether or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company not final) with respect to any compensationdisqualified individual in connection with the transactions. (m) All Benefit Plans that are group health plans have been operated and administered in material compliance with the Patient Protection and Affordable Care Act, commissions, bonusesand applicable regulations and guidance thereunder. Nothing has occurred with respect to any Benefit Plan that has subjected or would reasonably be expected to subject the Company or any ERISA Affiliate, or feeswith respect to any period on or after the Closing Date, Parent or any of its Affiliates, to a tax or penalty under Sections 4980D or 4980H of the Code.

Employee Benefit Matters. (a) Prior to Section 4.19(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO)off, medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Scomedica for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company the Companies or any spouse or dependent of such individual, or under which the Company or any of their ERISA Affiliates Companies has or may have any Liability, or with respect to which Buyer Beneficiary or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 4.19(a) of the Disclosure Schedules, each, a “Benefit Plan”). (b) With respect to each Benefit Plan, the Companies have made available to Beneficiary accurate, current and complete copies of each of the following: (i) where the Benefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where the Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) actuarial valuations and reports related to any Benefit Plans with respect to the two most recently completed plan years; and (vi) copies of material notices, letters or other correspondence from any tax, labor or pension governmental entity in France. (c) Each Benefit Plan can be amendedhas been established, terminated, or otherwise discontinued after the First Closing administered and maintained in accordance with its termsterms and in compliance with all applicable Laws. All benefits, without contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, French GAAP. (d) Neither the Companies nor any of its Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material liabilities Liability under foreign Law relating to Buyer Partiesemployee Benefit Plans; (ii) failed to timely pay premiums relating to such Benefit Plans; (iii) withdrawn from any Benefit Plan; or (iv) engaged in any transaction which would give rise to liability under any Benefit Plan. (e) Except as required by applicable Law, the Company, no provision of any Benefit Plan or collective bargaining agreement could reasonably be expected to result in any limitation on Beneficiary or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination eventits Affiliates from amending or terminating any Benefit Plan. The Company has Companies have no commitment or obligation and has not made any representations to any employee, officer, managerdirector, consultant or independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, amend or terminate modify any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (cf) Except as required under applicable Law, no Benefit Plan provides post-termination or retiree welfare benefits to any individual for any reason, and neither the Companies nor any of its Affiliates has any Liability to provide post-termination or retiree welfare benefits to any individual or ever represented, promised or contracted to any individual that such individual would be provided with post-termination or retiree welfare benefits. (g) There is no pending or, to the Seller’s Warrantors’ Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three two (2) years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (dh) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates Companies relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerdirector, officer, employee, consultant or independent contractor or consultantcontractor, as applicable. None of the Seller, Contributors nor the Company, nor any of their Affiliates Companies has any commitment or obligation or has made any representations to any managerdirector, officer, employee, consultant or independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, amend or terminate modify any Benefit Plan or any collective bargaining agreement. (ei) Each Benefit Plan that is subject to Section 409A of the Code has been administered operated in compliance with its terms and the operational and documentary requirements of Section 409A of the Code such section and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code). (fj) Each individual who is classified by the Company Companies as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (gk) Section 3.16(g) Neither the execution of this Agreement nor any of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, transactions contemplated by this Agreement will (either alone or consultants of upon the Company as of the date hereof, including any employee who is on a leave of absence occurrence of any nature, paid additional or unpaid, authorized or unauthorized, and sets forth for each such individual the following: subsequent events): (i) nameentitle any current or former director, officer, employee, contractor or consultant of the Companies to severance pay or any other payment; (ii) title accelerate the time of payment, funding or position (including whether full-time vesting, or part-time)increase the amount of compensation due to any such individual; (iii) hire limit or retention daterestrict the right of the Companies to merge, amend or terminate any Benefit Plan; or (iv) current annual base compensation rate increase the amount payable under or contract fee; (v) commission, bonus or result in any other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect material obligation pursuant to any compensation, commissions, bonuses, or feesBenefit Plan.

Employee Benefit Matters. (a) Prior to Section 3.18(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.18(a) of the Disclosure Schedules, each, a “Benefit Plan”). (b) Each With respect to each Benefit Plan, except as set forth in Section 3.18(b) of the Disclosure Schedules, Seller has made available to Buyer accurate, current and complete copies of each of the following: (i) where the Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities has been reduced to Buyer Partieswriting, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and plan document together with all amendments; (ii) where the Benefit Plan has not made been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any representations to any employeetrust agreements or other funding arrangements, officercustodial agreements, managerinsurance policies and contracts, independent contractoradministration agreements and similar agreements, and investment management or consultantinvestment advisory agreements, whether now in effect or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, required in connection with the consummation future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, COBRA communications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the two (2) most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) There Each Benefit Plan and any related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered and maintained in accordance with its terms and in compliance with all applicable Laws (including, without limitation, ERISA and the Code). Each Benefit Plan that is no pending orintended to be qualified within the meaning of Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and received a favorable and current determination letter from the Internal Revenue Service with respect to the most recent five (5) year filing cycle, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to the Seller’s Knowledge, threatened Action relating to a effect that such Qualified Benefit Plan (other than routine claims for benefitsis so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and no nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has within the three years prior subjected or could reasonably be expected to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority. (d) There has been no amendment to, announcement by any Seller, the Company or any of their its ERISA Affiliates relating toor, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerperiod on or after the Closing Date, officer, employee, independent contractor Buyer or consultant, as applicable. None of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally bindingits Affiliates, to adopt, amend, modify, a penalty under Section 502 of ERISA or terminate any Benefit Plan to tax or any collective bargaining agreement. (e) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, penalty under Sections 4975 or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A 4980H of the Code. (fd) Each individual who is classified by No Benefit Plan is, and neither the Company as an independent contractor nor any of its ERISA Affiliates has been properly classified for purposes ever sponsored maintained or contributed to or has any liability in respect of, any pension plan which is subject to minimum funding requirements or Title IV of participation ERISA, including any multiple employer plan, or that is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. All benefits, contributions and benefit accrual under premiums relating to each Benefit PlanPlan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, GAAP. (ge) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of Neither the Company as nor any of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the followingits ERISA Affiliates: (i) namehas incurred or reasonably expects to incur, either directly or indirectly, any Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans; (ii) title has failed to timely pay premiums for benefits under, or position (including whether full-time or part-time)make contributions to any trust established under, any Benefit Plan; (iii) hire or retention datehas withdrawn from any Benefit Plan; (iv) current annual base compensation rate has engaged in any transaction which would give rise to liability under Section 4069 or contract feeSection 4212(c) of ERISA; (v) commission, bonus or other incentive-based compensation; and (vi) a description has incurred taxes under Section 4971 of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company Code with respect to any compensationBenefit Plan; or (vi) has participated in a multiple employer welfare arrangements (MEWA). (f) If a Benefit Plan is a “group health plan” as defined in Section 733(a)(1) of ERISA, commissionsit is in compliance with the Patient Protection and Affordable Care Act, bonusesPub. L. No. 111-148, or feesthe Healthcare and Education Reconciliation Act of 2010, Pub.

Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “"employee benefit plan” " within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (each, a each an “Employee Benefit Plan”). (b) Each Benefit Plan can be amended, terminatedNeither the Company nor any of its ERISA Affiliates has, or otherwise discontinued after the First Closing in accordance with its termsever has, without material liabilities to Buyer Partiessponsored, the Companymaintained, participated in, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (c) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority. (d) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating contributed to, or change in employee participation or coverage underhad an obligation to sponsor, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managermaintain, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractorparticipate in, or consultantcontribute to, whether an “employee benefit plan” within the meaning of Section 3(3) of ERISA or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan an arrangement that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (fc) Each individual who Employee Benefit Plan has been established, administered, and maintained in accordance with its terms and in compliance with all applicable Laws. (d) With respect to each Employee Benefit Plan, (i) no Action (other than routine claims for benefits in the ordinary course of business) are pending or threatened in writing or, to Seller’s Knowledge, threatened orally against the Company, an Employee Benefit Plan or a fiduciary of an Employee Benefit Plan; (ii) no facts or circumstances exist that would give rise to any such Actions described in clause (i) immediately above; and (iii) except as set forth in Section 3.20(d) of the Disclosure Schedules there is classified no administrative investigation, audit or other administrative proceeding by the Company as Department of Labor, the Pension Benefit Guaranty Corporation, the IRS or other Governmental Authority pending or threatened in writing or, to Seller’s Knowledge, threatened orally against the Company, an independent contractor has been properly classified for purposes Employee Benefit Plan or a fiduciary of participation and benefit accrual under each an Employee Benefit Plan. (ge) The Company has not now, nor has it had, the obligation to maintain, establish, sponsor, participate in or contribute to any Employee Benefit Plan or other similar arrangement that is subject to any Law or applicable custom or rule of any jurisdiction outside of the United States. (f) Except as set forth in Section 3.16(g3.20(f) of the Disclosure Schedules contains a list Schedules, neither the execution of all persons who are employeesthis Agreement or the consummation of transactions contemplated by this Agreement, either alone or in connection with any other event, will (i) entitle any employee or any current or former manager, director or independent contractors, or consultants contractor of the Company as to severance pay or any increase in severance pay upon any termination of employment or service after the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title accelerate the time of payment or position vesting or trigger any payment or funding (including whether full-time through a grantor trust or part-time); otherwise) of compensation or benefits under, increase the amount payable under, or trigger any other material obligation pursuant to, any Employee Benefit Plan, (iii) hire result in any breach or retention date; violation of, or a default under, any Employee Benefit Plan, or (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description result in the payment of any “excess parachute payments” within the meaning of Section 280G of the fringe benefits provided to each such individual as of the date hereofCode. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the The Company for services performed on or prior to the date hereof have been paid in full, and there are has no outstanding agreements, understandings or commitments of the Company liability nor is it a party with respect to any compensationgross-up provision or agreement in connection with Section 280G of the Code or excise Taxes under Section 409A or Section 4999 of the Code, commissionsin all material respects. (g) Each Employee Benefit Plan may be amended or terminated without the consent of the participants and without the imposition of any additional liability or penalties upon the Company or its ERISA Affiliates. The Company has not (i) announced its intention, bonusesmade any amendment or any binding commitment, or feesgiven written or oral notice providing that it shall increase benefits under any Employee Benefit Plan, (ii) created or adopted any arrangement that would be considered an Employee Benefit Plan once established, or (iii) agreed not to exercise any right or power to amend, suspend or terminate any Employee Benefit Plan.

Employee Benefit Matters. (a) Prior to Section 4.17(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-profit- sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe- benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Seller for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company the Business or any spouse or dependent of such individual, or under which the Company Seller or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 4.17(a) of the Disclosure Schedules, each, a “Benefit Plan”). (b) Each With respect to each Benefit Plan, Seller has made available to Buyer accurate, current and complete copies of each of the following: (i) where the Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities has been reduced to Buyer Partieswriting, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and plan document together with all amendments; (ii) where the Benefit Plan has not made been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any representations to any employeetrust agreements or other funding arrangements, officercustodial agreements, managerinsurance policies and contracts, independent contractoradministration agreements and similar agreements, and investment management or consultantinvestment advisory agreements, whether now in effect or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, required in connection with the consummation future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, COBRA communications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) Each Benefit Plan and any related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA, the Code, and any applicable local Laws). Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and received a favorable and current determination letter from the Internal Revenue Service with respect to the most recent five year filing cycle, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject Seller or any of its ERISA Affiliates or, with respect to any period on or after the Closing Date, Buyer or any of its Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under Sections 4975 or 4980H of the Code. (d) No pension plan (other than a Multiemployer Plan) which is subject to minimum funding requirements, including any multiple employer plan, (each a “Single Employer Plan”) in which employees of the Business or any ERISA Affiliate participate or have participated has an “accumulated funding deficiency,” whether or not waived, or is subject to a lien for unpaid contributions under Section 303(k) of ERISA or Section 430(k) of the Code. No Single Employer Plan covering employees of the Business which is a defined benefit plan has an “adjusted funding target attainment percentage,” as defined in Section 436 of the Code, less than 80%. All benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP. (e) Neither Seller nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn from any Benefit Plan; (iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA; (v) incurred taxes under Section 4971 of the Code with respect to any Single Employer Plan; or (vi) participated in a multiple employer welfare arrangement (MEWA). (f) With respect to each Benefit Plan (i) no such plan is a Multiemployer Plan, and (A) all contributions required to be paid by Seller or its ERISA Affiliates have been timely paid to the applicable Multiemployer Plan, (B) neither Seller nor any ERISA Affiliate has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, and (C) a complete withdrawal from all such Multiemployer Plans on the Closing Date would not result in any material liability to Seller and no Multiemployer Plan is in critical, endangered or seriously endangered status or has suffered a mass withdrawal]; (ii) no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); (iii) no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan; and (iv) no “reportable event,” as defined in Section 4043 of ERISA, with respect to which the reporting requirement has not been waived, has occurred with respect to any such plan. (g) Other than as required under Sections 601 to 608 of ERISA or other applicable Law, no Benefit Plan or other arrangement provides post-termination or retiree health benefits to any individual for any reason. (h) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under under, or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (di) There has been no amendment to, announcement by any Seller, the Company Seller or any of their its Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerdirector, officer, employee, consultant or independent contractor or consultantof the Business, as applicable. None of the Seller, the Company, Neither Seller nor any of their its Affiliates has any commitment or obligation or has made any representations to any managerdirector, officer, employee, consultant or independent contractor, or consultantcontractor of the Business, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement. (ej) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including including, notices, rulings and proposed and final regulations) thereunder. The Company Seller does not have any obligation to gross up, indemnify, indemnify or otherwise reimburse any individual for any excise taxes, interest, interest or penalties incurred pursuant to Section 409A of the Code. (fk) Each individual who is classified by Neither the Company as an independent contractor has been properly classified for purposes execution of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) this Agreement nor any of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, transactions contemplated by this Agreement will (either alone or consultants of upon the Company as of the date hereof, including any employee who is on a leave of absence occurrence of any nature, paid additional or unpaid, authorized or unauthorized, and sets forth for each such individual the following: subsequent events): (i) nameentitle any current or former director, officer, employee, independent contractor or consultant of the Business to severance pay or any other payment; (ii) title accelerate the time of payment, funding or position vesting, or increase the amount of compensation (including whether fullstock-time or part-time)based compensation) due to any such individual; (iii) hire increase the amount payable under or retention dateresult in any other material obligation pursuant to any Benefit Plan; (iv) current annual base compensation rate result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or contract fee; (v) commission, bonus require a “gross-up” or other incentive-based compensation; and (vipayment to any “disqualified individual” within the meaning of Section 280G(c) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or feesCode.

Employee Benefit Matters. (a) Prior to the date hereof, the The Company has made available to Buyer true and correct copies of each no pension, benefit, retirement, compensation, employment, consulting, profit-–sharing, deferred compensation, incentive, bonus, performance award, phantom equity or other equity, change in control, retention, severance, vacation, paid time off (PTO)off, medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each any “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-–qualified and whether or not subject to ERISA, which is or has ever been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, manager, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (each, a “Benefit Plan”).. ​ ​ (b) Each No Benefit Plan can be amended, terminated, is the subject of any Action. Neither the Seller nor the Company have received notice of any audit or otherwise discontinued after examination by the First Closing in accordance with its terms, without material liabilities to Buyer PartiesIRS, the Company, U.S. Department of Labor or any other Governmental Authority. (c) Neither the execution and delivery of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, in connection with this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or otherwise. in combination with other events, (ci) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by result in any Governmental Authority. (d) There has been no amendment to, announcement by any Seller, payment becoming due from the Company or under any of their Affiliates relating toBenefit Plan, or change in employee participation or coverage under, (ii) increase any benefits otherwise payable under any Benefit Plan or collective bargaining agreement that would increase (iii) result in the annual expense of maintaining such plan above the level acceleration of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to time of payment or vesting of any manager, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor benefits under any of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or fees.

Employee Benefit Matters. (ai) Prior to the date hereof, the The Company has made available to Buyer true Investor a true, correct and correct copies complete copy of each pensionmaterial welfare plan (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), pension plan (as defined in Section 3(2) of ERISA), benefit, retirement, compensation, employment, consulting, profit-compensation, incentive, profit sharing, stock option, restricted stock, restricted stock unit, stock appreciation right, phantom equity, deferred compensation, incentive, bonus, performance award, phantom equity or other equity, change in control, retentionseverance, severanceretiree medical, vacation, disability, life insurance, paid time off (PTO)off, medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or and other arrangement (and any amendments thereto), in each case whether covering one or not reduced to writing more current or former directors, officers, employees, and whether funded individual service providers of the Company or unfundedany of its Subsidiaries (each, including each a “employee benefit plan” within Relevant Service Provider”) and/or the meaning beneficiaries or dependents of Section 3(3) of ERISAany such Relevant Service Provider, whether or not tax-qualified and whether or not subject to ERISA, which that is or has been maintained, sponsored, contributed to, or required to be maintained, sponsored or contributed to by the Company, any trade or business, whether or not incorporated, that, together with the Company, is (or, to the extent the Company has any ongoing liability with respect thereto, was) treated as a single employer for purposes of Section 414 of the benefit Code or Section 4001 of any current or former employeeERISA (each, officeran “ERISA Affiliate”), manager, retiree, independent contractor or consultant of each such Company or any spouse or dependent of such individualtheir respective Subsidiaries, or under which the Company or any of their ERISA Affiliates its Subsidiaries has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, liability thereunder (contingent or otherwise otherwise), in each case, whether written or unwritten, funded or unfunded, whether or not subject to ERISA (each, a “Benefit Plan”), each of which are described and/or set forth on Schedule 2(n)(i). (bii) Each Benefit Plan can be amendedhas been established, terminatedmaintained, or otherwise discontinued after the First Closing operated and administered in all material respects in accordance with its termsterms and in all respects in compliance with applicable Law, without material liabilities to Buyer Parties, including ERISA and the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwiseCode. (ciii) Except as disclosed on Schedule 2(n)(iii), no Benefit Plan provides benefits or coverage in the nature of health, life or disability insurance following retirement or other termination of employment or service with the Company. (iv) Except as disclosed on Schedule 2(n)(iv), there have not been, nor are there presently, any benefits or other amounts paid or payable to any current or former director of the Company or any Affiliate thereof. (v) There is no pending or, to the Seller’s Knowledge, or threatened Action Actions relating to a Benefit Plan (other than routine claims for benefits)Plan, and no Benefit Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Authority governmental entity or is the subject of an application or filing under under, or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authoritygovernmental entity. (dvi) There With respect to each Benefit Plan subject to Title IV of ERISA (each, a “Pension Plan”): (A) no liability to the Pension Benefit Guaranty Corporation (the “PBGC”) has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basisfor premiums not yet due); (B) with respect to any managerno such Pension Plan is in “at risk” status, officer, employee, independent contractor or consultant, as applicable. None within the meaning of Section 430 of the SellerCode or Section 303 of ERISA; (C) no “reportable event” within the meaning of Section 4043 of ERISA (for which the 30-day notice requirement has not been waived by the PBGC) has occurred within the last twenty-four months; (D) no Lien has arisen or would reasonably be expected to arise as a result of actions or inactions under ERISA or the Code on the assets of the Acquired Companies; and (E) no such Pension Plan has failed to satisfy the “minimum funding standard” (as defined in Section 412 of the Code). The Company has no liability, contingent or otherwise, under Title IV of ERISA by reason of being an ERISA Affiliate with any Person. (vii) Neither the Company, nor any of their Affiliates its ERISA Affiliates, sponsors, maintains, contributes to or is required to sponsor, maintain or contribute to, or has any commitment liability with respect to (including on account of any of their respective ERISA Affiliates), any “multiemployer plan” as defined in Section 3(37) of ERISA. (viii) Except as set forth on Schedule 2(n)(viii), neither the execution of, nor the consummation of the transactions contemplated by, this Agreement, whether alone or obligation or has made combined with the occurrence of any representations other event, will, (A) entitle any Relevant Service Provider to any managerchange in control, officertransaction bonus or retention payment, employee(B) accelerate the time of payment, independent contractorfunding or vesting of any amounts due, or consultant, whether or not legally bindingmaterially increase the amount of compensation payable, to adoptany Relevant Service Provider, (C) directly or indirectly cause the Company to transfer or set aside any assets to fund any material benefits under any Benefit Plan or otherwise or (D) limit the right to merge, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or fees.

Employee Benefit Matters. (a) Prior to Section 3.21(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto)arrangement, in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.21(a) of the Disclosure Schedules, each, a “Benefit Plan”). The Company has separately identified in Section 3.21(a) of the Disclosure Schedules each Benefit Plan that contains a change in control provision. (b) With respect to each Benefit Plan, Seller has made available to Buyer accurate, current and complete copies of such Benefit Plans and all amendments thereto or if the Benefit Plan has not been reduced to writing, a written summary of all material terms of each such Benefit Plan. Each Benefit Plan and any related trust has been established, administered and maintained in all material respects in accordance with its terms and in compliance with all applicable Laws. Each Benefit Plan can be amended, terminated, terminated or otherwise discontinued after the First Closing in accordance with its termsterms and applicable Law, without material liabilities to Buyer PartiesBuyer, the Company, Company or any of their Affiliates, Affiliates other than ordinary administrative expenses typically incurred in a termination eventevent and any compensation or benefits payable in accordance with the terms of the Benefit Plan. The To the Knowledge of Seller, the Company has no commitment or obligation and has not made any representations to any employee, officer, managerdirector, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (c) There is no pending or. Other than as required under applicable Law, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan provides post-termination or retiree health benefits to any individual for any reason, and the Company has within the three years prior no Liability to the date hereof been the subject of an examination provide post-termination or audit retiree health benefits to any individual or ever represented, promised or contracted to any individual that such individual would be provided with post-termination or retiree health benefits other than as required by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority. (d) applicable Law. There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, to any additional amendment of any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerdirector, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any managerdirector, officer, employee, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement. Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code (a “Qualified Benefit Plan”) has received a favorable determination letter from the Internal Revenue Service, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the document sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, and, to the Seller’s Knowledge, nothing has occurred that could reasonably be expected to cause the revocation of such determination letter from the Internal Revenue Service or the unavailability of reliance on such opinion letter from the Internal Revenue Service. (ec) Each There is no pending, threatened or, to the Seller’s Knowledge, anticipated action relating to any Benefit Plan (other than non-material routine claims for benefits and appeals of such claims), or to Seller’s Knowledge, any trustee or fiduciaries thereof or any of the assets of any trust of any Benefit Plan, and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by any Governmental Authority. Since the Lookback Date, there has been no non-exempt “prohibited transaction,” as such term is defined under Section 4975 of the Code, Section 406 of ERISA, or any applicable Law, with respect to any Benefit Plan for which the Company or its ERISA Affiliates could be liable (either directly or through indemnification). (d) Since the Lookback Date, each Benefit Plan that is subject to Section 409A of the Code has been administered in material compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Neither any participant in such plan, nor the Company does not have (through indemnification), is subject to any obligation to gross up, indemnify, Tax or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to penalty imposed by Section 409A of the Code. (fe) Each individual who is classified by Except for any required vesting of accrued benefits under any Qualified Benefit Plan upon termination of such plan, the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) consummation of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, transactions contemplated by this Agreement (either alone or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the followingin connection with another event) will not: (i) nameaccelerate the time of payment or vesting, or increase the amount of compensation due to any employee, officer, former employee or former officer of the Company; or (ii) title result in the triggering or position (including whether full-time imposition of any restrictions or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of limitations on the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants right of the Company for services performed on or prior any ERISA Affiliate to the date hereof have been paid amend or terminate any Benefit Plan. No amount that will be received (whether in fullcash or property or vesting of property), and there are no outstanding agreementsor benefit provided to, understandings any officer, director or commitments employee of the Company who is a “disqualified individual” (as such term is defined in proposed Treasury Regulation 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or benefit plan currently in effect as a result of the transaction contemplated by this Agreement will be an “excess parachute payment” (as such term is defined under 280G(b)(1) of the Code), and no such person is entitled to receive any additional payment from the Company in the event that the excise Tax under Section 4999(a) of the Code is imposed on such person. (f) The representations and warranties contained in this Section 3.21 shall constitute the sole and exclusive representations and warranties with respect to the matters addressed thereby. For the sake of clarity, and without limiting the generality of the foregoing, the representations and warranties set forth in Section 3.07 and Section 3.19 hereof shall be deemed not to apply or relate to any compensation, commissions, bonuses, or feesmatters addressed by the representations and warranties contained in this Section 3.21.

Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-profit- sharing, deferred compensation, incentive, bonus, performance award, phantom equity or other equity, change in control, retention, severance, vacation, paid time off (PTO), sick time, medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, sponsored,‌ contributed to, or required to be contributed to by the Company Appalachian Pharm for the benefit of any current or former employee, officer, manager, retiree, independent contractor or consultant of each such Company the or any spouse or dependent of such individual, or under which the Company or any of their ERISA Affiliates Affiliate Appalachian Pharm has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as required to be listed on Section 3.20(a) of the Disclosure Schedules, each, a “Benefit Plan”). Section 3.20(a) separately identifies each Benefit Plan that contains a change in control provision. No Benefit Plan is maintained, sponsored, contributed to, or required to be contributed to by Appalachian Pharm primarily for the benefit of employees outside of the United States. (b) Each Benefit Plan can be amendedand any related trust has been established, terminated, or otherwise discontinued after the First Closing administered and maintained in accordance with its terms, without material liabilities to Buyer Partiesterms and in compliance with all applicable Laws (including ERISA, the Company, or Code and any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination eventapplicable local Laws). The Company has no commitment or obligation and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (c) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority. (d) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject intended to be qualified within the meaning of Section 409A 401(a) of the Code has been administered in compliance (a “Qualified Benefit Plan”) is so qualified and received a favorable and current determination letter from the Internal Revenue Service with its terms respect to the most recent five year filing cycle, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the operational trust related thereto are exempt from federal income taxes under Sections 401(a) and documentary requirements 501(a), respectively, of the Code, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject Appalachian Pharm or any ERISA Affiliate of Appalachian Pharm or, with respect to any period on or after the Closing Date, Buyer or any of its Affiliates, to a penalty under Section 409A 502 of ERISA or to tax or penalty under Sections 4975 or 4980H of the Code. All benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, GAAP.‌ (c) Neither Appalachian Pharm nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code and all or applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation local Law relating to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and employee benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) nameplans; (ii) title or position (including whether full-time or part-time)failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to withdrawn from any compensation, commissions, bonuses, or fees.Benefit Plan;

Employee Benefit Matters. (a) Prior to the date hereof, the Company Sxxx has made available to Buyer true MMI correct and correct complete copies of each pensionplan, program or arrangement constituting an Employee Welfare Benefit Plan or an Employee Pension Benefit Plan, and each other employee benefit plan, program or arrangement or employment practice (including each employment agreement, severance agreement, executive compensation arrangement, incentive program or arrangement, sick leave, vacation pay and severance pay policy, plant closing benefit, retirementsalary continuation arrangement for disability, compensationconsulting or other compensation arrangement, employment, consulting, profit-sharingretirement plan, deferred compensationcompensation plan, incentive“Rabbi” trust, bonusbonus program, performance awardstock purchase, restricted stock or stock unit plan, phantom equity stock plan, stock appreciation rights plan, hospitalization, medical or other equityheath plan, life insurance plan, voluntary employee benefit association (intended to qualify under Section 501(c)(9) of the Code), tuition reimbursement or scholarship program, or plan providing benefits or payments to employees in the event of a change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program change in ownership or arrangement (and sale of all or a substantial portion of the assets of Sxxx or any amendments thereto), in each case whether of its Subsidiaries) maintained by Sxxx or not reduced any of its Subsidiaries with respect to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning any of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any its current or former employeedirectors, officer, manager, retiree, independent contractor officers or consultant of each such Company or any spouse or dependent of such individual, or under which the Company or any of their ERISA Affiliates has or may have any Liability, or employees with respect to which Buyer Sxxx or any of its Affiliates Subsidiaries has any material liabilities, contingent or otherwise (collectively, the “Sxxx Plans”); provided that any governmental plan or program requiring the mandatory payment of social insurance taxes or similar contributions to a governmental fund with respect to the wages of an employee will not be considered a “Sxxx Plan” for these purposes. (b) With respect to each Sxxx Plan and except for matters which would not, individually or in the aggregate, reasonably be expected to have any Liability, contingent or otherwise (each, a “Benefit Plan”).Sxxx Material Adverse Effect: (bi) Each Benefit such Sxxx Plan can be amended(and each related trust, terminatedinsurance contract or fund) has been administered in a manner consistent with its written terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable laws; (ii) all required reports and descriptions required under applicable law have been filed or otherwise discontinued after distributed appropriately with respect to such Sxxx Plan; (iii) all contributions (including all employer contributions and employee salary reduction contributions) that are due have been paid in respect of each such Sxxx Plan and all contributions for any period ending on or before the First Closing Effective Time that are not yet due have been paid in respect of each such Sxxx Plan or accrued in accordance with the past custom and practice of Sxxx. All premiums or other payments for all periods ending on or before the Effective Time have been paid with respect to each such Sxxx Plan; (iv) each Sxxx Plan that is intended to be qualified under Section 401(a) of the Code or to receive favorable tax or other treatment under applicable law has received a favorable determination letter from the Internal Revenue Service that it is qualified under Code Section 401(a) and that its termsrelated trust is exempt from federal income tax under Code Section 501(a) or has received proper evidence from the appropriate governmental entity to the effect that such plan will receive such favorable tax or other treatment under applicable law. To Sxxx’x knowledge, without material liabilities no event has occurred or circumstance exists that will or could give rise to Buyer Parties, the Company, disqualification or loss of tax-exempt status of any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit such Sxxx Plan or trust or which would result in the loss of any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement other such favorable tax or otherwise.other treatment under applicable law; (cv) There the market value of assets under each such Sxxx Plan which is no pending or, to the Seller’s Knowledge, threatened Action relating to a an Employee Pension Benefit Plan (other than routine claims for benefits)any Multiemployer Plan and a “defined benefit plan” (as defined in Section 3(35) of ERISA) equals or exceeds the value of all vested and nonvested liabilities thereunder determined in accordance with Pension Benefit Guaranty Corporation methods, factors and no Benefit Plan has within the three years prior assumptions applicable to an employee pension benefit plan terminating on the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority. (d) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or fees.determination;

Employee Benefit Matters. (a) Prior to Section 4.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Seller for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company the Business or any spouse or dependent of such individual, or under which the Company Seller or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 4.20(a) of the Disclosure Schedules, each, a “Benefit Plan”). (b) Each With respect to each Benefit Plan, Seller has made available to Buyer accurate, current and complete copies of each of the following: (i) where the Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities has been reduced to Buyer Partieswriting, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and plan document together with all amendments; (ii) where the Benefit Plan has not made been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any representations to any employeetrust agreements or other funding arrangements, officercustodial agreements, managerinsurance policies and contracts, independent contractoradministration agreements and similar agreements, and investment management or consultantinvestment advisory agreements, whether now in effect or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, required in connection with the consummation future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, COBRA communications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) Each Benefit Plan and any related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA, the Code and any applicable local Laws). Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and received a favorable and current determination letter from the Internal Revenue Service with respect to the most recent five year filing cycle, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject Seller or any of its ERISA Affiliates or, with respect to any period on or after the Closing Date, Buyer or any of its Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under Sections 4975 or 4980H of the Code. No pension plan (other than a Multiemployer Plan) which is subject to minimum funding requirements, including any multiple employer plan, (each a “Single Employer Plan”) in which employees of the Business or any ERISA Affiliate participate or have participated has an “accumulated funding deficiency,” whether or not waived, or is subject to a lien for unpaid contributions under Section 303(k) of ERISA or Section 430(k) of the Code. No Single Employer Plan covering employees of the Business which is a defined benefit plan has an “adjusted funding target attainment percentage,” as defined in Section 436 of the Code, less than 80%. All benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP. (d) Neither Seller nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn from any Benefit Plan; (iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA; (v) incurred taxes under Section 4971 of the Code with respect to any Single Employer Plan; or (vi) participated in a multiple employer welfare arrangements (MEWA). (e) With respect to each Benefit Plan (i) no such plan is a Multiemployer Plan, and (A) all contributions required to be paid by Seller or its ERISA Affiliates have been timely paid to the applicable Multiemployer Plan, (B) neither Seller nor any ERISA Affiliate has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, and (C) a complete withdrawal from all such Multiemployer Plans at the Effective Time would not result in any material liability to Seller and no Multiemployer Plan is in critical, endangered or seriously endangered status or has suffered a mass withdrawal; (ii) no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); (iii) no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan; (iv) no such plan or the plan of any ERISA Affiliate maintained or contributed to within the last six (6) years is a Single Employer Plan subject to Title IV of ERISA; and (v) no “reportable event,” as defined in Section 4043 of ERISA, with respect to which the reporting requirement has not been waived, has occurred with respect to any such plan. (f) Other than as required under Sections 601 to 608 of ERISA or other applicable Law, no Benefit Plan or other arrangement provides post-termination or retiree health benefits to any individual for any reason. (g) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under under, or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (dh) There has been no amendment to, announcement by any Seller, the Company Seller or any of their its Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerdirector, officer, employee, consultant or independent contractor or consultantof the Business, as applicable. None of the Seller, the Company, Neither Seller nor any of their its Affiliates has any commitment or obligation or has made any representations to any managerdirector, officer, employee, consultant or independent contractor, or consultantcontractor of the Business, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement. (ei) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including including, notices, rulings and proposed and final regulations) thereunder. The Company Seller does not have any obligation to gross up, indemnify, indemnify or otherwise reimburse any individual for any excise taxes, interest, interest or penalties incurred pursuant to Section 409A of the Code. (fj) Each individual who is classified by Neither the Company as an independent contractor has been properly classified for purposes execution of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) this Agreement nor any of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, transactions contemplated by this Agreement will (either alone or consultants of upon the Company as of the date hereof, including any employee who is on a leave of absence occurrence of any nature, paid additional or unpaid, authorized or unauthorized, and sets forth for each such individual the following: subsequent events): (i) nameentitle any current or former director, officer, employee, independent contractor or consultant of the Business to severance pay or any other payment; (ii) title accelerate the time of payment, funding or position vesting, or increase the amount of compensation (including whether fullstock-time or part-time)based compensation) due to any such individual; (iii) hire increase the amount payable under or retention dateresult in any other material obligation pursuant to any Benefit Plan; (iv) current annual base compensation rate result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or contract fee; (v) commission, bonus require a “gross-up” or other incentive-based compensation; and (vipayment to any “disqualified individual” within the meaning of Section 280G(c) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or feesCode.

Employee Benefit Matters. (a) Prior to Section 4.17(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Seller for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company the Business or any spouse or dependent of such individual, or under which the Company Seller or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 4.17(a) of the Disclosure Schedules, each, a “Benefit Plan”). (b) Each Benefit Plan can be amendedand any related trust has been established, terminated, or otherwise discontinued after the First Closing administered and maintained in accordance with its terms, without material liabilities to Buyer Partiesterms and in substantial compliance with all applicable Laws (including ERISA, the Company, or Code and any applicable local Laws). Neither Seller nor any of their Affiliatesits ERISA Affiliates has incurred or reasonably expects to incur, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment and either directly or obligation and has not made indirectly, any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (c) There is no pending or, to the Seller’s Knowledge, threatened Action Liability relating to a Benefit Plan (other than routine claims for benefits)employee benefit plans, and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authoritysuch Liability currently exists. (d) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or fees.

Employee Benefit Matters. (a) Prior to the date hereof, the Company has made available to Buyer Disclosure Schedule 3.20(a) contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, membership interest or other equitymembership interest-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-tax- qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the a Company Party for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company Party or any spouse or dependent of such individual, or under which the such Company Party or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Disclosure Schedule 3.20(a), each, a “Benefit Plan”). The Sellers have separately identified in Disclosure Schedule 3.20(a) each Benefit Plan that contains a change in control provision. (b) Each With respect to each Benefit Plan, Sellers have made available to Buyer accurate, current and complete copies of each of the following: (i) where the Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities has been reduced to Buyer Partieswriting, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and plan document together with all amendments; (ii) where the Benefit Plan has not made been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any representations to any employeetrust agreements or other funding arrangements, officercustodial agreements, managerinsurance policies and Contracts, independent contractoradministration agreements and similar agreements, and investment management or consultantinvestment advisory agreements, whether now in effect or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, required in connection with the consummation future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, COBRA communications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the two most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) There Except as set forth in Disclosure Schedule 3.20(c), each Benefit Plan and any related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered and maintained in accordance with its terms and in material compliance with all applicable Laws (including ERISA, the Code and any applicable local Laws). Each Benefit Plan that is no pending orintended to be qualified within the meaning of Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and received a favorable and current determination letter from the Internal Revenue Service with respect to the most recent five year filing cycle, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to the Seller’s Knowledgeeffect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), threatened Action relating respectively, of the Code, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject the Company or any of its ERISA Affiliates or, with respect to any period on or after the Closing Date, Buyer or any of its Affiliates, to a Benefit Plan penalty under Section 502 of ERISA or to tax or penalty under Sections 4975 or 4980H of the Code. No pension plan (other than routine claims a Multiemployer Plan) which is subject to minimum funding requirements, including any multiple employer plan, (each, a “Single Employer Plan”) in which employees of a Company Party or any ERISA Affiliate participate or have participated has an “accumulated funding deficiency”, whether or not waived, or is subject to a lien for benefitsunpaid contributions under Section 303(k) of ERISA or Section 430(k) of the Code. No Single Employer Plan covering employees of the Company which is a defined benefit plan has an “adjusted funding target attainment percentage,” as defined in Section 436 of the Code, less than 80%. Except as set forth in Disclosure Schedule 3.20(c), all benefits, contributions and no premiums relating to each Benefit Plan has within have been timely paid in accordance with the three years prior terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant inextent required by, an amnestyand in accordance with, voluntary compliance, self-correction, or similar program sponsored by any Governmental AuthorityGAAP. (d) There has been no amendment to, announcement by Neither any Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, Party nor any of their ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any commitment material Liability under Title I or obligation Title IV of ERISA or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject to Section 409A related provisions of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all or applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation local Law relating to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and employee benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) nameplans; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided failed to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior timely pay premiums to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or fees.Pension Benefit Guaranty Corporation;

Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity or other equity, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “"employee benefit plan” " within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, manager, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.20(a) of the Disclosure Schedules, each, a “"Benefit Plan”"). (b) Each Benefit Plan can be amendedhas been established, terminatedmaintained and administered in compliance in all material respects with its terms and the applicable Laws, including ERISA. No Employee Benefit Plan is subject to the minimum funding requirements under Section 412 of the Code or Title IV of ERISA. No Benefit Plan is a multiemployer plan (as defined in Section 3(37) of ERISA), and neither the Company nor any ERISA Affiliate currently has, or otherwise discontinued after has ever had any obligation to contribute to any such multiemployer plan. (c) No Benefit Plan is the First Closing in accordance with its terms, without material liabilities to Buyer Partiessubject of any Action or nor have any of the Sellers or the Company received notice of any audit or examination by the Internal Revenue Service, the Company, United States Department of Labor or any other governmental entity. (d) Except as set forth on Section 3.20(a) of their Affiliatesthe Disclosure Schedules, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation neither the execution and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, in connection with delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or otherwise. in combination with other events, (ci) There is no pending orresult in any payment becoming due from the Company under any Benefit Plan, to the Seller’s Knowledge, threatened Action relating to a (ii) increase any benefits otherwise payable under any Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correctionPlan, or similar program sponsored by any Governmental Authority. (diii) There has been no amendment to, announcement by any Seller, result in the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level acceleration of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to time of payment or vesting of any manager, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor benefits under any of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or fees.

Employee Benefit Matters. (a) Prior to the date hereof, Section 3.25(a) of the Company has made available to Buyer true and correct copies Disclosure Schedules contains a complete list of each currently effective pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case case, whether or not reduced to writing and whether funded or unfunded, including each “which would be included as an "employee benefit plan” " within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISAqualified, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liabilityliability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liabilityliability, contingent or otherwise (as listed on Section 3.25(a) of the Company Disclosure Schedules, each, a “Benefit Plan”). (b) With respect to each Benefit Plan, Company has made available to the Buyer accurate, current and copies of each of the following: (i) where the Benefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where the Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, COBRA communications, employee handbooks and any other written communications relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the two most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) Each Benefit Plan and any related trust has been established, administered and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA, the Code and any applicable local Laws). There are no multiemployer plans within the meaning of Section 3(37) of ERISA ("Multiemployer Plans”). Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and received a favorable and current determination letter from the Internal Revenue Service with respect to the most recent five year filing cycle, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject the Company or any of its ERISA Affiliates or, with respect to any period on or after the Closing Date, Buyer or any of its Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under Sections 4975 or 4980H of the Code. There are no pension plans, defined contribution plans, or defined benefit plans in which employees of the Company or ERISA Affiliates participate or have participated. (d) Neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur, either directly or indirectly, any material liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans. (e) With respect to each Benefit Plan (i) neither the Company nor any ERISA Affiliate has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, (ii) no such plan or the plan of any ERISA Affiliate maintained or contributed to within the last six (6) years is a Single Employer Plan subject to Title IV of ERISA, and (iii) no "reportable event," as defined in Section 4043 of ERISA, with respect to which the reporting requirement has not been waived has occurred with respect to any such plan. (f) Each Benefit Plan can be amended, terminated, terminated or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities to Buyer Partiesthe Buyer, the Company, Company or any of their Affiliates, Affiliates other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, managerdirector, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreementPlan, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (cg) Except as required under Sections 601 to 608 of ERISA or other applicable Law, no Benefit Plan provides post-termination or retiree health benefits to any individual for any reason, and neither the Company nor any of its ERISA Affiliates has any liability to provide post-termination or retiree health benefits to any individual or ever represented, promised or contracted to any individual that such individual would be provided with post-termination or retiree health benefits. (h) There is no pending or, to the Seller’s Company's Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three six (6) years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (di) There has been no amendment to, announcement by any Seller, the Company or any of their its Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerdirector, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor any of their its Affiliates has any commitment or obligation or has made any representations to any managerdirector, officer, employee, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement. (ej) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, indemnify or otherwise reimburse any individual for any excise taxes, interest, interest or penalties incurred pursuant to Section 409A of the Code. (fk) Each individual who is classified by the Company as an independent contractor that participates in any Benefit Plan has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (gl) Notwithstanding any other provisions of this Agreement, the representations and warranties contained in this Section 3.16(g) of 3.25 are the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of only representations and warranties given by Selling Parties related to the Company as of the date hereofrepresentations contained herein, including any employee who is on a leave of absence of any naturebenefit matters, paid or unpaid, authorized or unauthorizedBenefit Plans, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; compliance with Laws related to Employee Benefit Plans and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in fullemployee benefit matters, and there are no outstanding agreements, understandings other provisions of this Agreement shall be interpreted as containing any representation or commitments of the Company warranty with respect to any compensation, commissions, bonuses, or feesthereto.

Employee Benefit Matters. (a) Prior to Section 4.19(a) of the date hereof, the Company has made available to Buyer Disclosure Schedule sets forth a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity or other equity, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each i) “employee benefit plan” within the meaning of (as defined in Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA) and (ii) other profit-sharing, which is deferred compensation, bonus or has been maintainedincentive, stock option, stock purchase, equity or equity-based, employment, independent contractor, consulting, severance, retention, change-of-control, paid time off, holiday pay, pension, retirement, medical, welfare, fringe and other compensation or benefit plan, policy, program, contract, arrangement or agreement (whether written or unwritten), in either case, sponsored, maintained, contributed to, or required to be contributed to to, by the Company or any Subsidiary for the benefit of any current or former employee, officermanager/director, manager, retiree, officer or independent contractor or consultant of each such Company or any spouse or dependent of such individual, or under which the Company or any of their ERISA Affiliates has or may have any LiabilitySubsidiary, or with respect to which Buyer the Company or any of its Affiliates would reasonably be expected to Subsidiary has or could have any Liability, contingent whether direct or otherwise indirect, actual or contingent, whether formal or informal, and whether written or oral, legally binding or not (including liability on account of an ERISA Affiliate) (each, a “Benefit Plan” and collectively, “Benefit Plans”). (b) With respect to each Benefit Plan, there are no funded benefit obligations for which contributions have not been made, or properly accrued and there are no unfunded benefit obligations that have not been accounted for by reserves and all monies withheld for employee paychecks with respect to Benefit Plans have been transferred to the appropriate Benefit Plan within the time required under applicable Law. Neither the Company nor any Subsidiary has or within the past five (5) years has had any ERISA Affiliates, nor does the Company or any Subsidiary have any Liability with respect to any collectively-bargained for plans, whether or not subject to the provisions of ERISA. No statement, either written or oral, has been made by the Company or any Subsidiary to any Person with regard to any Benefit Plan that was not in accordance with the Benefit Plan and that could reasonably be expected to have, cause or result in a Company Material Adverse Effect. (c) Each Benefit Plan has been maintained, operated and administered at all times in compliance with its terms and applicable Laws, including ERISA and the Code in all material respects. No event has occurred, nor do any circumstances exists, that could reasonably be expected to give rise to any material liability or civil penalty under any Laws with respect to any Benefit Plan. All contributions and other payments required to be made to each Benefit Plan under the terms of that Benefit Plan, ERISA, the Code or any other applicable Law have been timely made. (d) The Company has delivered or made available to Parent, accurate and complete copies, if applicable, of (i) each Benefit Plan, including all amendments, material, non-routine, employee communications and other documents related thereto (including any current summary plan description, summary of material modifications, and all related trust documents, insurance contracts or other funding vehicles), and in the case of an unwritten Benefit Plan, a written description of all material terms, (ii) the three most recently filed annual reports on Form 5500 and all schedules thereto, (iii) the most recent IRS determination, opinion or advisory letter, (iv) the most recent summary annual reports, actuarial reports, financial statements and trustee reports and (v) all documents concerning Governmental Authority audits or investigations or non-exempt “prohibited transactions” within the meaning of Section 4975 of the Code. (e) Except as set forth in Section 4.19(e) of the Disclosure Schedule, neither the execution and delivery of this Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated hereby could, either alone or in combination with another event, (i) entitle any individual to any severance pay, unemployment compensation, forgiveness of indebtedness or other benefits or compensation; (ii) accelerate the time of payment or vesting, funding, or increase the amount of any compensation due, or in respect of, any individual; (iii) result in or satisfy a condition to the payment of compensation that would, in combination with any other payment, result in an “excess parachute payment” within the meaning of Section 280G of the Code or that would not be deductible under Section 162 or 404 of the Code; or (iv) directly or indirectly cause the Company or any Subsidiary to transfer or set aside any assets to fund any material benefits under any Benefit Plan. Neither the Company nor any Subsidiary has any obligation to indemnify, hold harmless or gross-up any individual with respect to any excise tax imposed under Sections 4999 or 409A of the Code and each Benefit Plan that is a nonqualified deferred compensation plan within the meaning of Section 409A(d)(1) of the Code has been maintained, operated and administered in operational and documentary compliance with Section 409A of the Code. (f) None of the Company or any Subsidiary or an ERISA Affiliate maintains, maintained or contributed to within the past five (5) years, any multiemployer plan, within the meaning of Section 3(37) or 4001(a)(3) of ERISA. None of the Company or any Subsidiary or an ERISA Affiliate currently has any Liability to make withdrawal liability payments to any multiemployer plan. (g) Each Benefit Plan can be amended, terminatedsuspended or terminated at any time without the consent of any employees, participants, service providers, or otherwise discontinued after the First Closing insurance companies and without resulting in accordance with any Liability to Parent or its termsAffiliates for any additional contributions, without material liabilities to Buyer Partiespenalties, the Companypremiums, fees, fines, excise taxes or any of their Affiliates, other charges or Liabilities other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (c) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority. (d) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or fees.

Employee Benefit Matters. (a) Prior to the date hereof, Section 3.27(a) of the Company has made available to Buyer Disclosure Schedule contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Acquired Entities for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company the Acquired Entities or any spouse or dependent of such individual, or under which the Company Acquired Entities or any of their ERISA Affiliates has or may have any Liability, or with respect to which Buyer Parent or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.27(a) of the Company Disclosure Schedule, each, a “Benefit Plan”). The Acquired Entities have separately identified in Section 3.27(a) (i) of the Company Disclosure Schedule (i) each Benefit Plan that contains a change in control provision and (ii) each Benefit Plan that is maintained, sponsored, contributed to, or required to be contributed to by the Acquired Entities primarily for the benefit of employees outside of the United States (a “Non-U.S. Benefit Plan”). (b) With respect to each Benefit Plan, Company has Made Available to Parent accurate, current and complete copies of each of the following: (i) where the Benefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where the Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as a result of the Transactions or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, COBRA communications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the two most recently completed plan years; (viii) the most recent non-discrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Entity relating to the Benefit Plan. (c) Except as set forth in Section 3.27(c) of the Company Disclosure Schedule, each Benefit Plan and any related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered and maintained in accordance with its terms and in material compliance with all applicable Laws (including ERISA, the Code and any applicable local Laws). Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and, to the Company’s Knowledge, nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. To the Company’s Knowledge, nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject the Acquired Entities or any of its ERISA Affiliates or, with respect to any period on or after the Closing Date, Parent or any of its Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under Sections 4975 or 4980H of the Code. (d) No pension plan (other than a Multiemployer Plan) which is subject to minimum funding requirements, including any multiple employer plan, (each, a “Single Employer Plan”) in which employees of the Acquired Entities or any ERISA Affiliate participate or have participated has an “accumulated funding deficiency”, whether or not waived, or is subject to a Lien for unpaid contributions under Section 303(k) of ERISA or Section 430(k) of the Code. No Single Employer Plan covering employees of the Acquired Entities which is a defined benefit plan has an “adjusted funding target attainment percentage,” as defined in Section 436 of the Code, less than 80%. Except as set forth in Section 3.27(d) of the Company Disclosure Schedule, all benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, GAAP. All Non-U.S. Benefit Plans that are intended to be funded and/or book-reserved are funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions. (e) Neither the Acquired Entities nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn from any Benefit Plan; (iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA; (v) incurred taxes under Section 4971 of the Code with respect to any Single Employer Plan; or (vi) participated in a multiple employer welfare arrangements (MEWA). (f) With respect to each Benefit Plan (i) no such plan is a Multiemployer Plan/except as set forth in Section 3.27(f) of the Company Disclosure Schedule, no such plan is a Multiemployer Plan, and (A) all contributions required to be paid by the Acquired Entities or its ERISA Affiliates have been timely paid to the applicable Multiemployer Plan; (B) neither the Acquired Entities nor any ERISA Affiliate has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, and (C) a complete withdrawal from all such Multiemployer Plans at the Closing would not result in any material liability to the Acquired Entities and no Multiemployer Plan is in critical, endangered or seriously endangered status or has suffered a mass withdrawal; (ii) except as set forth in Section 3.27(f) of the Company Disclosure Schedule, no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); (iii) no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan; (iv) no such plan or the plan of any ERISA Affiliate maintained or contributed to within the last six (6) years is a Single Employer Plan subject to Title IV of ERISA; and (v) no “reportable event,” as defined in Section 4043 of ERISA, with respect to which the reporting requirement has not been waived has occurred with respect to any such plan. (g) Each Benefit Plan can be amended, terminated, terminated or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities to Buyer PartiesParent, the Company, Acquired Entities or any of their Affiliates, Affiliates other than ordinary administrative expenses typically incurred in a termination event. The Company has Acquired Entities have no commitment or obligation and has not made any representations to any employee, officer, managerdirector, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement Transactions or otherwise. (ch) There Except as set forth in Section 3.27(h) of the Company Disclosure Schedule and other than as required under Sections 601 to 608 of ERISA or other applicable Law, no Benefit Plan provides post-termination or retiree health benefits to any individual for any reason, and neither the Acquired Entities nor any of its ERISA Affiliates has any Liability to provide post-termination or retiree health benefits to any individual or ever represented, promised or contracted to any individual that such individual would be provided with post-termination or retiree health benefits. (i) Except as set forth in Section 3.27(i) of the Company Disclosure Schedule, there is no pending or, to the SellerCompany’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority Entity or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental AuthorityEntity. (dj) There has been no amendment to, announcement by any SellerCompany, the Company Acquired Entities or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would materially increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerdirector, officer, employee, independent contractor or consultant, as applicable. None of the SellerCompany, the CompanyAcquired Entities, nor any of their Affiliates has any commitment or obligation or has made any representations to any managerdirector, officer, employee, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement. (ek) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does Acquired Entities do not have any obligation to gross up, indemnify, indemnify or otherwise reimburse any individual for any excise taxes, interest, interest or penalties incurred pursuant to Section 409A of the Code. (fl) Each individual who is classified by the Company Except as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) set forth in Section 3.16(g3.27(l) of the Company Disclosure Schedules contains a list Schedule, neither the execution of all persons who are employees, independent contractors, or consultants this Agreement nor any of the Company as of Transactions will (either alone or upon the date hereof, including any employee who is on a leave of absence occurrence of any nature, paid additional or unpaid, authorized or unauthorized, and sets forth for each such individual the following: subsequent events): (i) nameentitle any current or former director, officer, employee, independent contractor or consultant of the Acquired Entities to severance pay or any other payment; (ii) title accelerate the time of payment, funding or position vesting, or increase the amount of compensation (including whether fullstock-time or part-time)based compensation) due to any such individual; (iii) hire limit or retention daterestrict the right of the Acquired Entities to merge, amend, or terminate any Benefit Plan; (iv) current annual base compensation rate increase the amount payable under or contract feeresult in any other material obligation pursuant to any Benefit Plan; (v) commission, bonus result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or other incentive-based compensation; and (vi) require a description “gross-up” or other payment to any “disqualified individual” within the meaning of Section 280G(c) of the fringe benefits provided Code. Company has Made Available to each such individual as Parent true and complete copies of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, any Section 280G calculations prepared (whether or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company not final) with respect to any compensation, commissions, bonuses, or fees.disqualified individual in connection with the Transactions. Defined terms:

Employee Benefit Matters. (a) Prior to Section 4.19(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disabilityoff, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISAER1SA, whether or not tax-tax- qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Seller for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company the Business or any spouse or dependent of such individual, or under which the Company Seller or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 4.19(a) of the Disclosure Schedules, each, a “Benefit Plan”). (b) Except as set forth in Section 4.19(b) of the Disclosure Schedules, each Benefit Plan and related trust complies with all applicable Laws (including ERISA, the Code and applicable local Laws). Each Benefit Plan can that is intended to be amended, terminatedqualified under Section 401(a) of the Code (a “Qualified Benefit Plan”) has received a favorable determination letter from the Internal Revenue Service, or otherwise discontinued after with respect to a prototype plan, can rely on an opinion letter from the First Closing Internal Revenue Service to the prototype plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, and, to Seller’s Knowledge, nothing has occurred that could reasonably be expected to cause the revocation of such determination letter from the Internal Revenue Service or the unavailability of reliance on such opinion letter from the Internal Revenue Service, as applicable. With respect to any Benefit Plan, to Seller’s Knowledge, no event has occurred or is reasonably expected to occur that has resulted in accordance with its termsor would subject Seller to a Tax under Section 4971 of the Code or the Purchased Assets to a lien under Section 430(k) of the Code. (c) No Benefit Plan: (i) is subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code; or (ii) is a “multi-employer plan- (as defined in Section 3(37) of ERISA). Seller has not: (A) withdrawn from any pension plan under circumstances resulting (or expected to result) in liability; or (B) engaged in any transaction which would give rise to a liability under Section 4069 or Section 4212(c) of ERISA. (d) Other than as required under Section 4980B of the Code or other applicable Law, without material liabilities to Buyer Partiesno Benefit Plan provides benefits or coverage in the nature of health, the Company, life or any disability insurance following retirement or other termination of their Affiliates, employment (other than ordinary administrative expenses typically incurred death benefits when termination occurs upon death). (e) No Benefit Plan exists that could: (i) result in a termination event. The Company has no commitment or obligation and has not made any representations the payment to any employeeEmployee, officerdirector or consultant of the Business of any money or other property; or (ii) accelerate the vesting of or provide any additional rights or benefits (including funding of compensation or benefits through a trust or otherwise) to any Employee, manager, independent contractor, director or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreementconsultant of the Business, in connection with each case, as a result of the execution of this Agreement. Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement or otherwise. (c) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has hereby will result in “excess parachute payments” within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority. (d) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements meaning of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations280G(b) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or fees.

Employee Benefit Matters. (a) Prior to the date hereof, the Company has made available to Buyer A true and correct copies complete copy of each pension, benefit, retirement, executive compensation, employmentincentive bonus or other bonus, consultingemployee pension, profit-sharing, deferred compensationsavings, incentiveretirement, bonusstock option, performance awardstock purchase, phantom equity severance pay, or other equity, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, control plan, policyprogram, program arrangement, agreement or arrangement (commitment in effect that covers current and any amendments thereto)future employees, in each case whether directors or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning consultants of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, manager, retiree, independent contractor or consultant of each such Company or any spouse or dependent of such individual, or under which the Company or any of their ERISA Affiliates its Subsidiaries (each, a "Plan") has been made available to the Purchaser or may have publicly filed prior to the date thereof. Section 4.09(a) of the Disclosure Letter sets forth a true and complete list of all Plans, and specifically identifies any Liability, "change of control" or with respect to which Buyer or similar provisions and the aggregate change in control payments due thereunder. (b) Neither the Company nor any of its Affiliates Subsidiaries, directly or indirectly, is subject to any liability in respect of any Plan, which would reasonably be expected to have any Liabilitya Material Adverse Effect. There are no actions, contingent suits or otherwise (each, a “Benefit Plan”). (b) Each Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities to Buyer Parties, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (c) There is no claims pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits)) or, and no Benefit Plan has within the three years prior to the date hereof been knowledge of the Company, threatened with respect to such Plan or against the assets of such Plan (except for the benefits payable or contributions due under the terms of such Plans) which would reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Company, no Plan is under audit or is the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored investigation by any Governmental AuthorityEntity, except routine audits conducted in the ordinary course which would not reasonably be expected to have a Material Adverse Effect. (c) The Company has complied, or will comply, with any applicable works council or labor union advice, information, and/or consultation procedures required by the laws of Luxembourg or The Netherlands Merger Code and The Netherlands Works Council Act in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for any non-compliance that would not have a Material Adverse Effect on the Company or a material adverse effect on the ability of the parties to consummate the transactions contemplated hereby. (d) There Neither the Company nor any of its Subsidiaries is in violation of any provision of applicable law or any governmental rule or regulation, or any order, ruling, decree, judgment or arbitration award of any court, arbitrator or any Governmental Entity regarding the terms and conditions of employment of employees, former employees or prospective employees or other labor related matters, including laws, rules, regulations, orders, rulings, decrees, judgments and awards relating to wages, hours, civil rights, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violation of the personal rights of employees, former employees or prospective employees which, taken alone or together with any other such violation or violations, would reasonably be expected to have a Material Adverse Effect. (i) The Aggregate Payments (as defined below) do not exceed US$2,500,000. Except for the Aggregate Payments, neither the Company nor any of its Subsidiaries has been no amendment to, announcement by any Seller, liability to any current or former employee of the Company or its Subsidiaries, or any other person by virtue of their Affiliates relating torendering or having rendered personal services to the Company or its Subsidiaries, or change in employee participation or coverage underthe amount of which, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level timing of the expense incurred for payment of which or the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor terms or consultant, as applicable. None conditions of which are affected by the consummation of the Seller, transactions contemplated herein or the Company, nor any value of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses, or fees.equity securities of

Employee Benefit Matters. (a) Prior to Section 4.21(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 4.21(a) of the Disclosure Schedules, each, a “Benefit Plan”). (b) Each With respect to each Benefit Plan, the Company has made available to Buyer accurate, current and complete copies of each of the following: (i) where the Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities has been reduced to Buyer Partieswriting, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and plan document together with all amendments; (ii) where the Benefit Plan has not made been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any representations to any employeetrust agreements or other funding arrangements, officercustodial agreements, managerinsurance policies and contracts, independent contractoradministration agreements and similar agreements, and investment management or consultantinvestment advisory agreements, whether now in effect or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, required in connection with the consummation future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, COBRA communications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) There Each Benefit Plan and any related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA, the Code and any applicable local Laws). Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and received a favorable and current determination letter from the Internal Revenue Service with respect to the most recent five year filing cycle, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject the Company or any of its ERISA Affiliates or, with respect to any period on or after the Closing Date, Buyer or any of its Affiliates, to a penalty under Section 502 of ERISA or to a tax or penalty under Sections 4975 or 4980H of the Code. (d) No pension plan (other than a Multiemployer Plan) which is subject to minimum funding requirements, including any multiple employer plan, (each a “Single Employer Plan”) in which employees of the Company or any ERISA Affiliate participate or have participated has an “accumulated funding deficiency,” whether or not waived, or is subject to a lien for unpaid contributions under Section 303(k) of ERISA or Section 430(k) of the Code. No Single Employer Plan covering employees of the Company which is a defined benefit plan has an “adjusted funding target attainment percentage,” as defined in Section 436 of the Code, less than 80%. Except as set forth in Section 4.21(d) of the Disclosure Schedules, all benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP. (e) Neither the Company nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn from any Benefit Plan; (iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA; (v) incurred taxes under Section 4971 of the Code with respect to any Single Employer Plan; or (vi) participated in a multiple employer welfare arrangements (MEWA). (f) With respect to each Benefit Plan (i) no such plan is a Multiemployer Plan, (ii) no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); (ii) no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan; (iii) no such plan or the plan of any ERISA Affiliate maintained or contributed to within the last six (6) years is a Single Employer Plan subject to Title IV of ERISA; and (v) no “reportable event,” as defined in Section 4043 of ERISA, with respect to which the reporting requirement has not been waived, has occurred with respect to any such plan. (g) Except as set forth in Section 4.21(g) of the Disclosure Schedules and other than as required under Sections 601 to 608 of ERISA or other applicable Law, no Benefit Plan or other arrangement provides post-termination or retiree health benefits to any individual for any reason. (h) Except as set forth in Section 4.21(h) of the Disclosure Schedules, there is no pending or, to the Seller’s Sellers’ Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under under, or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (di) There has been no amendment to, announcement by any Seller, the Company or any of their its Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerdirector, officer, employee, consultant or independent contractor or consultantof the Company, as applicable. None of Neither the Seller, the Company, Company nor any of their its Affiliates has any commitment or obligation or has made any representations to any managerdirector, officer, employee, consultant or independent contractor, or consultantcontractor of the Company, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement. (ej) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including including, notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, indemnify or otherwise reimburse any individual for any excise taxes, interest, interest or penalties incurred pursuant to Section 409A of the Code. (fk) Each individual who is classified Neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will (either alone or upon the Company as an occurrence of any additional or subsequent events): (i) entitle any current or former director, officer, employee, independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants consultant of the Company as of the date hereof, including to severance pay or any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) nameother payment; (ii) title accelerate the time of payment, funding or position vesting, or increase the amount of compensation (including whether fullstock-time or part-time)based compensation) due to any such individual; (iii) hire increase the amount payable under or retention dateresult in any other material obligation pursuant to any Benefit Plan; (iv) current annual base compensation rate result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or contract fee; (v) commission, bonus require a “gross-up” or other incentive-based compensationpayment to any “disqualified individual” within the meaning of Section 280G(c) of the Code. The Company has made available to Buyer true and complete copies of any Section 280G calculations prepared (whether or not final) with respect to any disqualified individual in connection with the transactions. (l) Each Benefit Plan has been maintained and administered in all material respects in compliance with (i) its terms; (ii) the terms, if applicable, of any related funding instruments; and (viiii) all applicable Laws. (m) There is no pending or, to Sellers’ Knowledge, threatened Action relating to a description of Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or three years prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings the subject of an examination or commitments of the Company with respect to any compensation, commissions, bonuses, or feesaudit by a Governmental Authority.

Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disabilityoff, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by any of the Company Seller Parties for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or Holdco or any spouse or dependent of such individual, or under which the Company or any of their ERISA Affiliates Holdco has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.20(a) of the Disclosure Schedules, each, a “Benefit Plan”). The Company has separately identified in Section 3.20(a) of the Disclosure Schedules (i) each Benefit Plan that contains a change in control provision and (ii) each Benefit Plan that is maintained, sponsored, contributed to, or required to be contributed to by the Company or Holdco primarily for the benefit of Company employees outside of the United States (a “Non-U.S. Benefit Plan”). (b) Each Benefit Plan sponsored by the Company or Holdco (each, a “Company Benefit Plan”) is identified on Section 3.20(b) of the Disclosure Schedules and, with respect to each Company Benefit Plan, Seller has made available to Buyer accurate, current and complete copies of each of the following: (i) where the Company Benefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where the Company Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Company Benefit Plan; (v) in the case of any Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service; (vi) in the case of any Company Benefit Plan for which a Form 5500s is required to be filed, a copy of the two most recently filed Form 5500, with schedules and financial statements attached; (vii) actuarial valuations and reports related to any Company Benefit Plans with respect to the two most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Company Benefit Plan. (c) Each Benefit Plan and related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has, in all material respects, been established, administered and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA, the Code and any applicable local Laws). Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and has received a favorable and current determination letter from the Internal Revenue Service, or with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and nothing has occurred that would reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or would reasonably be expected to subject the Company or Holdco or, with respect to any period on or after the Closing Date, Buyer or any of its Affiliates, to a penalty under ERISA or to tax or penalty under the Code. All benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and in material compliance with all applicable Laws and accounting principles, and all benefits accrued under any unfunded Company Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, GAAP. All Non-U.S. Benefit Plans that are intended to be funded and/or book-reserved are funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions. (d) Neither the Company nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or the Code or applicable local Law relating to employee benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn from any Benefit Plan or Multiemployer Plan; or (iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA. (e) With respect to each Company Benefit Plan (i) (A) all contributions required to be paid by the Company or its ERISA Affiliates have been timely paid to the applicable Multiemployer Plan; (B) neither the Company nor any ERISA Affiliate has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, and (C) a complete withdrawal from all such Multiemployer Plans at the Effective Time would not result in any material liability to the Company; (ii) no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); (iii) no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan; (iv) no such plan is subject to the minimum funding standards of Section 412 of the Code or Title IV of ERISA, and none of the assets of the Company or any ERISA Affiliate is, or may reasonably be expected to become, the subject of any lien arising under Section 302 of ERISA or Section 412(a) of the Code; and (v) no “reportable event,” as defined in Section 4043 of ERISA, has occurred with respect to any such plan. (f) Each Company Benefit Plan can be amended, terminated, terminated or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities to Buyer PartiesBuyer, the Company, Company or any of their Affiliates, post-Closing Affiliates other than ordinary administrative expenses typically incurred in a termination event. The Except as set forth in Section 5.14, the Company has no commitment or obligation and has not made any representations to any Holdco or Company employee, officer, managerdirector, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Company Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise. (cg) Other than as required under Section 601 et seq. of ERISA or other applicable Law, no Company Benefit Plan provides post-termination or retiree welfare benefits to any individual for any reason, and neither the Company nor Holdco has any Liability to provide post-termination or retiree welfare benefits to any individual or ever represented, promised or contracted to any individual that such individual would be provided with post-termination or retiree welfare benefits. (h) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Company Benefit Plan (other than routine claims for benefits), and no Company Benefit Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, correction or similar program sponsored by any Governmental Authority. (di) There Except as set forth in Section 3.20(i) of the Disclosure Schedules, there has been no amendment to, announcement by any Seller, the Company Seller Party or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any managerHoldco or Company director, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor Seller Parties or any of their Affiliates has any commitment or obligation or has made any representations to any managerHoldco or Company director, officer, employee, independent contractor, contractor or consultant, whether or not legally binding, to adopt, amend, modify, modify or terminate any Benefit Plan or any collective bargaining agreement. (ej) Each Company Benefit Plan that is subject to Section 409A of the Code has been administered in material compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, indemnify or otherwise reimburse any individual for any excise taxes, interest, interest or penalties incurred pursuant to Section 409A of the Code. (fk) Each individual who is classified by the Company as an independent contractor or other non-employee service provider has been properly classified for purposes of participation and benefit accrual under each Company Benefit Plan. (gl) Section 3.16(g) Neither the execution of this Agreement nor any of the Disclosure Schedules contains a list transactions contemplated by this Agreement will (either alone or upon the occurrence of all persons who are employeesany additional or subsequent events): (i) entitle any current or former director, officer, employee, independent contractors, contractor or consultants consultant of the Company as of the date hereof, including or Holdco to severance pay or any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) nameother payment; (ii) title accelerate the time of payment, funding or position (including whether full-time vesting, or part-time)increase the amount of compensation due to any such individual; (iii) hire limit or retention daterestrict the right of the Company or Holdco to merge, amend or terminate any Company Benefit Plan; (iv) current annual base compensation rate increase the amount payable under or contract feeresult in any other material obligation pursuant to any Company Benefit Plan; (v) commission, bonus result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or other incentive-based compensation; and (vi) require a description “gross-up” or other payment to any “disqualified individual” within the meaning of Section 280G(c) of the fringe benefits provided Code. Seller has made available to each such individual as Buyer true and complete copies of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, any Section 280G calculations prepared (whether or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company not final) with respect to any compensation, commissions, bonuses, or feesdisqualified individual in connection with the transactions contemplated by this Agreement.

Employee Benefit Matters. (a) Prior to Section 3.17(a) of the date hereof, the Company has made available to Buyer Disclosure Schedule contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity or other equity, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” (within the meaning of Section 3(3) of ERISA), whether and all equity compensation, stock purchase, stock option, severance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation, supplemental retirement, pension, profit sharing, retirement, thrift, savings, cafeteria, vacation, termination, retention, medical or not tax-qualified other welfare benefit and all other material employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, ERISA (including any funding mechanism therefor now in effect or required to be contributed to in the future as a result of the transaction contemplated by the Company for the benefit of this Agreement or otherwise), whether formal or informal, oral or written, legally binding or not, under which (x) any current or former employee, officer, managercontractor, retireeconsultant or director of either of the Companies or any of the Company Subsidiaries (the “Company Employees”) has any present or future right to benefits which are contributed to, independent contractor sponsored by or consultant maintained by the Seller, any of its Affiliates, either of the Companies or any of the Company Subsidiaries or (y) either of the Companies or any of the Company Subsidiaries has any present or future liability and all equity awards, including stock options, restricted stock, restricted stock units, phantom stock and stock appreciation rights, granted by the Seller, any of its Affiliates, either of the Companies or any of the Company Subsidiaries in securities of the Seller or any of its Affiliates to any Company Employees. All such plans, agreements, programs, policies, awards and arrangements shall be collectively referred to as “Employee Plans.” Each Employee Plan that is sponsored or maintained by either of the Companies or any of the Company Subsidiaries (rather than by the Seller or any of its Affiliates (other than the Companies and the Company Subsidiaries)) is designated with an asterisk (*) on Section 3.17(a) of the Disclosure Schedule (each such Employee Plan, a “Company Sponsored Plan”). Each of the Company Sponsored Plans is either a Bonus Plan or a Foreign Benefit Plan. (b) Except as set forth in Section 3.17(b) of the Disclosure Schedule, no Employee Plan is maintained outside the jurisdiction of the United States, or covers any employee residing or working outside the United States (any such Employee Plans set forth in Section 3.17(b) of the Disclosure Schedule, collectively, “Foreign Benefit Plans”). With respect to any Foreign Benefit Plans, without limiting the generality of any other provision of this Agreement, (i) all Foreign Benefit Plans have been established, maintained, invested and administered in compliance in all material respects with their terms and all applicable Laws of any controlling Governmental Authority, (ii) all Foreign Benefit Plans which are Company Sponsored Plans that are required to be funded are fully funded based on reasonable actuarial assumptions disclosed in the most recent actuarial reports filed with applicable Governmental Authorities (where required) and applicable Law on a solvency and a going-concern basis, and with respect to all other Foreign Benefit Plans which are Company Sponsored Plans, adequate reserves therefor have been established on the accounting statements of the applicable Company or Company Subsidiary where such reserve is required, (iii) no material liability or obligation of either of the Companies or any spouse of the Company Subsidiaries exists with respect to such Foreign Benefit Plans that has not been disclosed in Section 3.17(b)(iii) of the Disclosure Schedule, (iv) no Foreign Benefit Plan is a plan to which more than one employer makes contributions or dependent is under any obligation to make contributions (other than plans where all such employers are Affiliates), (v) where any Foreign Benefit Plan which is a Company Sponsored Plan that is a pension plan registered under the Income Tax Act (Canada) has been partially or fully wound-up, all assets, including any surplus, attributable to such partial or full wind-up have been fully distributed in accordance with all applicable Laws or where such distribution of assets is pending, the amount of the surplus attributable to such partial or full wind-up together with the date as of which such amount is determined is disclosed in Section 3.17(b)(v) of the Disclosure Schedule, (vi) any payments, distributions or withdrawals from or transfers of assets to or from any Foreign Benefit Plan which is a Company Sponsored Plan have been made in accordance with the terms of such individualForeign Benefit Plan and all applicable Laws and occurred with the consent of any applicable Governmental Authority (where required), (vii) no event has occurred and no condition or circumstance exists respecting any Foreign Benefit Plan which is a Company Sponsored Plan that is a pension plan registered under the Income Tax Act (Canada) which would entitle any Person (without the consent of the Company or any of their ERISA Affiliates has or may have any Liability, or with respect the Company Subsidiaries) to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (each, a “Benefit Plan”). (b) Each Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities to Buyer Parties, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, wind-up or terminate any Foreign Benefit Plan, in whole or in part, or have its registration under applicable Laws refused or revoked or being placed under the administration of any Governmental Authority or other Person and (viii) no Foreign Benefit Plan or any collective bargaining agreementis a non-pension post-retirement benefit plan, except in connection with the consummation each case as otherwise disclosed in Section 3.17(b) of the transactions contemplated by this Agreement or otherwiseDisclosure Schedule. (c) There None of the Employee Plans is no pending or, to a “multiemployer plan” as defined in Section 3(37) of ERISA or under other applicable Law and neither the Seller’s Knowledge, threatened Action relating to any of its Affiliates, the Companies, the Company Subsidiaries or any members of their respective “Controlled Groups” (defined as any organization which is a Benefit Plan member of a controlled group of organizations within the meaning of Sections 414(b), (c), (m) or (o) of the Code) has at any time within the past six years sponsored or contributed to, or has or had any liability or obligation (other than routine claims for benefits)with respect to contributions that have been finally paid) in respect of, and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authoritymultiemployer plan. (d) There has All Employee Plans have been no amendment toestablished, announcement maintained and administered in all material respects in accordance with their terms and in compliance in all material respects with the requirements prescribed by any Sellerapplicable Law, including ERISA, the Company Code and other applicable Laws, orders or any of their Affiliates relating togovernmental rules or regulations, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicable. None of and the Seller, the CompanyCompanies and the Company Subsidiaries have performed in all material respects all obligations required to be performed by them under, nor and are not in any material respect in default under or in violation of, any of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreementthe Employee Plans. (e) Each Benefit Employee Plan that is subject and corresponding trust intended to Section 409A be qualified under Sections 401(a) and 501(a) of the Code is so qualified and has been administered in compliance with received a favorable determination letter from the IRS (or an application is pending) as to its terms and the operational and documentary requirements of qualification, and, nothing has occurred that would reasonably be expected to cause any such Employee Plan or trust to fail to qualify under Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations401(a) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A 501(a) of the Code. (f) Each individual who is classified by Neither the Seller, the Companies, the Company as an independent contractor Subsidiaries nor the members of their respective Controlled Groups has been properly classified incurred any liability to the Pension Benefit Guaranty Corporation (other than for purposes of participation and benefit accrual under each Benefit Planpremiums) that remains unsatisfied. (g) With respect to each Employee Plan which is a Company Sponsored Plan, the Seller has provided or made available to the Purchasers a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (i) any related trust agreement, other funding instrument, insurance Contract or policy, (ii) the most recent determination letter, if applicable, (iii) any summary plan description and other written communications (or a description of any oral communications) by the Seller, any of its Affiliates, either of the Companies or any of the Company Subsidiaries to the Company Employees concerning the extent of the benefits provided under an Employee Plan, (iv) for the most recent year (A) the Form 5500 and attached schedules, (B) audited financial statements and (C) actuarial valuation reports, (v) with respect to the Foreign Benefit Plans, all annual information returns or other returns filed with, and significant correspondence with, any Governmental Authority within the last 3 years, (vi) a complete and accurate list of all Company Employees participating in any equity or equity-based plan and all outstanding awards thereunder and (vii) a complete and accurate list of all Company Employees participating in any non-qualified or unregistered retirement plan of either of the Companies or any of the Company Subsidiaries and the amount of each Company Employee’s benefit thereunder. With respect to each Employee Plan which is not a Company Sponsored Plan, the Seller has provided or made available to the Purchasers a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (x) the most recent determination letter, if applicable, (y) any summary plan description and other material written communications (or a description of any oral communications) by the Seller, any of its Affiliates, either of the Companies or any of the Company Subsidiaries to the Company Employees concerning the extent of the benefits provided under an Employee Plan and (z) a complete and accurate list of all Company Employees participating in any equity or equity-based plan and all outstanding awards thereunder (and estimated valuations thereof). (h) No event has occurred and no condition exists that could reasonably be expected to subject the Seller, any of its Affiliates, either of the Companies or any of the Company Subsidiaries by reason of their affiliation with any member of their Controlled Group, to any Tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Laws. No Employee Plan provides retiree welfare benefits and neither of the Companies nor any of the Company Subsidiaries has any obligation to provide any retiree welfare benefits other than as required by Section 3.16(g4980B of the Code. Neither the Seller, any of its Affiliates, the Companies, the Company Subsidiaries nor any member of their respective Controlled Groups has engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in Sections 4069 or 4204 of ERISA. No “reportable event” (as such term is defined in Section 4043 of ERISA) that has not been waived or could reasonably be expected to result in material liability, no non-exempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA and Section 412 of the Code (whether or not waived)) or failure to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred with respect to any Employee Plan. No Employee Plan has been, or is expected to be, in “at risk” status (as defined in Section 303(i)(4) or Section 430(i)(4) of the Code). (i) With respect to any Employee Plan which is a Company Sponsored Plan, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or threatened, (ii) no facts or circumstances exist that could give rise to any such actions, suits or claims, (iii) no written or oral communication has been received from the Pension Benefit Guaranty Corporation (the “PBGC”) in respect of any Employee Plan subject to Title IV of ERISA concerning the funded status of any such plan or any transfer of assets and liabilities from any such plan in connection with the transactions contemplated herein and (iv) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the PBGC, the IRS or other Governmental Authorities are pending, threatened or in progress (including any routine requests for information from the PBGC). (j) Except as set forth in Section 3.17(j) of the Disclosure Schedules contains Schedule, no Employee Plan exists that could result in the payment to any Company Employee of any money or other property (including severance benefits) or accelerate or provide any other rights or benefits to any Company Employee as a list result of all persons the transactions contemplated by this Agreement (including any “stay” bonuses payable in connection therewith). There is no contract, plan or arrangement (written or otherwise) covering any Company Employee that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code. (k) Each individual who are employees, independent contractors, renders services to either of the Companies or consultants any of the Company Subsidiaries who is classified as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and Tax reporting and under Employee Plans) is properly so characterized. (l) All contributions, premiums and other amounts required to be paid under the Employee Plans which are Company Sponsored Plans or by applicable Law have been paid on a timely basis in accordance with such applicable Law and the terms of such Employee Plans. Except as fully accrued or reserved against on the Financial Statements or required to be accrued or reserved thereafter in the ordinary course of business consistent with past practice in an amount that could not reasonably be expected to be material to the Companies and the Company Subsidiaries taken as a whole, there are no unfunded liabilities with respect to any Company Sponsored Plan. (m) Section 3.17(m) of the date hereofDisclosure Schedule contains a true and complete list (i) of all current directors and officers of each of the Companies and the Company Subsidiaries and (ii) of all current employees engaged solely in the Business, including any employee who is on a leave whether or not employed by either of absence of any naturethe Companies (the “Business Employees”), paid or unpaidother than the Full Time Reps and, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title Business Employee, such Business Employee’s title, date of hire, employer, current base salary or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation hourly rate or contract fee; (v) commissionof pay, bonus or to be paid for the most recent completed fiscal year and most recent raise and fiscal year 2009 base salary. The Companies maintain in their books and records, for all current Business Employees other incentivethan Full-based compensation; Time Reps which are subject to Section 3.17(n), such Business Employees’ name, address, work location and (vi) a description of bonus target for the fringe benefits provided to each such individual as of the date hereofcurrent fiscal year. As of the Closing Date, the Affected Employees will (A) be employed by the Companies or the Company Subsidiaries, and (B) be the only individuals employed by the Companies and the Company Subsidiaries. The Business Employees constitute all of the employees reasonably necessary to conduct the Business in substantially the same manner as conducted by the Seller on the date hereof. (i) Except as set forth on Section 3.17(n)(i)(A) of the Disclosure Schedule, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments sales representatives of the Company with respect to any compensation, commissions, bonuses, or feesBusiness are full time employees of the Companies (“Full Time Reps”).

Employee Benefit Matters. (a) Prior to Section 3.21(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each material pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company RM2 for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company RM2 or any spouse or dependent of such individual, or under which the Company RM2 or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer ARC or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.21(a) of the Disclosure Schedules, each, a “Benefit Plan”). RM2 has separately identified in Section 3.21(a) of the Disclosure Schedules (i) each Benefit Plan that contains a change in control provision and (ii) each Benefit Plan that is maintained, sponsored, contributed to, or required to be contributed to, by RM2 for the benefit of employees outside of the United States (a “Non-U.S. Benefit Plan”). (b) Each With respect to each Benefit Plan, RM2 has made available to ARC accurate, current and complete copies of each of the following: (i) where the Benefit Plan can be amended, terminated, or otherwise discontinued after the First Closing in accordance with its terms, without material liabilities has been reduced to Buyer Partieswriting, the Company, or any of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and plan document together with all amendments; (ii) where the Benefit Plan has not made been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any representations to any employeetrust agreements or other funding arrangements, officercustodial agreements, managerinsurance policies and contracts, independent contractoradministration agreements and similar agreements, and investment management or consultantinvestment advisory agreements, whether now in effect or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement, required in connection with the consummation future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, COBRA communications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the two most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Each Benefit Plan and any related trust (other than routine claims for benefits), and no Benefit Plan has any multiemployer plan within the three years prior to the date hereof been the subject meaning of an examination or audit by Section 3(37) of ERISA (each a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority. (d“Multiemployer Plan”)) There has been no amendment toestablished, announcement by any Selleradministered and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA, the Company or Code and any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicableapplicable local Laws). None of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject intended to be qualified within the meaning of Section 409A 401(a) of the Code has been administered in compliance (a “Qualified Benefit Plan”) is so qualified and received a favorable and current determination letter from the Internal Revenue Service with its terms respect to the most recent five year filing cycle, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the operational trust related thereto are exempt from federal income taxes under Sections 401(a) and documentary requirements of Section 409A 501(a), respectively, of the Code Code, and all applicable regulatory guidance (including noticesnothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject RM2 or any of its ERISA Affiliates or, rulings and proposed and final regulations) thereunder. The Company does not have with respect to any obligation period on or after the Closing Date, ARC or any of its Affiliates, to gross up, indemnify, a penalty under Section 502 of ERISA or otherwise reimburse any individual for any excise taxes, interest, to tax or penalties incurred pursuant to Section 409A penalty under Sections 4975 or 4980H of the Code. (fd) Each individual who No pension plan (other than a Multiemployer Plan) which is classified by subject to minimum funding requirements, including any multiple employer plan, (each, a “Single Employer Plan”) in which employees of RM2 or any ERISA Affiliate participate or have participated has an “accumulated funding deficiency”, whether or not waived, or is subject to a lien for unpaid contributions under Section 303(k) of ERISA or Section 430(k) of the Company Code. No Single Employer Plan covering employees of RM2 which is a defined benefit plan has an “adjusted funding target attainment percentage,” as an independent contractor has been properly classified for purposes defined in Section 436 of participation the Code, less than 80%. all benefits, contributions and benefit accrual under premiums relating to each Benefit PlanPlan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, IFRS. All Non-U.S. Benefit Plans that are intended to be funded and/or book-reserved are funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions. (ge) Section 3.16(g) Neither RM2 nor any of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: its ERISA Affiliates has (i) nameincurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans; (ii) title or position (including whether full-time or part-time)failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) hire or retention datewithdrawn from any Benefit Plan; (iv) current annual base compensation rate engaged in any transaction which would give rise to liability under Section 4069 or contract feeSection 4212(c) of ERISA; (v) commission, bonus or other incentive-based compensation; and (vi) a description incurred taxes under Section 4971 of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company Code with respect to any compensationSingle Employer Plan; or (vi) participated in a multiple employer welfare arrangements (MEWA). (f) With respect to each Benefit Plan (i) no such plan is a Multiemployer Plan, commissionsand (A) all contributions required to be paid by RM2 or its ERISA Affiliates have been timely paid to the applicable Multiemployer Plan; (B) neither RM2 nor any ERISA Affiliate has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, bonusesand (C) a complete withdrawal from all such Multiemployer Plans at the Closing Date would not result in any material liability to RM2 and no Multiemployer Plan is in critical, endangered or fees.seriously endangered status or has suffered a mass withdrawal;

Employee Benefit Matters. (a) Prior to the date hereof, the Company has made available to Buyer Schedule 5.17 contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disabilityoff, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by any member of the Company Stellar Group for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company any member of the Stellar Group or any spouse or dependent of such individual, or under which any member of the Company Stellar Group or any of their ERISA Affiliates Affiliate has or may have any Liability, or with respect to which Buyer any member of the Stellar Group or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (in this Section, each, a “Benefit Plan”). (b) . Each Benefit Plan can be amendedis in compliance in all material respects with its terms and with ERISA, terminatedthe Code and other applicable Law. All material premiums, material contributions, or otherwise discontinued after material other payments required to have been made by law or under the First Closing in accordance with its terms, without material liabilities to Buyer Parties, the Company, or any terms of their Affiliates, other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreementcontract or agreement relating thereto as of the Closing Date have been timely made, in connection and all material reports, material returns and similar material documents required to be filed with any governmental agency or distributed to any plan participant with respect to any Benefit Plan have been duly and timely filed or distributed. Except as set forth on Schedule 5.17, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby will not (either alone or otherwise. in combination with another event) (ci) There is no pending or, to the Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing increase any material benefits otherwise payable under or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority. (d) There has been no amendment to, announcement by any Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicable. None of the Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any manager, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective bargaining agreement. (e) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (f) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (g) Section 3.16(g) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors, or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description result in the acceleration of the fringe time of payment or vesting of any material compensation or benefits provided to each such individual as from any member of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the date hereof have been paid in full, and there are no outstanding agreements, understandings or commitments of the Company with respect Stellar Group to any compensationcurrent or former member, commissionsdirector, bonuses, employee or feesindependent contractor.