Common use of Employee Benefit Plans; Employment Matters Clause in Contracts

Employee Benefit Plans; Employment Matters. (a) Section 4.11(a) of the Company Disclosure Schedule sets forth a correct and complete list of each material Company Benefit Plan. With respect to each material Company Benefit Plan, to the extent applicable, correct and complete copies of the following have been delivered or made available to Parent by the Company: (i) the Company Benefit Plan, if written (including all amendments and attachments thereto), (ii) a written summary, if the Company Benefit Plan is not in writing, (iii) all related trust documents, (iv) all insurance contracts or other funding arrangements, (v) the two most recent annual reports (Form 5500) filed with the Internal Revenue Service (the “IRS”), (vi) the most recent determination, opinion or advisory letter from the IRS, (vii) the most recent summary plan description and any summary of material modifications thereto, (viii) all related material filings and communications received from or sent to any Governmental Entity since January 1, 2014 and (ix) the most recent audited financial statement and/or actuarial valuation. (b) Each Company Benefit Plan has been established, operated and administered in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. All material contributions required to be made to any Company Benefit Plan by applicable Law or by any plan document or other contractual undertaking, and all material premiums due or payable with respect to insurance policies funding any Company Benefit Plan, have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and records of the Company in accordance with GAAP. There are no pending or threatened claims (other than routine claims for benefits) by, on behalf of or against any of the Company Benefit Plans or any trusts related thereto. (c) Section 4.11(c) of the Company Disclosure Schedule identifies each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code (each, a “Qualified Plan”). The IRS has issued a favorable determination, opinion or advisory letter with respect to each Qualified Plan and its related trust, and such determination, advisory or opinion letter has not been revoked (nor has revocation been threatened), and, to the knowledge of the Company and its Subsidiaries, there are no existing circumstances and no events have occurred that could adversely affect the qualified status of any Qualified Plan or the related trust. (d) Each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 of the Code is listed on Section 4.11(d) of the Company Disclosure Schedule, and: (i) each such Company Benefit Plan satisfies all minimum funding requirements under Sections 412, 430 and 431 of the Code and Sections 302, 303 and 304 of ERISA, whether or not waived, (ii) no Lien in favor of any such Company Benefit Plan has arisen under Section 430(k) of the Code or Section 303(k) of ERISA, (iii) such Company Benefit Plan is not in “at risk status” within the meaning of Section 430(i) of the Code or Section 303(i) of ERISA, (iv) the Company has delivered or made available to Parent a copy of the most recent actuarial valuation report for such Company Benefit Plan and such report is complete and accurate in all material respects, (v) the PBGC has not instituted proceedings to terminate such Company Benefit Plan and (vi) there has not been any “reportable event” (as that term is defined in Section 4043 of ERISA) during the last six years as to which the 30-day advance notice requirement has not been waived. (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, none of the Company, its Subsidiaries or any of their respective ERISA Affiliates has, since October 26, 2012, maintained, established, contributed to, been obligated to contribute to, or has any Liability (including “withdrawal liability” within the meaning of Title IV of ERISA) with respect to, any plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”) or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA. Neither the Company nor any of its ERISA Affiliates has any liabilities with respect to any Multiemployer Plan other than the obligation to contribute to the Multiemployer Plan listed in Section 4.11(e) of the Company Disclosure Schedule. (f) Neither the Company nor any of its Subsidiaries, sponsors, has sponsored or has any obligation with respect to any employee benefit plan that provides for any post-employment or post-retirement medical or death benefits (whether or not insured) with respect to former or current directors or employees, or their respective beneficiaries or dependents, beyond their retirement or other separation from service, except as required by Section 4980B of the Code or comparable U.S. state Laws or applicable non-U.S. Laws. (g) Except as set forth in Section 4.11(g) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the Merger will not, either alone or in combination with another event, (i) entitle any current or former employee, director, consultant (who is a natural person) or officer of the Company or any of its Subsidiaries to severance pay, unemployment compensation or accrued pension benefit or any other payment, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee, director, consultant (who is a natural person) or officer, (iii) trigger any funding obligation under any Company Benefit Plan, (iv) result in the forgiveness of Indebtedness for the benefit of any such current or former employee, director, consultant (who is a natural person) or officer, or (v) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations Section 1.280G-1) that could, individually or in combination with any other such payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (h) No Company Benefit Plan provides for, and neither the Company nor any of its Subsidiaries otherwise has any obligation to provide, a gross-up or reimbursement of Taxes imposed under Section 4999 of the Code, Section 409A(a)(1)(B) of the Code, or otherwise. (i) All Company Benefit Plans subject to the laws of any jurisdiction outside of the United States (i) have been maintained in all material respects in accordance with all applicable requirements; (ii) that are intended to qualify for special tax treatment meet all requirements for such treatment; and (iii) that are intended to be funded and/or book-reserved are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions. (j) Except as set forth in Section 4.11(j) of the Company Disclosure Schedule, since January 1, 2014, there have been no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. Since January 1, 2014, there has been no strike, lockout, slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. (k) The Company and its Subsidiaries are in compliance in all material respects with and have complied in all material respects with all laws regarding employment and employment practices (including anti-discrimination), terms and conditions of employment and wages and hours (including classification of employees and independent contractors, and equitable pay practices) and other laws in respect of any reduction in force (including notice, information and consultation requirements), and no claims, grievances, or charges or complaints by the National Labor Relations Board or any comparable Governmental Entity relating to such non-compliance with the foregoing are pending or, to the knowledge of the Company, threatened.

Employee Benefit Plans; Employment Matters. (a) Section 4.11(aSchedule 2.14(a) of the Company NEXA Disclosure Schedule sets forth a correct and complete list lists all bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement, stock purchase, stock option, stock ownership, stock appreciation rights, phantom stock, cafeteria, life, health, accident, disability, welfare or other insurance, severance, separation or other benefit plan, program, agreement or arrangement of each material Company Benefit Plan. With respect to each material Company Benefit Planany kind, to including any “employee benefit plan” within the extent applicable, correct and complete copies meaning of Section 3(3) of the following have been delivered or made available to Parent by the Company: Employee Retirement Income Security Act of 1974, as amended (i) the Company Benefit Plan, if written (including all amendments and attachments thereto), (ii) a written summary, if the Company Benefit Plan is not in writing, (iii) all related trust documents, (iv) all insurance contracts or other funding arrangements, (v) the two most recent annual reports (Form 5500) filed with the Internal Revenue Service (the “IRSERISA”), currently established, sponsored, or maintained by NEXA or any NEXA Subsidiary or to which NEXA or any NEXA Subsidiary contributes or is required to contribute or with respect to which NEXA or any NEXA Subsidiary has any current or potential liability or obligation (vi) each a “Plan” and collectively the most recent determination, opinion or advisory letter from the IRS, (vii) the most recent summary plan description and any summary of material modifications thereto, (viii) all related material filings and communications received from or sent to any Governmental Entity since January 1, 2014 and (ix) the most recent audited financial statement and/or actuarial valuation“Plans”). (b) Each Company Benefit With respect to each Plan: (i) if intended to qualify under Section 401(a) of the Code, such Plan has received a determination letter from the Internal Revenue Service stating that it so qualifies and that its trust is exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such determination that could reasonably be expected to result in the loss of such qualification or exempt status; (ii) such Plan has been establishedfunded, administered and operated and administered in all material respects in accordance with its terms and the requirements of all applicable Laws, law (including ERISA and the Code. All , and all rules and regulations promulgated thereunder); (iii) to the knowledge of NEXA, no fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any such Plan; (iv) no disputes are pending, or, to the knowledge of NEXA, threatened by any governmental agency or authority or by any participant or beneficiary against any Plan, the assets of any trust under any Plan or the Plan sponsor or the Plan administrator, or against any fiduciary of any of any Plan with respect to the design or operation of such Plan, other than routine claims for benefits thereunder; (v) to the knowledge of NEXA, no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA) has occurred that gives rise to or might reasonably be expected to give rise to material liability on the part of NEXA or any NEXA Subsidiaries; and (vi) all contributions required to be made to by or under any Company Benefit Plan by applicable Law (or by trust or fund established thereunder or in connection therewith) or any plan document or other contractual undertaking, and all material premiums due or payable with respect to insurance policies funding related collective bargaining agreement as of the date hereof (taking into account any Company Benefit Plan, extensions of time for the making of such contributions) have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and records of the Company in accordance with GAAP. There are no pending or threatened claims (other than routine claims for benefits) by, on behalf of or against any of the Company Benefit Plans or any trusts related theretoproperly accrued. (c) Section 4.11(c) of the Company Disclosure Schedule identifies each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code (each, a “Qualified Plan”). The IRS has issued a favorable determination, opinion or advisory letter with respect to each Qualified Plan and its related trust, and such determination, advisory or opinion letter has not been revoked (nor has revocation been threatened), and, to the knowledge of the Company and its Subsidiaries, there are no existing circumstances and no events have occurred that could adversely affect the qualified status of any Qualified Plan or the related trust. (d) Each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 of the Code is listed on Section 4.11(d) of the Company Disclosure Schedule, and: (i) each such Company Benefit Plan satisfies all minimum funding requirements under Sections 412, 430 and 431 of the Code and Sections 302, 303 and 304 of ERISA, whether or not waived, (ii) no Lien in favor of any such Company Benefit Plan has arisen under Section 430(k) of the Code or Section 303(k) of ERISA, (iii) such Company Benefit Plan is not in “at risk status” within the meaning of Section 430(i) of the Code or Section 303(i) of ERISA, (iv) the Company has delivered or made available to Parent a copy of the most recent actuarial valuation report for such Company Benefit Plan and such report is complete and accurate in all material respects, (v) the PBGC has not instituted proceedings to terminate such Company Benefit Plan and (vi) there has not been any “reportable event” (as that term is defined in Section 4043 of ERISA) during the last six years as to which the 30-day advance notice requirement has not been waived. (e) Except as set forth in Section 4.11(eSchedule 2.14(c) of the Company NEXA Disclosure Schedule, none of neither the CompanyCompany nor any NEXA Subsidiary maintains, its Subsidiaries or any of their respective ERISA Affiliates hassponsors, since October 26, 2012, maintained, established, contributed to, been obligated to contribute contributes to, or has any Liability (including “withdrawal liability” within the meaning of Title IV of ERISA) current or potential liability or obligation under or with respect to, : (i) any plan that is a “multiemployer plan” within the meaning of Section Sections 3(37) or 4001(a)(3) of ERISA ERISA; (a ii) any “Multiemployer Plan”defined benefit plan” (as defined in Section 3(35) of ERISA); (iii) any “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA; or a plan that has two or more contributing sponsors at least two of whom are not under common control, (iv) any “multiple employer plan” within the meaning of Section 4063 210 of ERISA. Neither the Company nor any of its ERISA Affiliates has any liabilities with respect to any Multiemployer Plan other than the obligation to contribute to the Multiemployer Plan listed in or Section 4.11(e413(c) of the Company Disclosure ScheduleCode. (f) Neither the Company nor any of its Subsidiaries, sponsors, has sponsored or has any obligation with respect to any employee benefit plan that provides for any post-employment or post-retirement medical or death benefits (whether or not insured) with respect to former or current directors or employees, or their respective beneficiaries or dependents, beyond their retirement or other separation from service, except as required by Section 4980B of the Code or comparable U.S. state Laws or applicable non-U.S. Laws. (gd) Except as set forth in Section 4.11(gSchedule 2.14(d) of the Company NEXA Disclosure Schedule, neither the execution and delivery of this Agreement and nor the consummation of the Merger will nottransactions contemplated hereby will, either alone by itself or by virtue of a subsequent event: (A) result in combination with another eventany payment becoming due to any current employee or former employee of NEXA, (iB) entitle increase any current or former employee, director, consultant (who is a natural person) or officer benefits otherwise payable under any of the Company or any of its Subsidiaries to severance pay, unemployment compensation or accrued pension benefit or any other paymentPlans, (iiC) accelerate result in any payment that will not be deductible under Section 280G of the Code or the payment of any “excess parachute payments” within the meaning of Section 280G of the Code or (D) result in the acceleration of the time of payment or vesting, or increase the amount vesting of compensation due any such employee, director, consultant (who is a natural person) or officer, (iii) trigger any funding obligation benefits provided under any Company Benefit Plan, (iv) result in the forgiveness of Indebtedness for the benefit of any such current or former employee, director, consultant (who is a natural person) or officer, or (v) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations Section 1.280G-1) that could, individually or in combination with any other such payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)Plans. (he) No Company Benefit Plan provides for, and neither the Company Neither NEXA nor any of its Subsidiaries otherwise has any obligation NEXA Subsidiary is a party to provide, a gross-up or reimbursement of Taxes imposed under Section 4999 of the Code, Section 409A(a)(1)(B) of the Code, or otherwise. (i) All Company Benefit Plans subject to the laws of any jurisdiction outside of the United States (i) have been maintained in all material respects in accordance with all applicable requirements; (ii) that are intended to qualify for special tax treatment meet all requirements for such treatment; and (iii) that are intended to be funded and/or book-reserved are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions. (j) Except as set forth in Section 4.11(j) of the Company Disclosure Schedule, since January 1, 2014, there have been no activities or proceedings of any labor or trade union to organize any collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to, or cover, employees of the Company NEXA or any of its SubsidiariesNEXA Subsidiary. No Collective Bargaining Agreement is being negotiated by the Company employees of NEXA or any NEXA Subsidiary are represented by any labor organization, and no labor organization or group of its Subsidiariesemployees has made a pending demand for recognition or certification. Since January 1, 2014, there has been There are no strike, lockout, slowdown, representation or work stoppage against the Company or any of its Subsidiaries certification proceedings presently pending or, to the knowledge of the CompanyNEXA, threatened, that may interfere in any material respect threatened to be brought or filed with the respective business activities National Labor Relations Board or any other labor relations tribunal or authority. There are no strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes pending or, to the knowledge of NEXA, threatened against or involving NEXA or any NEXA Subsidiary, and there are no unfair labor practice charges, grievances or complaints pending or threatened in writing by or on behalf of any employee or group of employees. Except as set forth on Schedule 2.14(e) of the Company NEXA Disclosure Schedule, there are no complaints, charges or claims against the NEXA or any NEXA Subsidiary pending or, to the knowledge of its Subsidiaries. NEXA, threatened to be brought or filed with any public or governmental authority, arbitrator or court based on, arising out of, in connection with, or otherwise relating to the employment of, or termination of employment by, NEXA or any NEXA Subsidiary of any individual. NEXA and each NEXA Subsidiary (ki) The Company and its Subsidiaries are in compliance in all material respects with and have complied in all material respects with all laws regarding employment and employment practices (including anti-discrimination)applicable federal, terms and conditions of employment and wages and hours (including classification of employees and independent contractorsstate, and equitable pay practices) local legal requirements relating to its employees, arising from statutes relating to wages, hours, collective bargaining, unemployment insurance, worker’s compensation, equal employment opportunity, age and other laws in respect disability discrimination and the payment and withholding of any reduction in force (including notice, information and consultation requirements)Taxes, and no claims(ii) have complied with all applicable federal, grievances, or charges or complaints by the National Labor Relations Board or any comparable Governmental Entity state and local legal requirements relating to such non-compliance with the foregoing are pending or, its employees arising from statutes relating to the knowledge of the Company, threatenedimmigration and I-9 compliance.

Employee Benefit Plans; Employment Matters. (a) Section 4.11(a) of the Company Disclosure Schedule sets forth a correct and complete list of each material Company Benefit PlanPlan for Company employees who are located within the United States, and, within thirty (30) Business Days after the date of this Agreement, the Company will update Section 4.11(a) of the Company Disclosure Schedule to set forth a correct and complete list of all remaining material Company Benefit Plans. With respect to each material Company Benefit Plan, to the extent applicable, correct and complete copies of the following have been been, or within thirty (30) Business Days after the date of this Agreement will be, delivered or made available to Parent Acquiror by the Company: (i) the Company Benefit PlanPlan document, if written (including all amendments and attachments thereto), (ii) a written summarysummary of the material terms thereof, if the Company Benefit Plan is not in writing, (iii) all related trust documents, (iv) all insurance contracts Contracts or other funding arrangements, (v) the two (2) most recent annual reports (Form 5500) filed with the Internal Revenue Service (the “IRS”), (vi) the most recent determination, opinion or advisory letter from the IRS, (vii) the most recent summary plan description and any summary of material modifications thereto, (viii) all related related, non-routine material filings and communications received from or sent to any Governmental Entity since January 1, 2014 2021 and (ix) the most recent audited financial statement and/or actuarial valuationvaluation report. (b) Each Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Benefit Plan has been established, operated and administered in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. All material Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all contributions required to be made to any Company Benefit Plan by applicable Law or by any plan document or other contractual undertaking, and all material premiums due or payable with respect to insurance policies funding any Company Benefit Plan, have been timely made or paid in full full, (ii) all reports, returns, notices and similar documents required to be filed with any Governmental Entity or distributed to any Company Benefit Plan participant have been timely filed or distributed and (iii) there are no pending, anticipated or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and records knowledge of the Company in accordance with GAAP. There are no pending and its Subsidiaries, threatened actions, disputes, suits, hearings or threatened claims (other than routine claims for benefits) by, on behalf of or against any of the Company Benefit Plans or any trusts related thereto. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Company Benefit Plan is, or since January 1, 2021, has been, the subject of an examination, investigation or audit by a Governmental Entity, or is the subject of an application or filing under, or a participant in, a government-sponsored amnesty, voluntary compliance, self-correction or similar program. (c) Section 4.11(c) of the Company Disclosure Schedule identifies The IRS has issued a favorable determination, opinion or advisory letter with respect to each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code (each, a “Qualified Plan”). The IRS has issued a favorable determination, opinion or advisory letter with respect to each Qualified Plan and its related trust, and such determination, advisory or opinion letter has not been revoked (nor has revocation been threatened), and, to the knowledge of the Company and its Subsidiaries, there are no existing circumstances and no events have occurred that could would or would reasonably be expected to, individually or in the aggregate, adversely affect the qualified status of any Qualified Plan or the its related trust. (d) Each Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Benefit Plan that is Material Adverse Effect, neither the Company nor any ERISA Affiliate, currently has, or has had during any period within the preceding six (6) years during which any such ERISA Affiliate has been a member of the same “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) with the Company, an obligation to contribute to a “defined benefit plan” as defined in Section 3(35) of ERISA, a pension plan subject to Title IV or the funding standards of Section 302 of ERISA or Section 412 of the Code is listed on or a “multiemployer plan” as defined in Section 4.11(d3(37) of ERISA or Section 414(f) of the Code (a “Multiemployer Plan”). Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Disclosure ScheduleMaterial Adverse Effect, and: (i) each such no Company Benefit Plan satisfies all minimum funding requirements under Sections 412, 430 and 431 of the Code and Sections 302, 303 and 304 of ERISA, whether or not waived, (ii) no Lien in favor of any such Company Benefit Plan has arisen under is a “multiple employer plan” that is subject to Section 430(k413(c) of the Code or Sections 4063 or 4064 of ERISA, or a “multiple employer welfare arrangement,” as defined in Section 303(k3(40) of ERISA, (iii) such Company Benefit Plan is not in “at risk status” within the meaning of Section 430(i) of the Code or Section 303(i) of ERISA, (iv) the Company has delivered or made available to Parent a copy of the most recent actuarial valuation report for such Company Benefit Plan and such report is complete and accurate in all material respects, (v) the PBGC has not instituted proceedings to terminate such Company Benefit Plan and (vi) there has not been any “reportable event” (as that term is defined in Section 4043 of ERISA) during the last six years as to which the 30-day advance notice requirement has not been waived. (e) Except as set forth has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to each Company Benefit Plan that is subject to Title IV of ERISA (each, a “Title IV Plan”), (i) no liability under Title IV or Section 4.11(e) 302 of ERISA has been incurred by the Company Disclosure Scheduleor any ERISA Affiliate that has not been satisfied in full and, none to the knowledge of the Company, its Subsidiaries no condition exists that, individually or in the aggregate, presents or would reasonably be expected to present a risk to the Company or any ERISA Affiliate of their respective incurring any liability under Title IV or Section 302 of ERISA other than any liability for premiums due the Pension Benefit Guaranty Corporation (“PBGC”) (which premiums have been paid when due), (ii) the minimum funding standards under Section 302 of ERISA and Section 412 of the Code have been satisfied in all material respects and no waiver of any minimum funding standard or extension of any amortization period has been requested or granted and (iii) no proceedings have been commenced or threatened by the PBGC to terminate any Title IV Plan. (f) With respect to each Multiemployer Plan, (i) neither the Company nor any ERISA Affiliate has made or suffered a “complete withdrawal” or a “partial withdrawal” as such terms are respectively defined in sections 4203 and 4205 of ERISA, from a Multiemployer Plan (or any liability resulting therefrom has been satisfied in full) except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) neither the Company nor any ERISA Affiliate has any contingent liability under Section 4204 of ERISA except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (iii) the withdrawal liability of the Company and its ERISA Affiliates has, since October 26, 2012, maintained, established, contributed to, been obligated to contribute to, or has any Liability (including “withdrawal liability” within the meaning under Subtitle E of Title IV of ERISA, computed as if a complete withdrawal by the Company and the ERISA Affiliates had occurred under each Multiemployer Plan on the date hereof, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (g) with respect toExcept as has not had and would not reasonably be expected to have, any plan that is individually or in the aggregate, a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”) or a plan that has two or more contributing sponsors at least two of whom are not under common controlCompany Material Adverse Effect, within the meaning of Section 4063 of ERISA. Neither neither the Company nor any of its ERISA Affiliates has any liabilities with respect to any Multiemployer Plan other than the obligation to contribute to the Multiemployer Plan listed in Section 4.11(e) of the Company Disclosure Schedule. (f) Neither the Company nor any of its Subsidiaries, sponsors, Subsidiaries or sponsors has sponsored or has any obligation with respect to any employee benefit plan that provides for any post-employment or post-retirement medical or death benefits (whether or not insured) with respect to former or current directors or employees, or their respective beneficiaries or dependents, beyond their retirement or other separation from service, except as required by Section 4980B of the Code or comparable U.S. state Laws or applicable non-U.S. Laws. (gh) With respect to each Company Benefit Plan, (i) neither the Company nor its Subsidiaries have engaged in, and, to the knowledge of the Company, no other person has engaged in, any nonexempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) and (ii) none of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other “fiduciary” (as defined in Section 3(21) of ERISA) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of such Company Benefit Plan that, in the case of (i) or (ii) above, either individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. (i) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries have incurred any material liability for any Tax or civil penalty imposed under Chapter 43 of the Code or Sections 409 or 502 of ERISA that has not been satisfied in full. (j) Except as set forth in Section 4.11(g4.11(j) of the Company Disclosure ScheduleSchedule (or as made available by the Company to Acquiror within fifteen (15) Business Days of this Agreement) or as otherwise expressly provided in this Agreement or as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, the execution of this Agreement and the consummation of the Merger will not, either alone or in combination with another event, (i) entitle any current or former officer, employee, director, director or individual consultant (who is a natural person) or officer of the Company or any of its Subsidiaries to severance pay, unemployment compensation or accrued pension benefit or any other paymentpayment or benefit, (ii) accelerate the time of payment or vesting, or increase the amount of compensation or benefits due or payable to any such current or former officer, employee, director, director or individual consultant (who is a natural person) of the Company or officerany of its Subsidiaries, (iii) trigger any funding obligation under any Company Benefit Plan, (iv) result in the forgiveness of Indebtedness for the benefit of any such current or former employee, director, consultant (who is a natural person) or officer, Company Associate or (v) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations Section 1.280G-1) that couldwould, or would reasonably be expected to, individually or in combination with any other such paymentpayment or benefit, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (hk) No Except as set forth in Section 4.11(k) of the Company Disclosure Schedule, no Company Benefit Plan provides for, and neither the Company nor any of its Subsidiaries otherwise has any obligation to provide, a gross-up up, or reimbursement of Taxes imposed under Section 4999 of the CodeSections 4999, Section 409A(a)(1)(B) or 457A of the Code, or otherwise. (il) All Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Benefit Plans Plan which is a “nonqualified deferred compensation plan” subject to Section 409A of the Code has been established, operated and maintained in compliance with Section 409A of the Code. (m) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Benefit Plan subject to the laws Laws of any jurisdiction outside of the United States States: (i) have has been maintained in all material respects in accordance with all applicable requirements; (ii) that are is intended to qualify for special tax Tax treatment meet meets all requirements for such treatment; and (iii) that are is intended to be funded and/or book-reserved are is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; and (iv) if required to be registered or approved by a non-U.S. governmental entity, has been registered or approved and has been maintained in good standing with the applicable regulatory authorities, and, to the knowledge of the Company, there are no existing circumstances or any events that have occurred since the date of the most recent approval or application therefor relating to any such plan that would reasonably be likely to adversely affect any such approval or good standing. (jn) The Company will make available to Acquiror, within fifteen (15) Business Days of this Agreement, a correct and complete list (for U.S. arrangements) and/or description (for non-U.S. arrangements) of each Contract that is a collective bargaining agreement, labor union contract, trade union agreement or works council agreement (each, a “Collective Bargaining Agreement”) to which the Company or any of its Subsidiaries are a party to and/or bound by. Except as set forth has not had and would not reasonably be expected to have, individually or in Section 4.11(j) of the aggregate, a Company Disclosure ScheduleMaterial Adverse Effect, since January 1, 20142021, (i) to the knowledge of the Company, there have been no labor union organizing activities or proceedings of any labor or trade union with respect to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. Since January 1, 2014, (ii) there has have been no strike, lockout, slowdown, representation or work stoppage against the Company certification proceedings or any of its Subsidiaries petitions seeking a representation proceeding presently pending or, to the knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority (iii) there has been no pending, or to the knowledge of the Company, threatened, that may interfere in strikes, lockouts, slowdowns, work stoppages, grievances, arbitrations, labor disputes or unfair labor practice complaints against the Company or any material respect with the respective business activities of its Subsidiaries, and (iv) no employees of the Company or any of its SubsidiariesSubsidiaries are represented by any labor union, labor organization or works council with respect to such employment. (ko) The Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are in compliance in all material respects with and have since January 1, 2021 complied in all material respects with all laws Laws regarding employment and employment practices (including anti-discrimination), terms and conditions of employment and wages and hours (including classification of employees and independent contractors, and equitable pay practices) and other laws Laws in respect of any reduction in force (including notice, information and consultation requirements), and no claims, grievances, grievances or charges or complaints by the National Labor Relations Board or any comparable Governmental Entity relating to such non-compliance with the foregoing are pending or, to the knowledge of the Company, threatened. (p) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, to the knowledge of the Company or its Subsidiaries, no employee of the Company or its Subsidiaries is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation: (i) to the Company or its Subsidiaries or (ii) to a former employer of any such employee relating (A) to the right of any such employee to be employed by the Company or its Subsidiaries or (B) to the knowledge or use of trade secrets or proprietary information. (q) Within fifteen (15) Business Days following the date of this Agreement, the Company will provide Acquiror with a correct and complete list of any settlement agreements entered into by the Company or any of its Subsidiaries with a current or former officer, employee or independent contractor of the Company or its Subsidiaries since January 1, 2021 that involves allegations relating to sexual harassment or sexual misconduct by either (i) an officer of the Company or its Subsidiaries or (ii) a Company Associate. Since January 1, 2021, to the knowledge of the Company, no material allegations of sexual harassment or sexual misconduct have been made to the Company or its Subsidiaries against (i) any officer of the Company or its Subsidiaries or (ii) any Company Associate, in each case, that the Company has failed to reasonably investigate and adequately address.

Employee Benefit Plans; Employment Matters. (a) Section 4.11(a4.10(a) of the Company Disclosure Schedule sets forth a correct and complete list of each material Company Benefit Plan. With respect to each material Company Benefit Plan, to the extent applicable, correct and complete copies of the following have been (or, within 10 Business Days after the date this Agreement is signed by the Parties, will be) delivered or made available to Parent Acquiror by the Company: (i) the Company Benefit Plan, if written (including all amendments and attachments thereto), (ii) a written summary, if the Company Benefit Plan is not in writing, (iii) all related trust documents, (iv) all insurance contracts Contracts or other funding arrangements, (v) the two (2) most recent annual reports (Form 5500) filed with the Internal Revenue Service (the “IRS”), (vi) the most recent determination, opinion or advisory letter from the IRS, (vii) the most recent summary plan description and any summary of material modifications thereto, (viii) all related material filings and communications received from or sent to any Governmental Entity since January 1, 2014 2015 and (ix) the most recent audited financial statement and/or actuarial valuation. (b) Each Except as has not had and would not reasonably be expected to have, individually or in aggregate, a Company Material Adverse Effect, each Company Benefit Plan has been established, operated and administered in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. All material Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all contributions required to be made to any Company Benefit Plan by applicable Law or by any plan document or other contractual undertaking, and all material premiums due or payable with respect to insurance policies funding any Company Benefit Plan, have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and records of the Company in accordance with GAAP. There (ii) there are no pending or threatened claims (other than routine claims for benefits) by, on behalf of or against any of the Company Benefit Plans or any trusts related thereto. (c) Section 4.11(c4.10(c) of the Company Disclosure Schedule identifies each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code (each, a “Qualified Plan”). The IRS has issued a favorable determination, opinion or advisory letter with respect to each Qualified Plan and its related trust, and such determination, advisory or opinion letter has not been revoked (nor has revocation been threatened), and, to the knowledge of the Company and its Subsidiaries, there are no existing circumstances and no events have occurred that could would, or would reasonably be expected to, individually or in the aggregate, adversely affect the qualified status of any Qualified Plan or the related trust. (d) Each Neither the Company Benefit Plan that is nor any ERISA Affiliate, currently has, or has had during any period during which any such ERISA Affiliate has been a member of the same “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) with the Company, an obligation to contribute to a “defined benefit plan” as defined in Section 3(35) of ERISA, a pension plan subject to Title IV or the funding standards of Section 302 of ERISA or Section 412 of the Code is listed on or a “multiemployer plan” as defined in Section 4.11(d3(37) of ERISA or Section 414(f) of the Company Disclosure Schedule, and: (i) each such Company Benefit Plan satisfies all minimum funding requirements under Sections 412, 430 and 431 Code. To the knowledge of the Code and Sections 302Company, 303 and 304 of ERISA, whether or not waived, (ii) no Lien in favor of any such Company Benefit Plan has arisen liability under Section 430(k) of the Code Title IV or Section 303(k) 302 of ERISA, (iii) such Company Benefit Plan is not in “at risk status” within the meaning of Section 430(i) of the Code or Section 303(i) of ERISA, (iv) ERISA has been incurred by the Company has delivered or made available to Parent a copy of the most recent actuarial valuation report for such Company Benefit Plan and such report is complete and accurate in all material respects, (v) the PBGC has not instituted proceedings to terminate such Company Benefit Plan and (vi) there any ERISA Affiliate that has not been satisfied in full. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no condition exists that presents a risk to the Company or any “reportable event” (as that term is defined in ERISA Affiliate of incurring any liability under Title IV or Section 4043 302 of ERISA) during the last six years as to which the 30-day advance notice requirement has not been waived. (e) Except as set forth in Section 4.11(e4.10(e) of the Company Disclosure Schedule, none of the Company, its Subsidiaries or any of their respective ERISA Affiliates has, since October 26, 2012, maintained, established, contributed to, been obligated to contribute to, or has any Liability (including “withdrawal liability” within the meaning of Title IV of ERISA) with respect to, any plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”) or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA. Neither neither the Company nor any of its ERISA Affiliates has any liabilities with respect to any Multiemployer Plan other than the obligation to contribute to the Multiemployer Plan listed in Section 4.11(e) of the Company Disclosure Schedule. (f) Neither the Company nor any of its Subsidiaries, sponsors, Subsidiaries or sponsors has sponsored or has any obligation with respect to any employee benefit plan that provides for any post-employment or post-retirement medical or death benefits (whether or not insured) with respect to former or current directors or employees, or their respective beneficiaries or dependents, beyond their retirement or other separation from service, except as required by Section 4980B of the Code or comparable U.S. state Laws or applicable non-U.S. Laws. (gf) Except as set forth in Section 4.11(g4.10(f) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the Merger will not, either alone or in combination with another event, (i) entitle any current or former employee, director, consultant (who is a natural person) or officer of the Company or any of its Subsidiaries Associate to severance pay, unemployment compensation or accrued pension benefit or any other payment, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee, director, consultant (who is a natural person) or officerCompany Associate, (iii) trigger any funding obligation under any Company Benefit Plan, (iv) result in the forgiveness of Indebtedness for the benefit of any such current or former employee, director, consultant (who is a natural person) or officer, Company Associate or (v) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations Section 1.280G-1) that couldwould, or would reasonably be expected to, individually or in combination with any other such payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (hg) No Except as set forth in Section 4.10(g) of the Company Disclosure Schedule, no Company Benefit Plan provides for, and neither the Company nor any of its Subsidiaries otherwise has any obligation to provide, a gross-up or reimbursement of Taxes imposed under Section 4999 of the Code, Code or Section 409A(a)(1)(B) of the Code, or otherwise. (ih) All Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Benefit Plans Plan subject to the laws Laws of any jurisdiction outside of the United States (i) have has been maintained in all material respects in accordance with all applicable requirements; (ii) that are is intended to qualify for special tax Tax treatment meet all requirements for such treatment; and (iii) that are is intended to be funded and/or book-reserved are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions. (ji) Except as set forth in Section 4.11(j4.10(i) of the Company Disclosure Schedule, since January 1, 20142015, there have been no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. Since January 1, 20142015, there has been no strike, lockout, slowdown, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. (kj) The Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are in compliance in all material respects with and have complied in all material respects with all laws Laws regarding employment and employment practices (including anti-discrimination), terms and conditions of employment and wages and hours (including classification of employees and independent contractors, and equitable pay practices) and other laws Laws in respect of any reduction in force (including notice, information and consultation requirements), and no claims, grievances, grievances or charges or complaints by the National Labor Relations Board or any comparable Governmental Entity relating to such non-compliance with the foregoing are pending or, to the knowledge of the Company, threatened. (k) As of the date hereof, no Company Associate has provided the Company with a resignation notice and the Company has not provided any Company Associate with a termination notice.

Employee Benefit Plans; Employment Matters. (a) Section 4.11(a) of the Company Disclosure Schedule sets forth a correct and complete list of each material Company Benefit Plan. With respect to each material Company Benefit Plan, to the extent applicable, correct and complete copies of the following have been (or, within ten (10) Business Days after the date this Agreement is signed by the Parties, will be) delivered or made available to Parent Acquiror by the Company: (i) the Company Benefit PlanPlan document, if written (including all amendments and attachments thereto), (ii) a written summarysummary of the material terms thereof, if the Company Benefit Plan is not in writing, (iii) all related trust documents, (iv) all insurance contracts Contracts or other funding arrangements, (v) the two (2) most recent annual reports (Form 5500) filed with the Internal Revenue Service (the “IRS”), (vi) the most recent determination, opinion or advisory letter from the IRS, (vii) the most recent summary plan description and any summary of material modifications thereto, (viii) all related related, non-routine material filings and communications received from or sent to any Governmental Entity since January 1, 2014 2020, and (ix) the most recent audited financial statement and/or actuarial valuation. (b) Each Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Benefit Plan has been established, operated and administered in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. All material Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all contributions required to be made to any Company Benefit Plan by applicable Law or by any plan document or other contractual undertaking, and all material premiums due or payable with respect to insurance policies funding any Company Benefit Plan, have been timely made or paid in full full, (ii) all reports, returns, notices and similar documents required to be filed with any Governmental Entity or distributed to any Company Benefit Plan participant have been timely filed or distributed and (iii) there are no pending, anticipated or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and records knowledge of the Company in accordance with GAAP. There are no pending and its Subsidiaries, threatened actions, disputes, suits, hearings or threatened claims (other than routine claims for benefits) by, on behalf of or against any of the Company Benefit Plans or any trusts related thereto. No Company Benefit Plan is, or within the last six years has been, the subject of an examination, investigation or audit by a Governmental Entity, or is the subject of an application or filing under, or a participant in, a government-sponsored amnesty, voluntary compliance, self-correction or similar program. (c) Section 4.11(c) of the Company Disclosure Schedule identifies The IRS has issued a favorable determination, opinion or advisory letter with respect to each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code (each, a “Qualified Plan”). The IRS has issued a favorable determination, opinion or advisory letter with respect to each Qualified Plan and its related trust, and such determination, advisory or opinion letter has not been revoked (nor has revocation been threatened), and, to the knowledge of the Company and its Subsidiaries, there are no existing circumstances and no events have occurred that could would or would reasonably be expected to, individually or in the aggregate, adversely affect the qualified status of any Qualified Plan or the its related trust. (d) Each Neither the Company Benefit Plan that is nor any ERISA Affiliate, currently has, or has had during any period within the preceding six (6) years during which any such ERISA Affiliate has been a member of the same “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) with the Company, an obligation to contribute to a “defined benefit plan” as defined in Section 3(35) of ERISA, a pension plan subject to Title IV or the funding standards of Section 302 of ERISA or Section 412 of the Code is listed on or a “multiemployer plan” as defined in Section 4.11(d3(37) of ERISA or Section 414(f) of the Company Disclosure Schedule, and: (i) each such Code. No Company Benefit Plan satisfies all minimum funding requirements under Sections 412, 430 and 431 of the Code and Sections 302, 303 and 304 of ERISA, whether or not waived, (ii) no Lien in favor of any such Company Benefit Plan has arisen under is a “multiple employer plan” that is subject to Section 430(k413(c) of the Code or Sections 4063 or 4064 of ERISA, or a “multiple employer welfare arrangement,” as defined in Section 303(k3(40) of ERISA, (iii) such Company Benefit Plan is not in “at risk status” within . To the meaning of Section 430(i) knowledge of the Code Company, no liability under Title IV or Section 303(i) 302 of ERISA, (iv) ERISA has been incurred by the Company has delivered or made available to Parent a copy of the most recent actuarial valuation report for such Company Benefit Plan and such report is complete and accurate in all material respects, (v) the PBGC has not instituted proceedings to terminate such Company Benefit Plan and (vi) there any ERISA Affiliate that has not been satisfied in full. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no condition exists that, individually or in the aggregate, presents or would reasonably be expected to present a risk to the Company or any “reportable event” (as that term is defined in ERISA Affiliate of incurring any liability under Title IV or Section 4043 302 of ERISA) during the last six years as to which the 30-day advance notice requirement has not been waived. (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, none of the Company, its Subsidiaries or any of their respective ERISA Affiliates has, since October 26, 2012, maintained, established, contributed to, been obligated to contribute to, or has any Liability (including “withdrawal liability” within the meaning of Title IV of ERISA) with respect to, any plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”) or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA. Neither the Company nor any of its ERISA Affiliates has any liabilities with respect to any Multiemployer Plan other than the obligation to contribute to the Multiemployer Plan listed in Section 4.11(e) of the Company Disclosure Schedule. (f) Neither the Company nor any of its Subsidiaries, sponsors, Subsidiaries or sponsors has sponsored or has any obligation with respect to any employee benefit plan that provides for any post-employment or post-retirement medical or death benefits (whether or not insured) with respect to former or current directors or employees, or their respective beneficiaries or dependents, beyond their retirement or other separation from service, except as required by Section 4980B of the Code or comparable U.S. state Laws or applicable non-U.S. Laws. (f) With respect to each Company Benefit Plan, (i) neither the Company nor its Subsidiaries have engaged in, and, to the knowledge of the Company, no other person has engaged in, any nonexempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) and (ii) none of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other “fiduciary” (as defined in Section 3(21) of ERISA) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of such Company Benefit Plan that, in the case of (i) or (ii) above, either individually or in the aggregate, could reasonably be expected to result in a material Liability to the Company or any of its Subsidiaries. (g) Except as set forth in Section 4.11(g) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the Merger will not, either alone or in combination with another event, (i) entitle any current or former officer, employee, director, director or individual consultant (who is a natural person) or officer of the Company or any of its Subsidiaries to severance pay, unemployment compensation or accrued pension benefit or any other paymentpayment or benefit, (ii) accelerate the time of payment or vesting, or increase the amount of compensation or benefits due or payable to any such current or former officer, employee, director, director or individual consultant (who is a natural person) of the Company or officerany of its Subsidiaries, (iii) trigger any funding obligation under any Company Benefit Plan, (iv) result in the forgiveness of Indebtedness for the benefit of any such current or former employee, director, consultant (who is a natural person) or officer, Company Associate or (v) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations Section 1.280G-1) that couldwould, or would reasonably be expected to, individually or in combination with any other such paymentpayment or benefit, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (h) No Company Benefit Plan provides for, and neither the Company nor any of its Subsidiaries otherwise has any obligation to provide, a gross-up up, or reimbursement of Taxes imposed under Section 4999 of the CodeSections 4999, Section 409A(a)(1)(B) or 457A of the Code, or otherwise. (i) All Company Benefit Plans subject to the laws of any jurisdiction outside of the United States (i) have been maintained in all material respects in accordance with all applicable requirements; (ii) that are intended to qualify for special tax treatment meet all requirements for such treatment; and (iii) that are intended to be funded and/or book-reserved are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions. (j) Except as set forth in Section 4.11(j4.11(i) of the Company Disclosure Schedule, since January 1, 20142020, (i) there have been no labor union organizing activities or proceedings of any labor or trade union with respect to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by ; (ii) there have been no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; (iii) no employees of the Company or its Subsidiaries have been represented by any of labor union, labor organization or works council; and (iv) the Company and its SubsidiariesSubsidiaries have neither been party to, nor bound by, any Collective Bargaining Agreement. Since January 1, 20142020, there has been no strike, lockout, slowdown, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. (j) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Benefit Plan subject to the Laws of any jurisdiction outside of the United States (i) has been maintained in all respects in accordance with all applicable requirements; (ii) that is intended to qualify for special Tax treatment meets all requirements for such treatment; (iii) that is intended to be funded and/or book-reserved is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; and (iv) if required to be registered or approved by a non-U.S. governmental entity, has been registered or approved and has been maintained in good standing with the applicable regulatory authorities, and, to the knowledge of the Company, there are no existing circumstances or any events that have occurred since the date of the most recent approval or application therefor relating to any such plan that would reasonably be likely to adversely affect any such approval or good standing. (k) The Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are in compliance in all material respects with and have complied in all material respects with all laws Laws regarding employment and employment practices (including anti-discrimination), terms and conditions of employment and wages and hours (including classification of employees and independent contractors, and equitable pay practices) and other laws Laws in respect of any reduction in force (including notice, information and consultation requirements), and no claims, grievances, grievances or charges or complaints by the National Labor Relations Board or any comparable Governmental Entity relating to such non-compliance with the foregoing are pending or, to the knowledge of the Company, threatened. (l) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, to the knowledge of the Company or its Subsidiaries, no employee of the Company or its Subsidiaries is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation: (i) to the Company or its Subsidiaries or (ii) to a former employer of any such employee relating (A) to the right of any such employee to be employed by the Company or its Subsidiaries or (B) to the knowledge or use of trade secrets or proprietary information. (m) None of the Company or its Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or its Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or its Subsidiaries or (ii) an employee of the Company or its Subsidiaries. Except as set forth in Section 4.11(m) of the Company Disclosure Schedule, since January 1, 2020, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) any officer of the Company or its Subsidiaries or (ii) any Company Associate. (n) As of the date hereof, no Company Associate has provided the Company with a resignation notice and the Company has not provided any Company Associate with a termination notice.

Employee Benefit Plans; Employment Matters. (a) All employee compensation, incentive, fringe or benefit plans, programs, policies, commitments or other arrangements (whether or not set forth in a written document) covering any active, former or retired employee or consultant of the Company or any trade or business (whether or not incorporated) which is a member of a controlled group or which is under common control with the Company within the meaning of Section 4.11(a414 (Definitions and Special Rules (Deferred Payment)) of the Company Disclosure Schedule sets forth a correct and complete list of each material Company Benefit Plan. With Code, or with respect to each material which the Company Benefit Planhas or may in the future have liability, to are listed on Schedule 2.21 (the "PLANS"). To the extent applicable, correct and complete copies of the following have been delivered or made available to Parent by the Company: (i) the Company Benefit Plan, if written (including all amendments and attachments thereto), (ii) a written summary, if the Company Benefit Plan is not in writing, (iii) all related trust documents, (iv) all insurance contracts or other funding arrangements, (v) the two most recent annual reports (Form 5500) filed Plans comply with the Internal Revenue Service (the “IRS”), (vi) the most recent determination, opinion or advisory letter from the IRS, (vii) the most recent summary plan description and any summary of material modifications thereto, (viii) all related material filings and communications received from or sent to any Governmental Entity since January 1, 2014 and (ix) the most recent audited financial statement and/or actuarial valuation. (b) Each Company Benefit Plan has been established, operated and administered in all material respects in accordance with its terms and the requirements of all applicable Lawsthe Employee Retirement Income Security Act of 1974, including ERISA as amended ("ERISA") and the Code. All material contributions required to be made to any Company Benefit Plan by applicable Law or by any plan document or other contractual undertaking, and all material premiums due or payable with respect to insurance policies funding any Company Benefit Plan, have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and records of the Company in accordance with GAAP. There are no pending or threatened claims (other than routine claims for benefits) by, on behalf of or against any of the Company Benefit Plans or any trusts related thereto. (c) Section 4.11(c) of the Company Disclosure Schedule identifies each Company Benefit Plan that is intended to be qualified under Section 401(a) (Qualified Pension, Profit Sharing, and Stock Plans -- Requirements for Qualification) of the Code and each trust intended to qualify under Section 501(a) (Exemption from Tax on Corporations, Certain Trusts, Etc.) of the Code (each, i) has either obtained a “Qualified Plan”). The IRS favorable determination letter as to its qualified status from the Internal Revenue Service ("IRS") or still has issued a remaining period of time under applicable Treasury Regulations or Internal Revenue Service pronouncements in which to apply for such determination letter and to make any amendments necessary to obtain a favorable determination, opinion and (ii) incorporates or advisory letter has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. The Company has furnished or made available to the Buyer copies of the most recent Internal Revenue Service letters and Forms 5500 (Annual Return/Report of Employee Benefit Plan) with respect to each Qualified any such Plan. No Plan and its related trust, and such determination, advisory or opinion letter has not been revoked (nor has revocation been threatened), and, to the knowledge of the Company and its Subsidiaries, there are no existing circumstances and no events have occurred that could adversely affect the qualified status of any Qualified Plan or the related trust. (d) Each Company Benefit Plan that is subject to covered by Title IV or Section 302 of ERISA or Section 412 of the Code is listed on Section 4.11(d(Minimum Funding Standards) of the Company Disclosure Schedule, and: (i) each such Company Benefit Plan satisfies all minimum funding requirements under Sections 412, 430 and 431 of the Code and Sections 302, 303 and 304 of ERISA, whether or not waived, (ii) no Lien in favor of any such Company Benefit Plan has arisen under Section 430(k) of the Code or Section 303(k) of ERISA, (iii) such Company Benefit Plan is not in “at risk status” within the meaning of Section 430(i) of the Code or Section 303(i) of ERISA, (iv) the Company has delivered or made available to Parent a copy of the most recent actuarial valuation report for such Company Benefit Plan and such report is complete and accurate in all material respects, (v) the PBGC has not instituted proceedings to terminate such Company Benefit Plan and (vi) there has not been any “reportable event” (as that term is defined in Section 4043 of ERISA) during the last six years as to which the 30-day advance notice requirement has not been waived. (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, none of the Company, its Subsidiaries or any of their respective ERISA Affiliates has, since October 26, 2012, maintained, established, contributed to, been obligated to contribute to, or has any Liability (including “withdrawal liability” within the meaning of Title IV of ERISA) with respect to, any plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”) or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISACode. Neither the Company nor any officer or director of its ERISA Affiliates the Company has incurred any liabilities with respect to any Multiemployer Plan other than the obligation to contribute to the Multiemployer Plan listed in liability or penalty under Section 4.11(e4975 through 4980B (Excise Taxes -- Qualified Pension, Etc. Plans) of the Company Disclosure Schedule. (f) Neither Code or Title 1 of ERISA. None of the Company nor any of its Subsidiaries, sponsors, has sponsored Plans promises or has any obligation with respect provides retiree medical or other retiree welfare benefits to any employee benefit plan that provides for any post-employment or post-retirement medical or death benefits (whether or not insured) with respect to former or current directors or employees, or their respective beneficiaries or dependents, beyond their retirement or other separation from service, person except as required by Section 4980B of the Code or comparable U.S. state Laws or applicable non-U.S. Laws. (g) Except as set forth in Section 4.11(g) of the Company Disclosure Schedulelaw, the execution of this Agreement and the consummation of the Merger will notincluding, either alone or in combination with another event, (i) entitle any current or former employee, director, consultant (who is a natural person) or officer of the Company or any of its Subsidiaries to severance pay, unemployment compensation or accrued pension benefit or any other payment, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee, director, consultant (who is a natural person) or officer, (iii) trigger any funding obligation under any Company Benefit Plan, (iv) result in the forgiveness of Indebtedness for the benefit of any such current or former employee, director, consultant (who is a natural person) or officer, or (v) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations Section 1.280G-1) that could, individually or in combination with any other such payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (h) No Company Benefit Plan provides for, and neither the Company nor any of its Subsidiaries otherwise has any obligation to provide, a gross-up or reimbursement of Taxes imposed under Section 4999 of the Code, Section 409A(a)(1)(B) of the Code, or otherwise. (i) All Company Benefit Plans subject but not limited to the laws Consolidated Omnibus Budget Reconciliation Act of any jurisdiction outside of the United States (i) have 1985, as amended. Each Plan has been maintained and administered in all material respects in accordance compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable requirements; to such Plans. No suit, action or other litigation (iiexcluding claims for benefits incurred in the ordinary course of Plan activities) that are intended has been brought, or is threatened, against or with respect to qualify for special tax treatment meet all requirements for any such treatment; and (iii) that are intended Plan. All contributions, reserves or premium payments required to be funded and/or book-reserved are fully funded and/or book reservedmade or accrued as of the date hereof to the Plans have been made or accrued. Schedule 2.21 includes a listing of the accrued vacation liability of the Company as of the December 31, as appropriate, based upon reasonable actuarial assumptions1996. (j) Except as set forth in Section 4.11(j) of the Company Disclosure Schedule, since January 1, 2014, there have been no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. Since January 1, 2014, there has been no strike, lockout, slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. (kb) The Company and its Subsidiaries are (i) is in compliance in all material respects with all applicable federal and have complied in all material respects with all laws regarding state laws, rules and regulations respecting employment, employment and employment practices (including anti-discrimination)practices, terms and conditions of employment and wages and hours hours, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) (other than routine payments to be made in the normal course of business and consistent with past practice) is not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits for Employees. (c) The Company is not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. No employee of the Company is represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation is in progress. There is no pending or threatened labor dispute involving the Company and any group of its employees nor has the Company experienced any labor interruptions over the past three years and the Company considers its relationship with its employees to be good. (d) Except as set forth on Schedule 2.21, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (i) result in any payment (including classification severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer, employee or consultant of employees and independent contractorsthe Company under any employment agreement, and equitable pay practicesPlan or otherwise, (ii) and other laws materially increase any benefits otherwise payable under any employment agreement or Plan or (iii) result in respect the acceleration of the time of payment or vesting of any reduction in force (including notice, information and consultation requirements), and no claims, grievances, or charges or complaints by the National Labor Relations Board or any comparable Governmental Entity relating to such non-compliance with the foregoing are pending or, to the knowledge of the Company, threatenedbenefits.

Employee Benefit Plans; Employment Matters. (a) Section 4.11(a) 4.16 of the Company Disclosure Schedule sets forth includes a correct and complete list of each material Company Seller Benefit Plan. With respect to each material Company Benefit Plan, to the extent applicable, correct and complete copies of the following have been delivered or Seller has made available to Parent by the Company: Purchaser copies of (i) the Company each current Seller Benefit PlanPlan document, if written (including all amendments and attachments theretothereto (or a written summary thereof in the case of an unwritten Seller Benefit Plan), (ii) a written summary, if the Company Benefit Plan is not in writing, (iii) all related trust documents, (iv) all insurance contracts or other funding arrangements, (v) the two most recent annual reports (Form 5500) filed with the Internal Revenue Service (the “IRS”), (vi) the most recent determination, opinion or advisory letter from the IRS, (vii) the most recent current summary plan description and any each summary of material modifications thereto, (viiiiii) the most recently filed annual report (Form 5500 and all related material filings and communications received from or sent to any Governmental Entity since January 1, 2014 schedules thereto) and (ixiv) the most recent audited financial statement and/or actuarial valuationIRS determination or opinion letter and each currently pending application to the IRS for a determination letter. (b) Each Company Seller Benefit Plan has been establishedmaintained, operated and administered in all material respects in accordance with its terms terms, any related documents and the requirements of all agreements and applicable Laws, Law (including ERISA and the Code. All material contributions required to be made to any Company Benefit Plan by applicable Law or by any plan document or other contractual undertaking, and all material premiums due or payable with respect to insurance policies funding any Company Benefit Plan, have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and records of the Company in accordance with GAAP. There are no pending or threatened claims (other than routine claims for benefits) by, on behalf of or against any of the Company Benefit Plans or any trusts related thereto). (c) Section 4.11(cSeller’s 401(k) Plans and Seller’s Pension Plan have received favorable determination letters from the IRS that remain in effect as of the Company Disclosure Schedule identifies each Company Benefit Plan that is intended to be qualified under Section 401(a) date of the Code (each, a “Qualified Plan”). The IRS has issued a favorable determination, opinion or advisory letter with respect to each Qualified Plan and its related trustthis Agreement, and such determination, advisory or opinion letter nothing has not been revoked (nor has revocation been threatened), and, to the knowledge of the Company and its Subsidiaries, there are no existing circumstances and no events have occurred that could would reasonably be expected to adversely affect the qualified status qualification of any Qualified Plan such Seller’s 401(k) Plans or the related trustSeller’s Pension Plan. (d) Each Company All contributions to, and payments from, any Seller Benefit Plan that is subject to Title IV which may have been required in accordance with the terms of such Seller Benefit Plan or any related document and, when applicable, Section 302 of ERISA or Section 412 of the Code is listed on Section 4.11(d) of the Company Disclosure Schedule, and: (i) each such Company Benefit Plan satisfies all minimum funding requirements under Sections 412, 430 and 431 of the Code and Sections 302, 303 and 304 of ERISA, whether or not waived, (ii) no Lien in favor of any such Company have been timely made. No Seller Benefit Plan has arisen under Section 430(k) of the Code or Section 303(k) of ERISA, (iii) such Company Benefit Plan is not in incurred an “at risk statusaccumulated funding deficiency” within the meaning of Section 430(i) 302 of ERISA or Section 412 of the Code, nor has any waiver of the minimum funding standards of Section 302 of ERISA or Section 412 of the Code been requested, or Section 303(i) of ERISAgranted, (iv) the Company has delivered or made available with respect to Parent a copy of the most recent actuarial valuation report for such Company any Seller Benefit Plan and such report is complete and accurate in all material respects, (v) the PBGC has not instituted proceedings to terminate such Company Benefit Plan and (vi) there has not been any “reportable event” (as that term is defined in Section 4043 of ERISA) during the last six years as to which the 30-day advance notice requirement has not been waivedPlan. (e) Except as set forth in Section 4.11(e) of During the Company Disclosure Schedulepast six years, none of the Company, its Subsidiaries or neither Seller nor any of their respective ERISA Affiliates has, since October 26, 2012, Affiliate has maintained, established, contributed to, to or been obligated required to contribute to, or has (i) any Liability (including “withdrawal liability” within the meaning of Title IV of ERISA) with respect to, any plan that is a “multiemployer plan” within the meaning of Section 4001(a)(33(37) of ERISA ERISA, (a ii) any “Multiemployer Plan”) or a plan that has two or more contributing sponsors at least two of whom are not under common control, multiple employer plan” within the meaning of Section 4063 413 of the Code or (iii) any “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. Neither the Company nor any of its ERISA Affiliates has any liabilities with respect to any Multiemployer Plan other than the obligation to contribute to the Multiemployer Plan listed in Section 4.11(e) of the Company Disclosure Schedule. (f) Neither To the Company Knowledge of Seller, there are no pending audits or investigations by any Governmental Entity involving any Seller Benefit Plan, and no threatened or pending claims (except for individual claims for benefits payable in the normal operation of the Seller Benefit Plans) or Proceedings involving any Seller Benefit Plan, any fiduciary thereof or service provider thereto, nor to the Knowledge of Seller is there any of its Subsidiaries, sponsors, has sponsored or has any obligation with respect to any employee benefit plan that provides basis for any post-employment such claim or post-retirement medical or death benefits (whether or not insured) with respect to former or current directors or employees, or their respective beneficiaries or dependents, beyond their retirement or other separation from service, except as required by Section 4980B of the Code or comparable U.S. state Laws or applicable non-U.S. LawsProceeding. (g) Except as set forth in No Seller Benefit Plan provides benefits, including death or medical benefits, beyond termination of service or retirement other than (i) coverage mandated by Law or (ii) death or retirement benefits under a Seller Benefit Plan qualified under Section 4.11(g401(a) of the Company Disclosure ScheduleCode. (h) Seller’s execution of, and performance of the execution of transactions contemplated by, this Agreement and the consummation of the Merger will not, not either alone or in combination connection with another event, any other event(s) (i) entitle result in any payment becoming due to any current or former employee, director, consultant (who is a natural person) officer or officer independent contractor of the Company Seller or any of its Subsidiaries to severance pay, unemployment compensation or accrued pension benefit or any other paymentAffiliates, (ii) accelerate the time of payment or vesting, or increase the any amount of compensation due or benefits otherwise payable under any such employee, director, consultant (who is a natural person) or officerSeller Benefit Plan, (iii) trigger result in the acceleration of the time of payment, funding or vesting of any funding obligation benefits under any Company Seller Benefit Plan, (iv) result in the forgiveness of Indebtedness for the benefit of require any such current contributions or former employee, director, consultant (who is a natural person) or officer, payments to fund any obligations under any Seller Benefit Plan or (v) result in limit the right to merge, amend or terminate any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations Section 1.280G-1) that could, individually or in combination with any other such payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (h) No Company Seller Benefit Plan provides for, and neither the Company nor any of its Subsidiaries otherwise has any obligation to provide, a gross-up or reimbursement of Taxes imposed under Section 4999 of the Code, Section 409A(a)(1)(B) of the Code, or otherwisePlan. (i) All Company Each Seller Benefit Plans subject to Plan that constitutes a “non-qualified deferred compensation plan” within the laws meaning of any jurisdiction outside Section 409A of the United States (i) have been maintained Code, complies in all material respects in accordance both form and operation with all applicable requirements; (ii) that are intended to qualify for special tax treatment meet all the requirements for such treatment; and (iii) that are intended to be funded and/or book-reserved are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsof Section 409A of the Code. (j) Except as set forth in Section 4.11(j) of the Company Disclosure Schedule, since January 1, 2014, there have been no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. Since January 1, 2014, there Seller has been no strikenot ordered or implemented any plant closing, lockout, slowdown, mass layoff or work stoppage against other similar action requiring the Company or any provision of its Subsidiaries pending or, to notice under the knowledge of the Company, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its SubsidiariesWARN Act. (k) The Company and its Subsidiaries are Seller is in compliance in all material respects with and have complied in all material respects applicable Laws with all laws regarding respect to labor, employment and employment practices (practices, including anti-discrimination), all Laws relating to the terms and conditions of employment, equal employment opportunity, non-discrimination, immigration, wages, hours, benefits, collective bargaining and wages employee classification. (l) Seller has delivered to Purchaser a complete and hours accurate list of each Business Employee with such Business Employee’s leave of absence or layoff status, name, job title, work location, date of commencement of employment, exempt or non-exempt status, current compensation paid or payable, sick and vacation leave that is accrued but unused, service dates and service credited for purposes of vesting and eligibility to participate under any Seller Benefit Plan. (including classification of employees m) Since January 1, 2014, (i) except for the Ankeny Collective Bargaining Agreement, Seller has not been a party to any collective bargaining agreement or other labor contract relating to any Business Employees; (ii) there has been no strike, slowdown, picketing, work stoppage, or lockout involving any Business Employees and independent contractors, and equitable pay practicesno such action is pending or threatened against or affecting Seller; (iii) and other laws in respect there has been no Proceeding relating to or asserting the alleged material violation of any reduction in force (Law pertaining to labor relations or employment matters, including notice, information and consultation requirements), and no claims, grievances, any charge or charges or complaints by complaint filed with the National Labor Relations Board Board, involving any Business Employee; and (iv) there has been no application or petition for an election of or for certification of a collective bargaining agent, or demand for recognition by any comparable Governmental Entity relating to such non-compliance with the foregoing are pending orunion or other labor organization and, to the knowledge Knowledge of the CompanySeller, threatenedthere is no union organizing campaign or activity pending or threatened with respect to any Business Employee.