Common use of Employee Benefit Plans Clause in Contracts

Employee Benefit Plans. (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, to the extent applicable, (i) such Acquiror Employee Plan, (ii) the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Plan. (b) Each Acquiror Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination from the IRS covering the provisions of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. Each Acquiror Employee Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any material liability under Title IV of ERISA in connection with any Acquiror Employee Plan.

Employee Benefit Plans. (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) maintained or contributed to by Acquiror Individual or any ----- trade or business (an "ERISA Affiliate") which is under common control with Acquiror --------------- Individual within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANSIndividual ---------- Employee Plans"), Acquiror Individual has made available to Target Desktop a true and complete -------------- copy of, to the extent applicable, (i) such Acquiror Individual Employee Plan, (ii) the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Individual Employee Plan, (iv) the most recent summary plan description for each Acquiror Individual Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Individual Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS United States Internal Revenue Service ("IRS") determination letter issued with respect to any Acquiror Individual --- Employee Plan. (b) Each Acquiror Individual Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination from for the IRS covering the provisions of the Tax Reform Act of 1986 stating that such Acquiror Individual Employee Plan is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. Each Acquiror Individual Employee Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law. Neither Acquiror Individual nor any ERISA Affiliate of Acquiror Individual has incurred or is reasonably expected to incur any material liability under Title IV of ERISA in connection with the termination of any Acquiror plan covered or previously covered by Title IV of ERISA. No Individual Employee PlanPlan is a Multiemployer Plan as defined in Section 3(37) of ERISA. Individual (c) With respect to the employees and former employees of Individual, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. No tax under Section 4980B or Section 4980D of the Code has been incurred in respect of any Employee Plan that is a group health plan, as defined in Section 5000(b)(1) of the Code.

Employee Benefit Plans. (a) With respect to each material employee benefit plan, program, arrangement and contract (including, including without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror Desktop or any trade or business which is under common control with Acquiror Desktop within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANSDesktop Employee Plans"), Acquiror ---------------------- Desktop has made available to Target Individual a true and complete copy of, to the extent applicable, (i) such Acquiror Desktop Employee Plan, (ii) the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Desktop Employee Plan, (iv) the most recent summary plan description for each Acquiror Desktop Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Desktop Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Desktop Employee Plan. (b) Each Acquiror Desktop Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination from the IRS covering governing the provisions of the Tax Reform Act of 1986 stating that such Acquiror Desktop Employee Plan is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. Each Acquiror Desktop Employee Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law. Neither Acquiror Desktop nor any ERISA Affiliate of Acquiror Desktop has incurred or is reasonably expected to incur any material liability under Title IV of ERISA in connection with the termination of any Acquiror plan covered or previously covered by Title IV of ERISA. No Desktop Employee PlanPlan is a Multiemployer Plan as defined in Section 3(37) of ERISA. (c) With respect to the employees and former employees of Desktop, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. No tax under Section 4980B or Section 4980D of the Code has been incurred in respect of any Employee Plan that is a group health plan, as defined in Section 5000(b)(1) of the Code.

Employee Benefit Plans. (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target Schedule 4.17 contains a true correct and complete copy of, list of each Company Employee Plan and specifies whether such plan is a Company U.S. Plan or a Company International Plan. Copies of such plans and all amendments thereto have been furnished to the extent applicable, Parent together with (i) such Acquiror Employee Planthe current trust agreements, insurance contracts or other funding arrangements and amendments thereto; (ii) the most recent current prospectus or summary plan description and all summaries of material modifications; (iii) the annual report returns/reports (Form 5500), (iii) each trust agreement related to such Acquiror Employee Plan, and accompanying schedules and attachments thereto for the most recently completed plan year; and (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, (v) the most recent recently prepared actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA reports and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Planfinancial statements. (b) Neither the Company nor any ERISA Affiliate thereof has currently, has had in the last six years, or is reasonably expected to have, any liability under Title IV of ERISA. (c) Each Acquiror Company Employee Plan which that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or has pending or has time remaining in which to file, an application for such determination from the IRS, or is maintained under a prototype or volume submitter plan and may rely upon a favorable opinion or advisory letter issued by the IRS covering with respect to such prototype or volume submitter plan, and the provisions Company is not aware of the Tax Reform Act of 1986 stating that any reason why any such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such determination letter that could reasonably be expected to affect be revoked or not be reissued. The Company has made available to Parent copies of the qualified status of most recent IRS determination, opinion or advisory letters with respect to each such planCompany Employee Plan. Each Acquiror Company Employee Plan has been operated maintained in all material respects in accordance compliance with its terms and with the requirements of prescribed by any and all Applicable Laws, including ERISA and the Code, which are applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any material liability under Title IV of ERISA in connection with any Acquiror such Company Employee Plan. (d) All contributions, premiums and payments that are due have been made for each Company Employee Plan within the time periods prescribed by the terms of such plan and Applicable Law, and all contributions, premiums and payments for any period ending on or before the Closing that are not due are properly accrued to the extent required to be accrued under applicable accounting principles and have been properly reflected on the Company Balance Sheet. (e) Each Company International Plan (i) has been maintained in material compliance with its terms and Applicable Law, (ii) if intended to qualify for special tax treatment, meets all the requirements for such treatment, and (iii) if required by its terms or Applicable Law, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles. From and after the Closing, the Surviving Corporation and its Affiliates will receive the full benefit of any funds, accruals and reserves under the Company International Plans. (f) Except as set forth and described in reasonable detail in the appropriate subsection of Section 4.17(f) of the Company Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not (either alone or together with any other event) (i) entitle any current or former Company Service Provider to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit; (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan; (iii) limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, the Surviving Corporation or Parent, to merge, amend or terminate any Company Employee Plan, or (iv) result in the payment of any amount that would not be deductible under Section 280G or Section 162(m) of the Code. (g) Each Company Employee Plan, and any award thereunder, that is or forms part of a “nonqualified deferred compensation plan” within the meaning of Section 409A or 457A of the Code has been timely amended (if applicable) to comply and has been operated in material compliance with, and the Company and its Subsidiaries have materially complied in practice and operation with, all applicable requirements of Section 409A and 457A of the Code. (h) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any current or former Company Service Provider for any tax incurred by such Company Service Provider, including income taxes, or taxes incurred under Section 409A, 457A or 4999 of the Code. (i) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, life insurance or similar benefits (whether insured or self-insured) to any current or former Company Service Provider (other than coverage mandated by Applicable Law, including benefits required to be provided to avoid excise tax under Section 4980B of the Code). (j) There is no action, suit, investigation, audit, proceeding or claim pending against or involving or, to the knowledge of the Company, threatened against or threatened to involve, any Company Employee Plan before any court or arbitrator or any Governmental Authority, including the IRS, the DOL or the PBGC.

Employee Benefit Plans. (a) Section 3.12(a) of the Company Disclosure Schedule sets forth a complete and accurate list of each Company Benefit Plan and Foreign Benefit Plan. With respect to each material employee benefit planCompany Benefit Plan and Foreign Benefit Plan, program, arrangement the Company has provided to Merger Sub complete and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) accurate copies of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, to the extent applicable, (i) each such Acquiror Employee Company Benefit Plan and Foreign Benefit Plan, including any material amendments thereto, and descriptions of all material terms of any such plan that is not in writing, (ii) the most recent annual report (Form 5500)each trust, insurance, annuity or other funding Contract related thereto, (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requireddescriptions, including any summary of material modifications, prepared in respect thereto, (iv) the two most recent financial statements and actuarial or other valuation reports prepared with respect thereto, (v) the most recent actuarial report relating recently received IRS determination letter or opinion letter, if any, issued by the IRS with respect to any Acquiror Employee (x) Company Benefit Plan subject that is intended to Title IV qualify under Section 401(a) of ERISA the Code and (y) an employee benefit plan that has been merged into a Company Benefit Plan is intended to qualify under Section 401(a) of the Code in the prior six years, (vi) the two most recent annual report on Form 5500 (and all schedules thereto) required to be filed with the IRS determination letter issued with respect thereto, (vii) all material agreements with the UK’s Pensions Regulator and Pension Protection Fund related to the provision of the UK defined benefit pension arrangements, and (viii) all other material filings and material correspondence with any Governmental Entity (including any correspondence regarding actual or, to the knowledge of the Company, threatened audits or investigations) with respect to any Acquiror Employee each Company Benefit Plan and Foreign Benefit Plan, in each case, made within one year prior to the date of this Agreement. (b) Each Acquiror Employee Company Benefit Plan which (and any related trust or other funding vehicle) has been established, maintained and administered in accordance with its terms in all material respects and is in compliance in all material respects with ERISA, the Code and all other applicable Laws. (i) Each Foreign Benefit Plan and related trust, if any, complies with and has been established, maintained and administered (A) in compliance in all material respects with the Laws of the applicable foreign country and (B) in compliance in all material respects with their terms and the terms of any collective bargaining, collective labor or works council agreements, (ii) each Foreign Benefit Plan which, under the Laws of the applicable foreign country, is required to be registered or approved by any Governmental Entity, has been so registered or approved, except as would not result in material liability to the Company or any Company Subsidiary; and (iii) no Foreign Benefit Plan has any material unfunded liabilities that, as of the Effective Time, will not be offset by insurance or fully accrued. (d) (i) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has timely received or applied for a favorable determination letter or is entitled to rely on a favorable opinion letter from the IRS covering IRS, in either case, that has not been revoked and, to the provisions knowledge of the Tax Reform Act of 1986 stating Company, no event or circumstance exists that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could adversely affected or would reasonably be expected to materially and adversely affect such qualification or exemption and (ii) none of the qualified status Company, any Company Subsidiary, any Company Benefit Plan, any trustee, administrator or other third-party fiduciary or party-in-interest, with respect to any Company Benefit Plan, has engaged in any breach of such plan. Each Acquiror Employee fiduciary responsibility or non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) which could result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 of the Code on the Company or any Company Subsidiary. (e) No Company Benefit Plan has been operated in all material respects in accordance with its terms is, and neither the requirements of applicable law. Neither Acquiror Company nor any ERISA Affiliate thereof sponsors, maintains, contributes to, or has ever sponsored, maintained, contributed to, or has any actual or contingent liability with respect to any (i) single employer plan or other pension plan that is subject to Section 302 or Title IV of Acquiror ERISA or Section 412 of the Code, or a (ii) any “multiemployer plan” within the meaning of Section 3(37) of ERISA). With respect to each Company Benefit Plan that is a plan as described in clause (i) above, to the knowledge of the Company, (x) no event or circumstance exists that has incurred adversely affected or is would reasonably be expected to incur any material materially and adversely affect the funded status of such plans as reported in the Company’s SEC Documents and most recently filed Form 5500 with the U.S. Department of Labor in respect of such plans, (y) no liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in connection full and (z) no Proceeding has been initiated by the Company or the PBGC to terminate such Company Benefit Plan. With respect to each Company Benefit Plan that is a plan as described in clause (ii) above, (A) the Company has no knowledge that such plan is insolvent within the meaning of ERISA and, to the knowledge of the Company, no condition exists which presents a risk of such plan becoming insolvent; (B) as of the Effective Date, the Company and, to the knowledge of the Company, each ERISA Affiliate will not have completely or partially withdrawn from such plan and will not be subject to any withdrawal liability as described in Section 4201 of ERISA for withdrawals that have occurred on or prior to the Effective Date; and (C) if the Company or any ERISA Affiliate were to incur a complete withdrawal (as described in Section 4203 of ERISA for each such plan as of the Effective Date, the aggregate withdrawal liability as determined under Section 4201 of ERISA, with respect to all such plans, would not reasonably be expected to result in a material liability to the Company and the Company Subsidiaries taken as a whole. (f) No Company Benefit Plan is, and neither the Company nor any ERISA Affiliate thereof sponsors maintains, contributes to, or has ever sponsored, maintained, contributed to, or has any actual or contingent liability with respect to any (i) “multiple employer plan” within the meaning of Section 413(c) of the Code, or (ii) multiple employer welfare arrangement (within the meaning of Section 3(4) of ERISA). (g) None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of any transaction contemplated by this Agreement, nor the Company’s compliance with any Acquiror Employee of the provisions of this Agreement (alone or in conjunction with any other event, including any termination of employment on or following the Effective Time), will result in any “parachute payment” under Section 280G of the Code. (h) Neither the Company nor any Company Subsidiary has any liability in respect of, or obligation to provide, post-retirement health, medical, disability, life insurance benefits or other welfare benefits for former or current employees, officers, consultants, independent contractors or directors of the Company or any Company Subsidiary (the “Service Providers”) (or the spouses, dependent or beneficiaries of any Service Providers), whether under a Company Benefit Plan or otherwise, except as required to comply with Section 4980B of the Code or any similar law. (i) None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will (either alone or in conjunction with any other event, including any termination of employment on or following the Effective Time) (i) entitle any Service Provider to any compensation or benefit, (ii) accelerate the time of payment or vesting, increase the amount of payment, or trigger any payment or funding, of any compensation or benefit or trigger any other material obligation under any Company Benefit Plan or Foreign Benefit Plan, (iii) trigger any funding (through a grantor trust or otherwise) of compensation, equity award or other benefits, (iv) will or is likely to result in the final and binding imposition of a financial support direction or a contribution notice (as defined in sections 43 and 38 of the UK Pensions Xxx 0000, respectively) or (v) otherwise give rise to any material liability under any Company Benefit Plan or Foreign Benefit Plan. (j) No Company Benefit Plan provides for any gross-up, reimbursement or additional payment by reason of any Tax imposed under Section 409A or Section 4999 of the Code. (k) Each “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) maintained or sponsored by the Company or any Company Subsidiary has been operated in material compliance with Section 409A of the Code and the guidance issued thereunder. (l) No Company Benefit Plan or Foreign Benefit Plan is under audit or investigation by the Internal Revenue Service, Department of Labor or comparable governmental regulator outside the United States or other Governmental Entity and, to the knowledge of the Company, no such audit or investigation is threatened. (m) There are no pending or, to the knowledge of the Company, threatened, actions, suits or claims with respect to any Company Benefit Plan or Foreign Benefit Plan or the assets or any fiduciary thereof (in that Person’s capacity as a fiduciary of such plan) that could result in material liability to the Company or any Company Subsidiary, other than ordinary course claims for benefits brought by participants or beneficiaries.

Employee Benefit Plans. (a1) Set forth in Section 4.2(o) of the Company Disclosure Schedule is a complete list of each employee or director benefit plan, arrangement or agreement, whether or not written, including without limitation any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or material fringe benefit plan, program or agreement that is sponsored, maintained or contributed to by the Company or any of its Subsidiaries, or with respect to which the Company has or reasonably could incur any liability, for the benefit of current or former employees or directors or their beneficiaries (the “Company Benefit Plans”). (2) The Company has heretofore made available to Acquiror (A) true and complete copies of each of the Company Benefit Plans (or written explanations of any unwritten Company Benefit Plans) as in effect on the date hereof and amendments thereto, including summary plan descriptions; (B) the three most recent Annual Reports (Form 5500 Series) and accompanying schedules, if any; and (C) the most recent determination or opinion letter from the IRS (if applicable) for such Company Benefit Plan. (3) With respect to each Company Benefit Plan, the Company and its Subsidiaries have complied, and are now in compliance, in all material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) respects with all provisions of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of , the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, to the extent applicable, (i) such Acquiror Employee Plan, (ii) the most recent annual report (Form 5500), (iii) each trust agreement related all laws and regulations applicable to such Acquiror Employee Plan, (iv) the most recent summary plan description for Company Benefit Plans and each Acquiror Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Plan. (b) Each Acquiror Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination from the IRS covering the provisions of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. Each Acquiror Employee Company Benefit Plan has been operated administered in all material respects in accordance with its terms terms. The IRS has issued a favorable determination or opinion letter with respect to each Company Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code that has not been revoked, and, to the Knowledge of the Company, no circumstances exist and no events have occurred that could reasonably be expected to adversely affect the qualified status of any such plan or the related trust (except for changes in applicable law for which the remedial amendment period has not yet expired). No Company Benefit Plan is intended to meet the requirements of Code Section 501(c)(9). (4) All contributions required to be made by the Company to any Company Benefit Plan by applicable lawlaw or regulation or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Plan, for any period through the date hereof 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 reflected on the Company Financial Statements. Each Company Benefit Plan, if any, that is an employee welfare benefit plan under Section 3(1) of ERISA is either (A) funded through an insurance company Contract and is not a “welfare benefit fund” within the meaning of Section 419 of the Code or (B) unfunded. (5) There is no pending or, to the Knowledge of the Company, threatened Litigation relating to the Company Benefit Plans. Neither Acquiror the Company nor any of its Subsidiaries has engaged in a transaction with respect to any Company Benefit Plan that would subject the Company or any of its Subsidiaries to a material tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA. (6) No Company Benefit Plan is subject to Title IV or Section 302 of ERISA Affiliate or Section 412 or 4971 of Acquiror the Code, and neither the Company nor any of its Subsidiaries has incurred contributed or been obligated to contribute to a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a plan that has two or more contributing, but unrelated, sponsors and that is subject to Title IV of ERISA at any time on or after December 31, 1994. No liability under Subtitle C or D of Title IV of ERISA has been or is reasonably expected to incur be incurred by the Company or any of its Subsidiaries with respect to any ongoing, frozen or terminated “single-employer plan,” within the meaning of Section 4001 of ERISA, currently or formerly maintained by any of them, or the single-employer plan of any entity which is considered one employer with the Company under Section 4001 of ERISA or Section 414 of the Code (a “Company ERISA Affiliate”). No notice of a “reportable event,” within the meaning of Section 4043 of ERISA, for which the 30-day reporting requirement has not been waived has been required to be filed for any Company Benefit Plan or, to the Knowledge of the Company, by any Company ERISA Affiliate. Neither the Company nor any of its Subsidiaries or Company ERISA Affiliates has provided, or is required to provide, security to any Company Benefit Plan or any single-employer plan of a Company ERISA Affiliate. (7) Neither the Company nor any of its Subsidiaries has any obligation for retiree health, life or other welfare benefits, except for benefits and coverage required by applicable law, including, without limitation, Section 4980B of the Code and Part 6 of Title I of ERISA. There are no restrictions on the rights of the Company or any of its Subsidiaries to amend or terminate any such plan (other than reasonable and customary advance notice and consent requirements and administrative expenses) without incurring any material liability under Title IV thereunder. (8) Neither the execution and delivery of ERISA this Agreement nor the consummation of the transactions contemplated hereby (either standing alone or in connection conjunction with any Acquiror Employee other event) will (A) except as to the Persons listed in the Company Disclosure Schedule, result in any payment (including severance, unemployment compensation, “excess parachute” (within the meaning of Section 4999 of the Code), forgiveness of indebtedness or otherwise) becoming due to any director or any employee of the Company or any of its Subsidiaries under any Company Benefit Plan, (B) increase any benefits otherwise payable under any Company Benefit Plan, (C) result in any acceleration of the time of payment or vesting of any such benefit, or (D) affect in any way the ability to amend, terminate, merge or administer any Company Benefit Plan. (9) The Company does not maintain a Company Benefit Plan or other arrangement that is subject to Section 409A of the Code, and each Company Benefit Plan that is a nonqualified deferred compensation plan subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code since January 1, 2005. (10) The Company has not granted any awards intended to constitute performance-based compensation not subject to the deduction limit under Section 162(m) of the Code.

Employee Benefit Plans. (a) With respect to each 7.13.1. Each Plan is in compliance in all material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) respects with the applicable provisions of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of , the Code (the "ACQUIROR EMPLOYEE PLANS")and other Federal or state laws, Acquiror has made available except where such non-compliance could not reasonably be expected to Target a true and complete copy of, to the extent applicable, (i) such Acquiror Employee Plan, (ii) the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee result in liability of any Borrower or Subsidiary in an aggregate amount in excess of $20,000,000. Each Pension Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Plan. (b) Each Acquiror Employee Plan which that is intended to be a qualified plan under Section §401(a) of the Code has received a favorable determination letter from the IRS covering Internal Revenue Service to the provisions effect that the form of such Plan is qualified under §401(a) of the Tax Reform Act Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under §501(a) of 1986 stating that the Code, or an application for such Acquiror Employee a letter is currently being processed by the Internal Revenue Service, or such Pension Plan is so qualified and maintained pursuant to prototype plan documents for which the prototype sponsor has received a favorable Internal Revenue Service opinion letter. To the best knowledge of the Borrowers, nothing has occurred since that would prevent or cause the date loss of such letter tax-qualified status. 7.13.2. There are no pending or, to the best knowledge of the Borrowers, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to affect have a Material Adverse Effect. There has been no prohibited transaction or violation of the qualified status fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. 7.13.3. (i) No ERISA Event has occurred, and no Borrower or any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in §430(d)(2) of the Code) is 60% or higher and no Borrower or any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan. Each Acquiror Employee plan to drop below 60% as of the most recent valuation date; (iv) no Borrower or any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) no Borrower or any ERISA Affiliate has engaged in a transaction that could be subject to §4069 or §4212(c) of ERISA; and (vi) no Pension Plan has been operated in all material respects in accordance with its terms terminated by the plan administrator thereof nor by the PBGC, and the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror no event or circumstance has incurred occurred or is exists that could reasonably be expected to incur any material liability cause the PBGC to institute proceedings under Title IV of ERISA in connection with to terminate any Acquiror Employee Pension Plan. 7.13.4. On the Closing Date, no Borrower or any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than those listed on Schedule 7.13.4 hereto.

Employee Benefit Plans. (a) Section 3.12(a) of the Company Disclosure Schedule sets forth a complete and accurate list of each Company Benefit Plan as of the date of this Agreement. With respect to each material employee benefit planCompany Benefit Plan, program, arrangement the Company has provided to Parent complete and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) accurate copies of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, to the extent applicable, (i) each such Acquiror Employee Company Benefit Plan, including any material amendments thereto, and descriptions of all material terms of any such plan that is not in writing, (ii) the most recent annual report (Form 5500)each trust, insurance, annuity or other funding Contract related thereto, (iii) each trust agreement related to such Acquiror Employee Planall summary plan descriptions, including any summary of material modifications, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredfinancial statements and actuarial or other valuation reports prepared with respect thereto, (v) the most recent actuarial report relating recently received IRS determination letter or opinion letter, if any, issued by the IRS with respect to any Acquiror Employee Company Benefit Plan subject that is intended to Title IV qualify under Section 401(a) of ERISA and the Code, (vi) the most recent annual report on Form 5500 (and all schedules thereto) required to be filed with the IRS determination letter issued with respect thereto and (vii) all other material filings and material correspondence with any Governmental Entity (including any correspondence regarding actual or, to the knowledge of the Company, threatened audits or investigations) with respect to any Acquiror Employee each Company Benefit Plan, in each case, made within three (3) years prior to the date of this Agreement. (b) Each Acquiror Employee Except as would not reasonably be expected to result in material liability to the Company Group, each Company Benefit Plan which (and any related trust or other funding vehicle) has been established, maintained and administered in accordance with its terms and is in compliance with ERISA, the Code and all other applicable Laws. (c) There are no, and the Company Group does not have any material liability in respect of, Foreign Benefit Plans. (d) Except as would not reasonably be expected to result in material liability to the Company Group, (i) each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has timely received or applied for a favorable determination letter or is entitled to rely on a favorable opinion letter from the IRS covering IRS, in either case, that has not been revoked and, to the provisions knowledge of the Tax Reform Act of 1986 stating Company, no event or circumstance exists that such Acquiror Employee Plan is so qualified has materially and nothing has occurred since the date of such letter that could adversely affected or would reasonably be expected to materially and adversely affect such qualification or exemption and (ii) no member of the qualified status Company Group nor any Company Benefit Plan or, to the knowledge of such plan. Each Acquiror Employee the Company, any trustee, administrator or other third-party fiduciary or party-in-interest, with respect to any Company Benefit Plan, has engaged in any breach of fiduciary responsibility or non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) which could result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 of the Code on a member of the Company Group. (e) No Company Benefit Plan has been operated in all material respects in accordance with its terms is, and no member of the requirements of applicable law. Neither Acquiror Company Group nor any ERISA Affiliate thereof sponsors, maintains, contributes to, or has within the six (6) years ending on the date hereof sponsored, maintained, contributed to, or has any actual or contingent liability with respect to any (i) single employer plan or other pension plan that is subject to Section 302 or Title IV of Acquiror ERISA or Section 412 of the Code, (ii) “multiple employer plan” within the meaning of Section 413(c) of the Code, (iii) “multiemployer plan” (within the meaning of Section 3(37) of ERISA) or (iv) multiple employer welfare arrangement (within the meaning of Section 3(40) of ERISA). (f) None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of any transaction contemplated by this Agreement, nor the Company’s compliance with any of the provisions of this Agreement (alone or in conjunction with any other event, including any termination of employment on or following the Effective Time), will result in any “parachute payment” under Section 280G of the Code in respect of Service Providers. (g) No member of the Company Group has incurred any material liability in respect of, or is reasonably expected material obligation to incur provide, post-employment health, medical, disability, life insurance benefits or other welfare benefits for former or current employees, officers, consultants, independent contractors or directors (the “Service Providers”) (or the spouses, dependent or beneficiaries of any Service Providers) of the Company and its Subsidiaries, whether under a Company Benefit Plan or otherwise, except as required to comply with Section 4980B of the Code or any similar Law. (h) Except as contemplated by the express terms of this Agreement, none of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will (either alone or in conjunction with any other event, including any termination of employment on or following the Effective Time) (i) entitle any Service Provider to any material compensation or benefit, (ii) accelerate the time of payment or vesting, increase the amount of payment, or trigger any payment or funding, of any material compensation or benefit or trigger any other material obligation under any Company Benefit Plan, (iii) trigger any funding (through a grantor trust or otherwise) of compensation, equity award or other benefits, (iv) otherwise give rise to any material liability under Title IV any Company Benefit Plan or (v) limit or restrict the right of ERISA the Company or, after the consummation of the transactions contemplated by this Agreement, Parent, to merge, amend or terminate any of the Company Benefit Plans. (i) No Company Benefit Plan provides for any gross-up, reimbursement or additional payment by reason of any Tax imposed under Section 409A or Section 4999 of the Code. (j) Each “nonqualified deferred compensation plan” (as defined in connection Section 409A(d)(1) of the Code) maintained or sponsored by a member of the Company Group has been documented and operated in material compliance with any Acquiror Employee PlanSection 409A of the Code and the guidance issued thereunder.

Employee Benefit Plans. (a) Section 4.12(a) of the Company Disclosure Letter lists each Company Benefit Plan. (b) With respect to each material employee benefit planCompany Benefit Plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror Company has made available to Target the Parent a true complete and complete correct copy of, to the extent applicable, of (i) such Acquiror Employee Company Benefit Plan (or, if not written, a written summary of its material terms) and the most recent summary plan description and all summaries of material modifications issued since the date of the most recent summary plan description, if any, related to such Company Benefit Plan, (ii) each trust agreement or other funding arrangement, (iii) the most recent annual report ((Form 5500)) filed with the IRS) (and, (iii) each trust agreement related if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Acquiror Employee Company Benefit Plan), (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredactuarial report or financial statement, (v) the most recent actuarial report relating to determination letter, if any, issued by the IRS and any Acquiror Employee Plan subject to Title IV of ERISA pending request for a determination letter and (vi) each registration statement and prospectus. Neither the most recent IRS determination letter issued Company nor any Company ERISA Affiliate nor, to the knowledge of the Company or any Company ERISA Affiliate, any other Person or entity, has any express or implied commitment, whether legally enforceable or not, to continue (for any period), modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by applicable Law. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each Company Benefit Plan has been administered in accordance with its terms and all applicable laws, including ERISA and the Code (including the prohibited transaction rules thereunder). All contributions required to be made under the terms of any of the Company Benefit Plans have, as of the date of this Agreement, been or will be timely made. No suit, administrative proceeding, action or other adverse proceeding or claim has been brought or threatened against or with respect to any Acquiror Employee such Company Benefit Plan (other than routine benefits claims or relating to qualified domestic relations orders (as that term is defined in Section 414(p) of the Code)) and there is no pending audit or inquiry by the IRS or United States Department of Labor with respect to any Company Benefit Plan. No event has occurred and, to the knowledge of the Company or any Company ERISA Affiliate, there exists no condition or set of circumstances that could subject the Company or any Company ERISA Affiliate to any material liability (other than for routine benefit liabilities) relating in any way to any Company Benefit Plan which would reasonably be expected to have a Company Material Adverse Effect. (bd) Each Acquiror Employee Company Benefit Plan can be amended, discontinued or terminated at any time (including after the Effective Time) in accordance with its terms, without liability (other than (i) liability for benefits accrued prior to the Effective Time, (ii) liability for ordinary administrative expenses typically incurred in a termination event or (iii) liabilities for which sufficient assets are set aside in a trust or insurance contract to satisfy such liabilities or which are reflected on the most recent Balance Sheet included in the Company Financial Statements). (e) Each Company Benefit Plan and its related trust that is intended to be qualified qualify under Section 401(a) and Section 501(a), respectively, of the Code has received a favorable determination letter from the IRS covering as to such qualified status or an application for such a determination letter is pending or has been established under a standardized prototype plan for which an IRS opinion letter has been obtained by the provisions of plan sponsor and is valid as to the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and adopting employer and, in either case, nothing has occurred since that could adversely affect such qualified status. (f) No Company Benefit Plan is a multi-employer pension plan (as defined in Section 3(37) of ERISA) and no Company ERISA Affiliate has sponsored or contributed to or been required to contribute to any such pension plan. (g) With respect to each Company Benefit Plan that is subject to Title IV of ERISA or the date minimum funding rules of ERISA or Section 302 or 412 of the Code, (i) no reportable event (within the meaning of Section 4043 of ERISA, other than an event that is not required to be reported before or within thirty days of such letter that could reasonably be event) has occurred or is expected to affect occur, (ii) there was not an accumulated funding deficiency (within the qualified status meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such planCompany Benefit Plan; and (iii) there is no "unfunded benefit liability" (within the meaning of Section 4001(a)(18) of ERISA). Each Acquiror Employee Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any No material liability under Title IV of ERISA has been incurred by the Company or any Company ERISA Affiliate that has not been satisfied in connection full, and no condition exists that presents a material risk to the Company or any Company ERISA Affiliate of incurring or being subject (whether primarily, jointly or secondarily) to a material liability thereunder. None of the assets of the Company or any Company ERISA Affiliate is, or may reasonably be expected to become, the subject of any lien arising under ERISA or Section 412(n) of the Code. (h) Except as required by Law, no Company Benefit Plan provides any of the following retiree or post-employment benefits to any person: medical, disability or life insurance benefits. To the Company's knowledge, the Company and each Company ERISA Affiliate is in material compliance with (i) the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended. (i) The Company has made available to the Parent complete and correct copies of all plans, agreements, programs and policies of the Company or any Company Subsidiary with or relating to (i) severance for their respective employees or directors, and (ii) their respective employees or directors which contain "change of control" or similar provisions. Except as set forth on Section 4.12(i) of the Company Disclosure Letter, the consummation of the Transactions will not, alone or in conjunction with any Acquiror Employee Planother possible event (including termination of employment), (x) entitle any current or former employee or other service provider of the Company or any Company Subsidiary to severance benefits or any other payment, compensation or benefit (including forgiveness of indebtedness), except as expressly provided by this Agreement, or (y) accelerate the time of payment or vesting, or increase the amount of compensation or benefit due any such employee or service provider, alone or in conjunction with any other possible event (including termination of employment).

Employee Benefit Plans. (a) With respect to Section 3.18(a) of the Company Letter contains a true, complete and correct list identifying each material employee Company Plan (the “Company Plan List”), and such Company Plan List shall identify those listed Company Plans that are maintained primarily for the benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained current or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 former Company Service Providers providing services outside of the Code United States. (b) For each material Company Plan, the "ACQUIROR EMPLOYEE PLANS"), Acquiror Company has made available to Target a true Parent and Buyer true, complete copy and correct copies of, to the extent applicable, (i) such Acquiror Employee PlanCompany Plan (or, if such Company Plan is not written, a written summary of its material terms) and all amendments thereto, (ii) all current summary plan descriptions, including any summary of material modifications, (iii) the most recent annual report (Form 5500), (iii) each trust agreement related with any required schedules filed with the applicable Governmental Authority with respect to such Acquiror Employee Company Plan, (iv) the most recent summary plan description for each Acquiror Employee actuarial report or other financial statement relating to such Company Plan for which such a description is required, and (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) determination or opinion letter, if any, issued by the most recent IRS determination letter issued applicable Governmental Authority with respect to such Company Plan and any Acquiror Employee Planpending request for such a determination or opinion letter. (bc) Except for matters that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Plan has been established, administered and maintained in compliance with its terms and all applicable Law. Each Acquiror Employee Company Plan which and related trust that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or opinion letter, or has pending or has time remaining in which to file, an application for such determination from the IRS covering Internal Revenue Service, and, to the provisions knowledge of the Tax Reform Act Company, there is no reason why any such determination letter should be revoked or not be issued or reissued. The Company has made available to Parent copies of 1986 stating that the most recent Internal Revenue Service determination letters with respect to each such Acquiror Employee Plan is so qualified and nothing has occurred since Company Plan. All material contributions or other material amounts payable by the Company or its Subsidiaries as of the date hereof with respect to each Company Plan in respect of such letter that could reasonably be expected to affect the qualified status of such plan. Each Acquiror Employee Plan has current or prior plan years have been operated paid in all material respects or, to the extent not required to be paid, accrued in accordance with its terms and GAAP in all material respects. (d) Neither the requirements of applicable law. Neither Acquiror Company nor any ERISA Affiliate maintains, contributes to or sponsors (or has in the past six (6) years maintained, contributed to or sponsored) a multiemployer plan as defined in Section 3(37) of Acquiror ERISA, a plan that has incurred two (2) or more contributing sponsors at least two (2) of whom are not under common control, within the meaning of Section 4063 of ERISA, or a plan that is reasonably expected subject to incur any material Section 302 or Title IV of ERISA or Section 412 of the Code. No liability under Title IV of ERISA or liability to a multiemployer plan as a result of a complete or partial withdrawal therefrom has been incurred by the Company or any of its ERISA Affiliates that has not been satisfied in connection full. No Company Plan provides welfare benefits, including without limitation, death or medical benefits (whether or not insured), beyond retirement or termination of service, other than coverage mandated solely by applicable Law. (e) Neither the execution and delivery of this Agreement, shareholder or other approval of this Agreement nor the consummation of the Transactions would, either alone or in combination with another event, (i) entitle any current or former Company Service Provider to severance pay or any increase in severance pay, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any such current or former Company Service Provider, (iii) directly or indirectly cause the Company to transfer or set aside any assets to fund any benefits under any Company Plan or (iv) result in the payment of any amount that would, individually or in combination with any Acquiror Employee Planother such payment, constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code. (f) Except for matters that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Action (other than routine claims for benefits) is pending against or involves or, to the knowledge of the Company, is threatened against or threatened to involve, any Company Plan before any Governmental Authority. (g) Neither the Company nor any Subsidiary of the Company is a party to or has any obligation under any Company Plan or otherwise to compensate, gross-up or indemnify any person for Taxes, including excise Taxes payable pursuant to Section 4999 of the Code or for excise Taxes payable pursuant to Section 409A of the Code. (h) Each Company Plan that is maintained primarily for the benefit of employees working outside of the United States (A) except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, is in compliance with the applicable Laws relating to such plans in the jurisdictions in which such Company Plan is present or operates and, to the extent relevant, the United States and (B) that is intended to be funded and/or book reserved is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, there is no pending or, to the knowledge of the Company, threatened litigation relating to any Company Plan which is maintained primarily for the benefit of employees working outside of the United States.

Employee Benefit Plans. (a) Section 3.17(a) of the Company Disclosure Letter lists each material Company Plan. (b) With respect to each material employee benefit planCompany Plan that is not filed (or a representative form is not filed) as an exhibit to a Company SEC Document, program, arrangement and contract (including, without limitation, other than any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror Company Plan that the Company or any trade or business which of its Subsidiaries is under common control with Acquiror within prohibited from making available to Parent as the meaning result of Section 414 applicable Law relating to the safeguarding of data privacy, as applicable, the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror Company has made available to Target a Parent and Merger Sub true and complete copy of, correct copies of the following (as applicable) prior to the extent applicable, date of this Agreement: (i) such Acquiror Employee Planthe plan document, including all amendments thereto or, with respect to any unwritten plan, a summary of all material terms thereof, (ii) the most recent annual report (Form 5500)summary plan description along with all summaries of material modifications thereto, (iii) each all related trust agreement instruments or other material funding-related to such Acquiror Employee Plandocuments, (iv) the most recent summary plan description IRS determination, advisory or opinion letter, if any, from the IRS for each Acquiror Employee any Company Plan for which such a description that is requiredintended to qualify pursuant to Section 401(a) of the Code, (v) the most recent annual actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA valuation, and the most recent financial statements and actuarial or other valuation reports prepared with respect thereto, and (vi) any material non-routine correspondence with any Governmental Body in the most recent IRS determination letter issued with respect to any Acquiror Employee Planpast three (3) years. (bc) Each Acquiror Employee Company Plan which that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or is entitled to rely on a favorable advisory or opinion letter from the IRS covering and, to the provisions Knowledge of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and Company, nothing has occurred since the date of such letter that could would reasonably be expected to adversely affect the qualified status qualification of such planCompany Plan. Each Acquiror Employee Company Plan has been operated funded, administered and maintained in all material respects in accordance with its terms and the requirements of the applicable law. Neither Acquiror nor any ERISA Affiliate provisions of Acquiror has incurred or is the Code, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and other applicable Law. (d) With respect to each Company Plan, (i) except as would not reasonably be expected to incur be material to the Company and its Subsidiaries (taken as a whole), there are no Actions or claims pending or, to the Knowledge of the Company, threatened, other than routine claims for benefits, and (ii) to the Knowledge of the Company, there have been no non-exempt “prohibited transactions” (as defined in Section 4975 of the Code or Section 406 of ERISA) or any material liability under breaches of fiduciary duty. (e) None of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has at any time within the six (6) year period prior to the date of this Agreement sponsored, maintained or contributed to, or had any Liability in respect of: (i) a “defined benefit plan” (as defined in Section 3(35) of ERISA), or any other plan that is or was at any relevant time subject to Title IV of ERISA or Section 412 of the Code, (ii) a “multiemployer plan” within the meaning of Section 3(37) of ERISA, or (iii) a multiple employer plan within the meaning of Section 4063 or Section 4064 of ERISA or Section 413 of the Code. (f) Except as would not reasonably be expected to be material to the Company and except as provided for under agreements listed on Section 3.17(a) of the Company Disclosure Letter, none of the Company or any of its Subsidiaries has any obligation to provide and, none of the Company Plans obligate the Company or any of its Subsidiaries to provide a current or former officer, director, employee or individual independent contractor (or any spouse or dependent thereof) any life insurance or medical or health benefits after his or her termination of employment or service with the Company or any of its Subsidiaries, other than as required under Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any other applicable Law or under a severance arrangement providing for such benefits for no longer than eighteen (18) months following termination of employment or service. (g) Except as required by applicable Law, set forth in connection Section 3.17(g) of the Company Disclosure Letter or otherwise contemplated by this Agreement, neither the execution or delivery of this Agreement, nor the consummation of the Contemplated Transactions, will, either individually or together with the occurrence of another event (including a termination of employment or service), (i) result in any Acquiror Employee material compensatory payment or benefit becoming due to any current or former officer, director, employee or other individual service provider of the Company or any of its Subsidiaries under any Company Plan, (ii) materially increase any benefits or compensation payable to any current or former officer, director, employee or other individual service provider of the Company or any of its Subsidiaries under any Company Plan, including any severance, retention, change in control, termination or similar compensation or benefits, (iii) result in the acceleration of the time of any payment or vesting of any material payments or benefits to any current or former officer, director, employee or other individual service provider of the Company or any of its Subsidiaries under any Company Plan, (iv) require the Company or any of its Subsidiaries to set aside any assets to fund any payment or benefits to any current or former officer, director, employee or other individual service provider of the Company or any of its Subsidiaries under any Company Plan or otherwise, (v) result in any forgiveness of indebtedness of any current or former officer, director, employee or other individual service provider of the Company or any of its subsidiaries or (vi) result in the payment or retention of any material compensation, benefit or other amount that, individually or in the aggregate, would reasonably be expected to constitute an “excess parachute payment” within the meaning of Section 280G of the Code or in the imposition of an excise Tax under Section 4999 of the Code. (h) To the Knowledge of the Company, each Company Plan that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code is and has been maintained and operated in documentary and operational compliance in all material respects with Section 409A of the Code or an available exemption therefrom. (i) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify, reimburse or otherwise make whole any current or former officer, director, employee or other individual service provider of the Company or any of its Subsidiaries for any Taxes under Section 4999 or Section 409A of the Code. (j) Except as would not reasonably be expected to have a Company Material Adverse Effect, without limiting the generality of Section 3.17(a) through (i) above, with respect to each Company Plan that is subject to the laws of a jurisdiction other than the United States (a “Non-U.S. Plan”): (i) all Non-U.S. Plans that are required by applicable Law or the terms of the applicable Non-U.S. Plan to be funded are funded as so required, and to the extent required by applicable Law or the terms of such Non-U.S. Plan, adequate reserves have been established with respect to any Non-U.S. Plan that is not required to be funded, (ii) each Non-U.S. Plan required to be registered has been registered and has been maintained in good standing in all material respects with applicable regulatory authorities and (iii) other than a plan or arrangement that is required by applicable Law, no Non-U.S. Plan is a defined benefit plan (as defined in ERISA, whether or not subject to ERISA).

Employee Benefit Plans. (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3Schedule 3.14(a) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning Company Disclosure Schedules contains a true and complete list of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror each Company Benefit Plan. The Company has made available to Target a true Parent, with respect to each Company Benefit Plan (listed on Schedule 3.14(a) of the Company Disclosure Schedules), correct and complete copy ofcopies, to the extent where applicable, of: (i) such Acquiror Employee Planall Company Benefit Plan documents and all material amendments, insurance contracts, or other funding or investment agreements, trust agreements and written summaries of the terms of any Company Benefit Plan that is not in writing, (ii) the most recent annual report (Form 5500)IRS determination letter or opinion letter, (iii) each trust agreement related to such Acquiror Employee Planthe current summary plan description and any summaries of material modifications thereto, (iv) the three (3) most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredannual reports on Form 5500 and attached schedules, (v) the non-discrimination testing results for the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA plan year and (vi) all material non-routine correspondence with any Governmental Authority in the most recent IRS determination letter issued with respect to last three (3) years regarding the operation or the administration of any Acquiror Employee such Company Benefit Plan. (b) Each Acquiror Employee Company Benefit Plan which has been operated and administered in compliance with its terms and applicable Law, including, but not limited to, ERISA and the Code, except for instances of noncompliance that would not have, individually or in the aggregate, a Company Material Adverse Effect. There are no pending or, to the knowledge of the Company, threatened investigations by any Governmental Authority or other claims (except routine claims for benefits payable under the Company Benefit Plans) involving any Company Benefit Plan. (c) No Company Benefit Plan is subject to Title IV of ERISA or is a Multiemployer Plan. Neither the Company nor any of its ERISA Affiliates has incurred, and no circumstances exist that would reasonably be expected to result in the company or any of its ERISA Affiliates incurring, any liability under Title IV of ERISA. (d) Each Company Benefit Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or is entitled to rely on an opinion letter from the IRS covering Internal Revenue Service as to its qualification under the provisions Code and to the effect that each associated trust is exempt from taxation under Section 501(a) of the Tax Reform Act Code, and, to the knowledge of 1986 stating that such Acquiror Employee Plan is so qualified and the Company, nothing has occurred since the date of such determination or opinion letter that could reasonably be expected to affect adversely such qualification or tax-exempt status. (e) The consummation of the qualified status transactions contemplated by this Agreement, whether alone or together with any other event, will not (i) entitle any current or former employee or director of the Company or any of its subsidiaries to severance pay or any other payment under any Company Benefit Plan or (ii) accelerate the time of payment, vesting or funding or increase the amount, of compensation due any such current or former employee or director under a Company Benefit Plan. Neither the Company nor any of its subsidiaries is a party to any agreement, contract or arrangement that could result, separately or in the aggregate, in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code in respect of the transactions contemplated by this Agreement. The Company has no obligation to “gross up” any person for excise taxes under Section 4999 of the Code. (f) Except as required under Section 601 et seq. of ERISA (or similar state or non-U.S. Law), no Company Benefit Plan provides benefits or coverage in the nature of health insurance following retirement or other termination of employment. (g) Without limiting the generality of the foregoing, with respect to each Company Benefit Plan established or maintained outside of the United States of America primarily for benefit of employees of the Company or any of its subsidiaries residing outside the United States of America (a “Non-U.S. Benefit Plan”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect: (i) all employer and employee contributions to each Non-U.S. Benefit Plan required by Law or by the terms of such plan. Each Acquiror Employee Non-U.S. Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; and (ii) each Non-U.S. Benefit Plan intended to receive favorable Tax treatment under applicable Laws has been operated registered, qualified or similarly determined to satisfy the requirements of such Laws and has been maintained in good standing with applicable regulatory authorities. (h) Each Company Benefit Plan that is a “nonqualified deferred compensation plan” subject to Code Section 409A complies in all material respects in accordance with its terms and the requirements of applicable lawCode Section 409A(a)(2), (3) and (4) and any Internal Revenue Service guidance issued thereunder. Neither Acquiror nor The Company has no obligation to “gross-up” any ERISA Affiliate taxes under Section 409A of Acquiror has incurred or is reasonably expected to incur any material liability under Title IV of ERISA in connection with any Acquiror Employee Planthe Code.

Employee Benefit Plans. (a) With Section 4.12(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of each material Company Benefit Plan (which list may, with respect to each material employee benefit planindividual offer letters for “at-will” employment that do not contain severance, programtermination or change in control benefits, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) reference a form of ERISA) maintained or contributed to by Acquiror or any trade or business which such Company Benefit Plan that is under common control materially consistent with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"such offer letter), Acquiror . The Company has made available to Target Parent a true and substantively complete copy ofof each material Company Benefit Plan and all amendments thereto and a true and substantively complete copy of the following items (in each case, to the extent only if applicable, ): (i) such Acquiror Employee Planeach trust or other funding arrangement, (ii) the most recent annual report (Form 5500)each currently effective summary plan description and summary of material modifications, (iii) each trust agreement related to such Acquiror Employee Planthe most recently filed annual report filed with any Governmental Authority (including on IRS Form 5500), (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, annual financial and actuarial reports; (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and material, non-routine correspondence with a Governmental Authority since July 21, 2021, (vi) the most recent written results of any required compliance testing and (vii) the most recently received letter received from a Governmental Authority regarding the tax-qualified status of the Company Benefit Plan (including any IRS determination letter issued with respect to any Acquiror Employee Planor IRS opinion letter). (b) Except as would not have a Company Material Adverse Effect, (i) each of the Company Benefit Plans has been, maintained, operated, administered and funded in accordance with its terms and in compliance with applicable Laws, (ii) since July 21, 2021, no proceeding (other than routine claims for benefits and including an audit, action, suit, litigation, arbitration, or investigation) has been pending against or involving or, to the Knowledge of the Company, is threatened against or reasonably expected to involve, any Company Benefit Plan before any court or arbitrator or any Governmental Authority, (iii) payments required to be paid by the Company or any of its Subsidiaries pursuant to the terms of a Company Benefit Plan or by applicable Law (including, all contributions and insurance premiums) have been made or provided for by the Company or its Subsidiaries in accordance with the provisions of such Company Benefit Plan or applicable Law or, if not yet due, accrued to the extent required by, and in accordance with, GAAP, and (iv) no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code and Section 406 of ERISA, has occurred or is reasonably expected to occur with respect to the Company Benefit Plans. (c) (i) Each Acquiror Employee Company Benefit Plan which is intended to be qualified under Section 401(a) of the Code has either received a favorable determination letter from the IRS covering with respect to each such Company Benefit Plan as to its qualified status under the provisions Code, or with respect to a prototype Company Benefit Plan, the prototype sponsor has received a favorable IRS opinion letter upon which it is entitled to rely, and (ii) to the Knowledge of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing Company, no event has occurred since the date of most recent determination or opinion letter relating to any such letter Company Benefit Plan that could would reasonably be expected to adversely affect the qualified status qualification of such Company Benefit Plan. (d) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) currently sponsors, maintains, administers or contributes to, has any obligation to contribute to or has any actual or potential liability in respect of, or has within the previous six (6) years sponsored, maintained, administered or contributed to (or had any obligation to contribute to within the previous six (6) years), (i) any defined benefit plan. Each Acquiror Employee , including any plan subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code; (ii) a “multiemployer plan” (within the meaning of Section 3(37) of ERISA); (iii) a “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code); (iv) a “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA) or (v) any termination indemnity program, long-service awards, jubilee payment program or other similar program or arrangement. (e) Neither the execution or delivery of this Agreement nor the consummation of the Mergers will (either alone or in connection with any other event) (i) except as expressly provided in this Agreement, entitle any current or former director, employee, consultant or independent contractor of the Company or any of its Subsidiaries to any payment or benefit (including any loan forgiveness), (ii) increase the amount or value of any benefit or compensation or other obligation payable or required to be provided to any such director, employee, consultant or independent contractor, or any Company Benefit Plan or its Subsidiaries or (iii) except as expressly provided in this Agreement, accelerate the time of payment or vesting of amounts due any such director, employee, consultant or independent contractor or accelerate the time of any funding (whether to a trust or otherwise) of compensation or benefits in respect of any of the Company Benefit Plans. (f) None of the Company or its Subsidiaries has any obligations for post-retirement health, death, life insurance or other welfare benefits under any Company Benefit Plan (other than for continuation coverage required to be provided pursuant to Section 4980B of the Code). (g) There is no Contract, agreement, plan or arrangement which requires the Company or its Subsidiaries to pay a Tax gross-up or Tax reimbursement payment to any Person, including, without limitation, with respect to any Tax-related payments under Section 280G or Section 4999 of the Code. (h) No amount or benefit that has been or could be received (whether in cash or property or the vesting of property) by any current or former employee, consultant, director or other service provider of the Company or any of its Subsidiaries who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) pursuant to any Company Benefit Plan or other Contract, agreement, plan or arrangement between such individual and the Company or any of its Subsidiaries could be characterized as an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code) as a result of any of the transactions contemplated by this Agreement. (i) Each Company Benefit Plan that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code has been documented and operated in all material respects in compliance with Section 409A of the Code since January 1, 2009. (j) Except as would not have a Company Material Adverse Effect, all Company Benefit Plans that are subject to the laws of any jurisdiction outside the United States (i) have obtained from the Governmental Authority having jurisdiction, with respect to such Company Benefit Plans, any determination or registration required in order to give effect to such Company Benefit Plan, (ii) if they are intended to qualify for special tax treatment, satisfy in all material respects the requirements for such treatment and (iii) to the extent providing pension, termination indemnities, long-service awards, jubilee payments, post-termination welfare benefits or similar payments or benefits are set forth on Section 4.12(j) of the Company Disclosure Letter and are fully funded or book reserved, as applicable, in accordance with its terms and GAAP. (k) Neither the requirements of applicable law. Neither Acquiror Company nor any ERISA Affiliate of Acquiror its Subsidiaries is or has incurred at any time been the employer or is reasonably expected connected with or an associate of (as those terms are used in the Pensions Act 2004 of the United Kingdom) the employer of a UK defined benefit pension plan. No current or former employee of the Company or any of its Subsidiaries has transferred into employment with the Company or any of its Subsidiaries pursuant to incur the Transfer of Undertakings (Protection of Employment) Regulations 2006 of the United Kingdom, as amended, who at any material liability under Title IV time prior to the transfer was a member of ERISA in connection with any Acquiror Employee Plana UK defined benefit pension plan.

Employee Benefit Plans. (a) With respect The Company has, prior to each material employee benefit planthe date of this Agreement, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a Parent true and complete copy ofcopies of each material Company Benefit Plan and certain related documents, to the extent applicable, including (i) each writing constituting a part of such Acquiror Employee Company Benefit Plan, including all amendments thereto; (ii) the most recent annual report Annual Report (Form 5500)5500 Series) and accompanying schedules, if any; (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description determination, advisory or opinion letter from the Internal Revenue Service (“IRS”) (if applicable) for such Company Benefit Plan; (iv) each Acquiror Employee Plan for which current trust agreement, insurance contract or policy and any other funding arrangement relating to such a description is requiredCompany Benefit Plan, if any; (v) the most recent actuarial report, financial statement or valuation report relating to any Acquiror Employee Plan subject to Title IV of ERISA for such Company Benefit Plan, if any; and (vi) the most recent IRS determination letter issued with respect all material correspondence to or from any Acquiror Employee PlanGovernmental Entity relating to such Company Benefit Plan since January 1, 2022. (b) Each Acquiror Employee Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) each Company Benefit Plan which is has been maintained, funded and administered in compliance with its terms and with applicable Law, including ERISA and the Code to the extent applicable thereto; (ii) each of the Company Benefit Plans intended to be qualified under “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS covering or is entitled to rely upon a favorable opinion or advisory letter issued by the provisions IRS and, to the Knowledge of the Tax Reform Act of 1986 stating Company, there are no existing circumstances or any events that such Acquiror Employee Plan is so qualified and nothing has have occurred since the date of such letter that could would reasonably be expected to adversely affect the qualified status of any such plan. Each Acquiror Employee ; (iii) with respect to each Company Benefit Plan that is subject to the Laws of any jurisdiction outside of the United States, if such plan is required to be registered, such plan has been registered and maintained in good standing with applicable regulating authorities; (iv) no Company Benefit Plan provides, and neither the Company nor any of its Significant Subsidiaries has any liability or obligation for the provision of, medical or other welfare benefits with respect to current or former employees, directors, officers or individual consultants of the Company or its Subsidiaries beyond their retirement or other termination of service, other than coverage mandated by applicable Law; (v) no liability under Section 302 or Title IV of ERISA or Section 412, 430 or 4971 of the Code or under any Multiemployer Plan has been incurred by the Company, its Significant Subsidiaries or any ERISA Affiliate of the Company that has not been satisfied in full, and no event occurred and no condition exists that would reasonably be expected to result in a risk to the Company or any of its Significant Subsidiaries of incurring any liability thereunder; (vi) no events have occurred that could result in a payment by or assessment against the Company or any of its Significant Subsidiaries of any excise taxes under Sections 4975, 4980B or 4980D of the Code; (vii) all premiums and contributions or other amounts payable by the Company or its Significant Subsidiaries as of the date of this Agreement with respect to each Company Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP (other than with respect to amounts not yet due); (viii) none of the Company, its Significant Subsidiaries or their respective ERISA Affiliates contributes or is obligated to contribute to a Multiemployer Plan; and (ix) there are no pending, or, to the Knowledge of the Company, threatened or anticipated Actions (other than routine claims for benefits) or audits by any Governmental Entity by, on behalf of, with respect to or against any of the Company Benefit Plans. (c) No Company Benefit Plan is subject to Section 302 or Title IV of ERISA or Section 412 of the Code, and neither the Company, nor any of its ERISA Affiliates has within the past six (6) years sponsored, maintained, contributed to or been required to contribute to any such plan. (d) Each Company Benefit Plan that is a “nonqualified deferred compensation plan” (as defined under Section 409A(d)(1) of the Code) has been operated and administered in all material respects in accordance operational compliance with, and is in all respect in documentary compliance with, Section 409A of the Code and all IRS guidance promulgated thereunder, and no amount under any such plan, agreement or arrangement is, has been or is expected to be subject to any additional Tax, interest or penalties under Section 409A of the Code. (e) Except as provided in this Agreement or as required by applicable law, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in combination with another event (including, but not limited to, a termination of employment), (i) entitle any current or former employee, director, individual consultant or officer of the Company or any of its terms Significant Subsidiaries to any increase in compensation (including bonuses and/or severance) or benefits, (ii) accelerate the time of payment or vesting, cause the funding of (through a grantor trust or otherwise), or increase the amount of compensation (including bonuses and/or severance) or benefits due to any such employee, director, individual consultant or officer or (iii) limit or restrict the right of the Company to merge, amend or terminate any Company Benefit Plan. (f) Except as set forth on Section 4.9(f) of the Company Disclosure Letter, no payment or benefit which could be made with respect to any current or former employee, officer, stockholder, director or service provider of the Company or any of its Significant Subsidiaries who is a “disqualified individual” (as defined in Section 280G of the Code and the requirements regulations thereunder) could (individually or together with any other payment or benefit) be nondeductible pursuant to Section 280G of applicable law. the Code or subject to an excise Tax under Section 4999 of the Code. (g) Neither Acquiror the Company nor any ERISA Affiliate of Acquiror has incurred its Significant Subsidiaries is a party to, or is reasonably expected to incur otherwise obligated under, any material liability under Title IV contract, agreement, plan or arrangement that provides for the gross-up of ERISA in connection with any Acquiror Employee Plana Tax imposed by Section 409A or 4999 of the Code.

Employee Benefit Plans. (a) Section 4.17(a) of the Company Disclosure Schedule contains a true and complete list, as of the date of this Agreement, identifying each material U.S. Employee Plan. Within ten (10) days following the date of this Agreement, the Company shall provide to Parent a true, correct and complete list, as of the date of such provision, identifying each material Foreign Employee Plan, in each case other than (i) any plans or agreements sponsored or maintained by a Governmental Authority or (ii) any individual offer letter or, employment agreement or that is consistent in all material respects with a standard form (in which case only such standard form(s) and all individual agreements that do not conform in all material respects to such standard form(s) are required to be listed). (b) With respect to each material employee benefit planU.S. Employee Plan, program, arrangement the Company has Made Available to Parent true and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 correct copies of the Code following (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, as applicable) prior to the extent applicable, date of this Agreement: (i) such Acquiror Employee Planthe current plan document, including all amendments thereto or, with respect to any unwritten plan, a summary of all material terms thereof, (ii) the most recent annual report (Form 5500)summary plan description along with all summaries of material modifications thereto, (iii) each all related trust agreement instruments or other funding-related to such Acquiror Employee Plandocuments and insurance contracts, (iv) the financial statements for the most recent summary plan description for each Acquiror Employee Plan year for which such a description financial statements are available, in audited form if required by ERISA and, where applicable, Annual Report/Returns (Forms 5500) with disclosure schedules and attachments for the most recent year for which such Annual Report/Return (Form 5500) is requiredavailable, in each case, to the extent not publicly available, (v) the most recent actuarial report a copy of all material, non-routine correspondence with any Governmental Authority relating to any Acquiror a Company Employee Plan subject to Title IV of ERISA and received or sent within the last three (3) years, (vi) the most recent IRS Internal Revenue Service determination letter issued or opinion letter, and (vii) written results of any required compliance testing for the most recent plan year. The Company has Made Available to Parent true and correct copies of the following: (A) the standard agreements evidencing Company Stock Options, Company RSUs and Company PSUs; and (B) each agreement evidencing a Company Stock Option, Company RSU or Company PSU that does not conform in all material respects to the standard agreement. (c) Within thirty (30) days following the date of this Agreement, the Company shall, with respect to each material Foreign Employee Plan (other than with respect to any Acquiror such Foreign Employee PlanPlan that the Company is prohibited from making available to Parent by Applicable Law), make available to Parent for review by Parent or Parent’s representatives, either via electronic mail, in hard copy form, via Datasite or similar service or in the virtual data room maintained by or on behalf of the Company in connection with the transactions contemplated by this Agreement, true and correct copies of the documents and materials listed in clauses (i) through (vi) of Section 4.17(b). (bd) Neither the Company, any of its Subsidiaries nor any ERISA Affiliate of the Company or any of its Subsidiaries sponsors, maintains, participates in or contributes or is obligated to contribute to, or has in the past six (6) years sponsored, maintained, participated in or contributed or has been obligated to contribute to, any Company Employee Plan subject to (i) Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA, (ii) any multiemployer plan within the meaning of Section 3(37) of ERISA, (iii) multiple employer plan, within the meaning of Section 413(c) of the Code, or Section 4063 or Section 4064 of ERISA, or (iv) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). Neither the Company nor any of its Subsidiaries has any outstanding liability or obligation as a consequence of at any time being considered a single employer under Section 414 of the Code with any other Person. No Company Employee Plan that is a “welfare plan” (as defined in Section 3(1) of ERISA) provides material post-termination or retiree life insurance or health benefits to any person, except (A) as may be required by Section 4980B of the Code or any similar Law (“COBRA”) or (B) pursuant to any individual employment or severance agreement identified in Section 4.17(a) of the Company Disclosure Schedule that provides subsidized or employer-paid premiums for group health plan continuation coverage under COBRA for a period of time that is no longer than the length of the applicable severance period. (e) Each Acquiror U.S. Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination or may rely upon an opinion letter from the IRS covering Internal Revenue Service, and, to the provisions Knowledge of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing Company, no event has occurred since the date of such letter and no condition exists that could reasonably be expected to adversely affect the qualified status of such planU.S. Employee Plan. Each Acquiror U.S. Employee Plan has been operated maintained in all material respects in accordance compliance with its terms and with the requirements prescribed by Applicable Laws, including ERISA and the Code. No material claims or litigation is pending with respect to any U.S. Employee Plan (other than routine claims for benefits) and, to the Knowledge of applicable law. Neither Acquiror nor any ERISA Affiliate the Company, no such litigation is threatened in writing, and there are no governmental audits or investigations pending or, to the Knowledge of Acquiror has incurred or is reasonably expected to incur any material liability under Title IV of ERISA the Company, threatened in writing in connection with any Acquiror U.S. Employee Plan. (f) (i) Each Foreign Employee Plan and related trust, complies in all material respects with and has been established, maintained and administered in compliance in all material respects with (A) any Applicable Laws and (B) their terms and the terms of any collective bargaining, collective labor or works council agreements, (ii) each Foreign Employee Plan which, under any Applicable Laws, is required to be registered or approved by any Governmental Authority has been so registered or approved, (iii) no Foreign Employee Plan has unfunded liabilities that as of the Effective Time will not, in all material respects, be fully accrued for in the Company’s financial statements or fully offset by insurance and (iv) each Foreign Employee Plan that is intended to qualify for preferential Tax treatment has been determined to qualify for such Tax treatment and, to the Knowledge of the Company, there are no existing circumstances or events that have occurred or that could reasonably be expected to adversely affect the preferential Tax treatment of such Foreign Employee Plan. (g) Except as provided in this Agreement or as required under Applicable Law, the consummation of the transactions contemplated by this Agreement will not (either alone or together with any other event): (i) entitle any current or former employee, director or independent contractor of the Company or any of its Subsidiaries to any additional or increased compensation or benefit, including severance pay or benefits under any Company Employee Plan; (ii) accelerate the time of payment or vesting of any compensation, payments, benefits or equity-based award; (iii) trigger any funding (through a grantor trust or otherwise) of compensation or benefits under any Company Employee Plan; (iv) result in any forgiveness of indebtedness, trigger any payment or funding, or increase the amount payable or trigger any other obligation pursuant to any Company Employee Plan; or (v) breach or violate, cause a default under, or limit or impose any additional restrictions or limitations of the Company’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Employee Plan. (h) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will (either alone or in conjunction with any other event) result in any “excess parachute payment” (within the meaning of Section 280G of the Code) becoming due to any current or former employee, director or independent contractor of the Company or any of its Subsidiaries. No Company Employee Plan provides for a “gross-up” or similar payment in respect of any Taxes that may become payable under Sections 409A or 4999 of the Code. (i) Section 4.17(i) of the Company Disclosure Schedule sets forth a true, correct and complete list of (i) participants in the Company’s VP+ Change in Control and Severance Plan or (ii) employees who are party to an individual change in control severance agreement with the Company, in each case as of the date hereof.

Employee Benefit Plans. (a) Section 3.12(a) of the Company Disclosure Schedule sets forth a complete and accurate list of each Company Benefit Plan. With respect to each material employee benefit planCompany Benefit Plan, program, arrangement the Company has provided to Merger Sub complete and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) accurate copies of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, to the extent applicable, (i) each such Acquiror Employee Company Benefit Plan, including any material amendments thereto, and descriptions of all material terms of any such plan that is not in writing, (ii) the most recent annual report (Form 5500)each trust, insurance, administrative service, annuity or other funding Contract related thereto, (iii) each trust agreement related all summary plan descriptions, including any summary of material modifications, and any other material notice or description provided to such Acquiror Employee Planretired, former or current employees, officers, consultants, independent contractors or directors of the Company (the “Service Providers”), (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredfinancial statements and actuarial or other valuation reports prepared with respect thereto, (v) the most recent actuarial report relating recently received IRS determination letter or opinion letter, if any, issued by the IRS with respect to any Acquiror Employee Company Benefit Plan subject that is intended to Title IV qualify under Section 401(a) of ERISA and the Code, (vi) the most recent annual report on Form 5500 (and all schedules thereto) required to be filed with the IRS determination letter issued with respect thereto and (vii) all other material filings and material correspondence with any Governmental Entity (including any correspondence regarding actual or, to the knowledge of the Company, threatened audits or investigations) with respect to any Acquiror Employee each Company Benefit Plan, in each case, made within one year prior to the date of this Agreement. (b) Except as would not, individually or in the aggregate, reasonably be expected to result in a material liability to the Company, each Company Benefit Plan (and any related trust or other funding vehicle) has been established, maintained and administered in accordance with its terms and is in compliance with ERISA, the Code and all other applicable laws. (c) The Company does not maintain any Foreign Benefit Plans. (d) Each Acquiror Employee Company Benefit Plan which that is intended to be qualified under Section 401(a) of the Code has timely received or applied for a favorable determination letter or is entitled to rely on a favorable opinion letter from the IRS covering IRS, in either case, that has not been revoked and, to the provisions knowledge of the Tax Reform Act of 1986 stating Company, no event or circumstance exists that such Acquiror Employee Plan is so qualified has materially and nothing has occurred since the date of such letter that could adversely affected or would reasonably be expected to adversely affect such qualification or exemption. None of the qualified status Company, any Company Benefit Plan, any trustee, administrator or other third-party fiduciary or party-in-interest, with respect to any Company Benefit Plan, has engaged in any breach of such fiduciary responsibility or non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) which could result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 of the Code on the Company. (e) No Company Benefit Plan is, and neither the Company nor any ERISA Affiliate thereof sponsors, maintains, contributes to, or has ever sponsored, maintained, contributed to, or has any actual or contingent liability with respect to any (i) single employer plan or other pension plan that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code, (ii) “multiple employer plan. ” within the meaning of Section 413(c) of the Code, (iii) any “multiemployer plan” within the meaning of Section 3(37) of ERISA or (iv) multiple employer welfare arrangement (within the meaning of Section 3(4) of ERISA). (f) None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of any transaction contemplated by this Agreement, nor the Company’s compliance with any of the provisions of this Agreement (alone or in conjunction with any other event, including any termination of employment on or following the Effective Time), will result in any “parachute payment” under Section 280G of the Code. (g) The Company does not have any liability in respect of, or obligation to provide, post-retirement health, medical, disability, life insurance benefits or other welfare benefits for Service Providers (or the spouses, dependent or beneficiaries of any Service Providers), whether under a Company Benefit Plan or otherwise, except as required to comply with Section 4980B of the Code or any similar law. (h) None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will (either alone or in conjunction with any other event, including any termination of employment on or following the Effective Time) (i) entitle any Service Provider to any compensation or benefit, (ii) accelerate the time of payment or vesting, increase the amount of payment, or trigger any payment or funding, of any compensation or benefit or trigger any other material obligation under any Company Benefit Plan, (iii) trigger any funding (through a grantor trust or otherwise) of compensation, equity award or other benefits or (iv) otherwise give rise to any material liability under any Company Benefit Plan. (i) No Company Benefit Plan provides for any gross-up, reimbursement or additional payment by reason of any Tax imposed under Section 409A or Section 4999 of the Code. (j) Each Acquiror Employee Plan “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) maintained or sponsored by the Company or any of its Subsidiaries has been operated in material compliance with Section 409A of the Code and the guidance issued thereunder and the document or documents that evidence each such plan have conformed to the provisions of Section 409A of the Code and the guidelines issued thereunder in all material respects regards. No Company Option (whether currently outstanding or previously exercised) is, has been or would be, as applicable, subject to any tax, penalty or interest under Section 409A of the Code. (k) No action, suit or claim (excluding claims for benefits incurred in accordance with its terms and the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror ordinary course) has incurred been brought or is reasonably expected pending or threatened against or with respect to incur any Company Benefit Plan or the assets or any fiduciary thereof (in that Person’s capacity as a fiduciary of such Company Benefit Plan) that would result in material liability under Title IV to the Company. There are no inquiries, audits or other Proceedings pending or, to the knowledge of ERISA the Company, threatened by the IRS or other Governmental Entity with respect to any Company Benefit Plan that would result in connection with any Acquiror Employee Planmaterial liability to the Company.

Employee Benefit Plans. (a) With respect Southwest has made available to Xxxxxxx prior to the execution of this Agreement, true and correct copies of each material employee benefit planEmployee Benefit Plan currently adopted, programmaintained by, arrangement and contract (includingsponsored in whole or in part by, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror any Southwest Entity or ERISA Affiliate thereof for the benefit of employees, retirees, dependents, spouses, directors, independent contractors, or other beneficiaries or under which employees, retirees, former employees, dependents, spouses, directors, independent contractors, or other beneficiaries are eligible to participate or with respect to which Southwest or any trade ERISA Affiliate has or business may have any obligation or Liability (collectively, the “Southwest Benefit Plans”). Any of the Southwest Benefit Plans which is under common control with Acquiror within the meaning an “employee pension benefit plan,” as that term is defined in ERISA Section 3(2), is referred to herein as a “Southwest ERISA Plan.” Section 4.19(a) of Section 414 Southwest’s Disclosure Memorandum has a complete and accurate list of all Southwest Benefit Plans. No Southwest Benefit Plan is subject to any Laws other than those of the Code (United States or any state, county, or municipality in the "ACQUIROR EMPLOYEE PLANS"), Acquiror United States. Southwest has made available to Target a true and complete copy of, Xxxxxxx prior to the extent applicable, execution of this Agreement (i) such Acquiror Employee Planall trust agreements or other funding arrangements for all Southwest Benefit Plans, (ii) all determination letters, opinion letters, information letters or advisory opinions issued by the United States Internal Revenue Service (“IRS”), the United States Department of Labor (“DOL”) or the Pension Benefit Guaranty Corporation (“PBGC”) regarding a Southwest Benefit Plan during this calendar year or any of the preceding three calendar years, or the most recent annual report (Form 5500)such letter or opinion if issued prior to the three preceding calendar years, (iii) each trust agreement related to such Acquiror Employee Planannual reports or returns, audited or unaudited financial statements, actuarial or allocation reports, non-discrimination tests and valuations prepared for any Southwest Benefit Plan for the current plan year and the preceding three plan years, (iv) the most recent summary plan description descriptions and any material modifications thereto for each Acquiror Employee Plan for which such a description is requiredany Southwest Benefit Plan, (v) any correspondence with the most recent actuarial report relating to DOL, IRS, PBGC, or any Acquiror Employee Plan subject to Title IV of ERISA and other governmental entity regarding a Southwest Benefit Plan, since December 31, 2009 (vi) the most recent IRS determination letter issued any correspondence, memorandum or calculations, since December 31, 2009 regarding errors corrected or to be corrected with respect to any Acquiror Southwest Benefit Plan under the IRS Employee PlanPlans Compliance Resolution System and (vii) all actuarial valuations of Southwest Benefit Plans, since December 31, 2009. (b) Since December 31, 2009, each Southwest Benefit Plan is and has been maintained in compliance with the terms of such Southwest Benefit Plan and with the applicable requirements of the Internal Revenue Code, ERISA, and any other applicable Laws. No Southwest Benefit Plan is required to be amended within the ninety-day period beginning on the Closing Date in order to continue to comply with ERISA, the Internal Revenue Code, and other applicable Law. Each Acquiror Employee Southwest Benefit Plan which that is intended to be qualified under Section 401(a) of the Internal Revenue Code is so qualified and has received a favorable determination letter, or for a prototype or volume submitter plan, opinion letter, from the IRS covering that is still in effect and applies to the provisions of the Tax Reform Act of 1986 stating that Southwest Benefit Plan and on which such Acquiror Employee Southwest Benefit Plan is so qualified and nothing entitled to rely. Nothing has occurred since the date of such letter and no circumstance exists that could reasonably be expected to adversely affect the qualified status of such plan. Each Acquiror Employee Plan Southwest Benefit Plan. (c) There are no pending or, to the Knowledge of Southwest, threatened claims or disputes under the terms of, or in connection with, the Southwest Benefit Plans other than claims for benefits in the Ordinary Course and no action, proceeding, prosecution, inquiry, hearing or investigation has been operated commenced with respect to any Southwest Benefit Plan. (d) Neither Southwest nor any Affiliate of Southwest has engaged in all material respects any prohibited transaction for which there is not an exemption, within the meaning of Section 4975 of the Code or Section 406 of ERISA, with respect to any Southwest Benefit Plan and no prohibited transaction has occurred with respect to any Southwest Benefit Plan that would be reasonably expected to result in accordance with its terms and any liability or excise Tax under ERISA or the requirements of applicable lawInternal Revenue Code. Neither Acquiror Southwest, any Southwest Entity, any Southwest Entity employee, or any committee of which any Southwest Entity employee is a member has breached his or her fiduciary duty with respect to a Southwest Benefit Plan in connection with any acts taken (or failed to be taken) with respect to the administration or investment of the assets of any Southwest Benefit Plan. To Southwest’s Knowledge, no fiduciary, within the meaning of Section 3(21) of ERISA, who is not Southwest or any Southwest Entity employee, has breached his or her fiduciary duty with respect to a Southwest Benefit Plan or otherwise has any liability in connection with any acts taken (or failed to be taken) with respect to the administration or investment of the assets of any Southwest Benefit Plan that would reasonably be expected to result in any liability or excise Tax under ERISA or the Internal Revenue Code being imposed on Southwest or any Affiliate of Southwest. (e) Neither Southwest nor any ERISA Affiliate of Acquiror has incurred at any time been a party to or is reasonably expected maintained, sponsored, contributed to incur or has been obligated to contribute to, or had any material liability under with respect to (i) any plan subject to Title IV of ERISA, including a “multiemployer plan” (as defined in ERISA Section 3(37) and 4001(a)(3)), (ii) a “multiple employer plan” (within the meaning of ERISA or the Internal Revenue Code), (iii) any voluntary employees’ beneficiary association (within the meaning of Section 501(c)(9) of the Internal Revenue Code), or (iv) an arrangement that is not either exempt from, or in compliance with, Section 409A of the Internal Revenue Code or that provides for indemnification for or gross-up of any taxes thereunder. (f) Each Southwest Benefit Plan that is a health or welfare plan has been amended and administered, in all material respects, in accordance with the requirements of the Patient Protection and Affordable Care Act of 2010. Each Southwest Benefit Plan which is a self-funded health or welfare benefit plan (“Self-Funded Health or Welfare Plan”) does not have any covered claims incurred in plan years preceding the current plan year which are unpaid. Each Self-Funded Health or Welfare Plan has stop loss insurance policies in force for which all premium payments have been made and are current, and which provides for run-out or tail coverage for covered claims incurred prior to the end of the plan year or the termination of the applicable Self-Funded Health or Welfare Plan, but not submitted and paid prior to the end of such period, and such coverage extends for such period of time as provided under the applicable Self-Funded Health or Welfare Plan to submit claims for the period incurred under the applicable Self-Funded Health or Welfare Plan (the “Claims Period”). In the event the stop loss policies currently in place do not provide for run-out or tail coverage to the end of such Claims Period, the Southwest Entities will obtain such coverage at the satisfaction of Xxxxxxx prior to the Closing Date. (g) No Southwest Entity has any Liability or obligation to provide postretirement health, medical or life insurance benefits to any Southwest Entity’s employees or former employees, officers, or directors, or any dependent or beneficiary thereof, except as otherwise required under state or federal benefits continuation Laws and for which the covered individual pays the full cost of coverage. No Tax under Internal Revenue Code Sections 4980B or 5000 has been incurred with respect to any Southwest Benefit Plan and no circumstance exists which could give rise to such Tax. (h) All contributions required to be made to any Southwest Benefit Plan by applicable Law or regulation or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Southwest Benefit Plan, for any period through the date hereof, 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 Southwest. (i) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) result in, cause the vesting, exercisability or delivery of, or increase in the amount or value of, any payment, right or other benefit to any employee, officer, director or other service provider of any Southwest Entity, or result in any (a) requirement to fund any benefits or set aside benefits in a trust (including a rabbi trust) or (b) limitation on the right of any Southwest Entity to amend, merge, terminate or receive a reversion of assets from any Southwest Benefit Plan or related trust. Without limiting the generality of the foregoing, no amount paid or payable (whether in cash, in property, or in the form of benefits) by the Southwest Entities in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any Acquiror Employee Planother event) will be an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code. Section 4.19(i) of Southwest’s Disclosure Memorandum sets forth accurate and complete data with respect to each individual who has a contractual right to severance pay or benefits triggered by a change in control and the amounts potentially payable to each such individual in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event) or as a result of a termination of employment or service, taking into account any contractual provisions relating to Section 280G of the Internal Revenue Code. No Southwest Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 4999 or 409A of the Internal Revenue Code, or otherwise.

Employee Benefit Plans. (a) With respect to Section 3.12(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of each material employee benefit plan, program, arrangement and contract Company Benefit Plan (including, without limitation, any "employee benefit plan" as defined in Section 3(3) which list may reference a form of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"such Company Benefit Plan), Acquiror . The Company has made available to Target Parent a true correct and complete copy ofof each such material Company Benefit Plan and all material amendments and supplements thereto (or where no such copies are available, a written description of such Company Benefit Plan) and a correct and complete copy of the following items with respect to the extent each such material Company Benefit Plan (in each case, only if applicable, ): (i) such Acquiror Employee Planeach trust document, (ii) the most recent annual report (Form 5500)each summary plan description and summary of material modifications, (iii) each trust agreement related to such Acquiror Employee Planthe most recently filed annual report on IRS Form 5500 and, for the avoidance of doubt, all schedules and financial statements attached thereto, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredrecently received IRS determination letter or IRS opinion letter, (v) the most recent prepared actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA report, and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Planresults of all required compliance testing. (b) Except as would not be material to the Company and its Subsidiaries, taken as a whole, (i) each of the Company Benefit Plans (including any related trusts) has been established, maintained, operated, administered and funded in accordance with its terms and in compliance with applicable Laws, (ii) no proceeding (other than routine claims for benefits) is pending against or involves or, to the Knowledge of the Company, is threatened against or reasonably expected to involve, any Company Benefit Plan or the assets or, to the Knowledge of the Company, fiduciaries of any Company Benefit Plan before any court or arbitrator or any Governmental Authority, and no Company Benefit Plan is presently under audit or examination (nor has written notice been received of a potential audit or examination) by any Governmental Authority, (iii) all payments required to be paid by the Company or any of its Subsidiaries pursuant to the terms of a Company Benefit Plan or by applicable Law (including, all contributions and insurance premiums) with respect to all current or prior periods have been made or provided for by the Company or its Subsidiaries in accordance with the provisions of such Company Benefit Plan, applicable Law or GAAP, (iv) all material reports, returns, notices and similar documents required to be filed with any Governmental Authority or distributed to any Company Benefit Plan participant have been timely filed or distributed, (v) no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code and Section 406 of ERISA, has occurred or, to the Knowledge of the Company, is reasonably expected to occur with respect to the Company Benefit Plans, and (vi) since January 1, 2021, all contributions that the Company or any of its Subsidiaries has been required by Law or the terms of an applicable collective bargaining agreement to make to any Multiemployer Plan have been timely made. (c) (i) Each Acquiror Employee Company Benefit Plan which is intended to be qualified under Section 401(a) of the Code and its related trust is and, except as would not have a Company Material Adverse Effect, has at all times since its adoption been so qualified and has received a favorable determination letter or opinion letter from the IRS covering with respect to its tax-qualified status under the provisions Code and (ii) to the Knowledge of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing Company, no event has occurred since the date of most recent determination or opinion letter relating to any such letter Company Benefit Plan that could would reasonably be expected to adversely affect the qualified status tax qualification of such Company Benefit Plan or cause the imposition of any material liability, penalty or Tax under ERISA or the Code. No stock or other securities issued by the Company or any of its Subsidiaries forms or has formed any part of the assets of any Company Benefit Plan that is intended to qualify under Section 401(a) of the Code. (d) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to, has any obligation to contribute to or has any actual or potential liability in respect of, or has within the previous six (6) years sponsored, maintained, administered or contributed to (or had any obligation to contribute to), and no Company Benefit Plan is (i) a plan subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code; (ii) a “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code); or (iii) a “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA). (e) 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, for which any liability resulting therefrom has not been satisfied in full. Section 3.12(e) of the Company Disclosure Letter contains a correct and complete list of each Multiemployer Plan participated in or contributed to by the Company, any Subsidiary of the Company or any of their respective ERISA Affiliates in the six (6) years preceding the date hereof. With respect to any Multiemployer Plan which the Company, any Subsidiary of the Company or any of their respective ERISA Affiliates currently participates in or contributes to, the Company has made available to Parent the latest estimate of the withdrawal liability, if any, received from the applicable Multiemployer Plan within the past three (3) years. With respect to each Multiemployer Plan, to the Knowledge of the Company, none of the Company or any Subsidiary of the Company or their respective ERISA Affiliates, has received any notification from a Multiemployer Plan that any such Multiemployer Plan (i) is in critical or endangered status, has been terminated or is insolvent, or (ii) is reasonably expected to be in critical or endangered status, insolvent or to be terminated within the next three (3) years. (f) Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (other than any Divestiture Action) (either alone or in combination with another event) would reasonably be expected to (i) except as expressly provided in this Agreement, entitle any current or former director, employee, consultant or independent contractor of the Company or any of its Subsidiaries to any material payment, (ii) materially increase any benefit or compensation payable or required to be provided to any current or former director, employee, individual consultant or individual independent contractor of the Company or any of its Subsidiaries, or (iii) except as expressly provided in this Agreement, accelerate the time of payment or vesting of amounts due any director, employee, individual consultant or individual independent contractor of the Company or any of its Subsidiaries or accelerate the time of any funding (whether to a trust or otherwise) of compensation or benefits in respect of any of the Company Benefit Plans. (g) None of the execution and delivery of or the performance under this Agreement, any approval of this Agreement or the consummation of the transactions contemplated by this Agreement would, either individually or in combination with another event, result in the payment of any amount to any “disqualified individual” (as defined in Section 280G of the Code) that 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. (h) Section 3.12(h) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of each Company Benefit Plan that provides retiree or post-employment medical, disability, life insurance or other welfare benefits to any Person (other than for continuation coverage required to be provided pursuant to Section 4980B of the Code or similar state Law). (i) Each Acquiror Employee material Company Benefit Plan that is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) is in documentary compliance with, and has been operated and administered in all material respects in compliance with, Section 409A of the Code. (j) No Company Benefit Plan provides any Company Employee with the right to a gross up for any excise or additional Taxes incurred pursuant to Section 409A or Section 4999 of the Code. (k) Except as would not reasonably be expected to result in material liability to the Company or its Subsidiaries, all Company Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with its terms all applicable requirements in all material respects, (ii) that are intended to qualify for special Tax treatment, meet all material 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. (l) Neither the requirements of applicable law. Neither Acquiror Company nor any ERISA Affiliate of Acquiror its Subsidiaries has incurred or is would reasonably be expected to incur any material liability penalty or Tax (whether or not assessed) under Title IV Section 4980H or Section 4980D of ERISA the Code related to the applicable requirements of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 that has not been satisfied in connection with any Acquiror Employee Planfull.

Employee Benefit Plans. (a) Section 3.10(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of each material Company Benefit Plan. With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy ofCompany Benefit Plan, to the extent applicable, correct and complete copies of the following have been made available to Parent by the Company: (i) such Acquiror Employee Plan, the Company Benefit Plan document (including all amendments and attachments thereto); (ii) any related trust document, insurance contract or policy, group annuity contract and any other funding arrangement; (iii) the two (2) most recent annual reports (Form 5500) and all schedules thereto filed with the Internal Revenue Service (the “IRS”); (iv) the most recent annual report opinion or determination letter from the IRS; (Form 5500), (iii) each trust agreement related to such Acquiror Employee Plan, (ivv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredand any summary of material modifications thereto; (vi) all material filings and communications received from or sent to any Governmental Entity since January 1, 2013; and (vvii) the most recent audited financial statement and/or actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Planvaluation. (b) Each Acquiror Employee Company Benefit Plan which is intended to be qualified under Section 401(a) (other than any Company Benefit Plan maintained outside of the Code has received a favorable determination from the IRS covering the provisions of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. Each Acquiror Employee Plan United States) has been established, operated and administered in all material respects in accordance with its terms and the requirements of all applicable lawLaws, including ERISA and the Code, and all contributions required to be made prior to the date hereof to any such Company Benefit Plan by applicable Law or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding such 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 and/or its Subsidiaries to the extent required by GAAP. (c) Section 3.10(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 “Company Qualified Plan”). The IRS has issued a favorable opinion or determination letter, as applicable, with respect to each Qualified Plan and its related trust,, and such opinion or determination letter has not been revoked (nor, to the knowledge of the Company, has revocation been threatened), and, to the knowledge of the Company, 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. No trust funding any Company Benefit Plan is intended to meet the requirements of Section 501(c)(9) of the Code. (d) Neither Acquiror the Company or its Subsidiaries nor any of their respective ERISA Affiliate Affiliates has ever established, contributed to or been obligated to contribute to any plan that is (i) a “multiemployer plan” within the meaning of Acquiror Section 4001(a)(3) of ERISA or a plan that has two (2) or more contributing sponsors at least two (2) of whom are not under common control, within the meaning of Section 4063 of ERISA, or (ii) subject to Title IV or Section 302 of ERISA or Section 412, 430 or 4971 of the Code. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no pending or, to the knowledge of the Company and its Subsidiaries, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted with respect to the Company Benefit Plans (including, for the avoidance of doubt, any claims, lawsuits or arbitrations relating to any fiduciaries thereof with respect to their duties to the Company Benefit Plans or the assets of any of the trusts under any of the Company Benefit Plans). Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company or any of its Subsidiaries nor any of their respective ERISA Affiliates has incurred (either directly or is indirectly, including as a result of any indemnification obligation) any Liability under or pursuant to Title I of ERISA or the penalty, excise Tax or joint and several Liability provisions of the Code relating to employee benefit plans, and (ii) no event, transaction or condition has occurred or exists that would reasonably be expected to incur result in any such Liability to the Company, any of its Subsidiaries, any of their respective ERISA Affiliates or, after the Effective Time, Parent or any of its Affiliates. (f) Neither the Company nor any of its Subsidiaries 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 (including any obligation with respect to any such employee benefit plan that the Company or any of its Subsidiaries may have sponsored prior to the date hereof), except as required by Section 4980B of the Code or comparable state, local or foreign Laws. (g) The consummation of the Transactions will not (i) entitle any current or former employee, consultant, independent contractor, director or officer of the Company or any of its Subsidiaries to severance or termination pay, (ii) accelerate the time of payment or vesting, or increase the amount of compensation or benefits due to any such employee, consultant, independent contractor, director or officer, (iii) trigger any funding obligation under any Company Benefit Plan or impose any restrictions or limitations on the Company’s rights to amend, merge, terminate or receive a reversion of material liability under Title IV assets from any Company Benefit Plan, (iv) result in the forgiveness of ERISA Indebtedness for the benefit of any current or former employee, or (v) result in connection 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 would, individually or in combination with any Acquiror Employee other such payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). No Company Benefit Plan, or other contract, agreement, plan or arrangement, provides for the gross-up or reimbursement of Taxes under Section 4999 of the Code, Section 409A(a)(1)(B) of the Code, or otherwise. (h) Each Company Benefit Plan, if any, which is maintained outside of the United States (i) has been operated in compliance in all material respects with its terms and the applicable statutes or governmental regulations and rulings relating to such plans, (ii) if intended to qualify for special tax treatment, has met (and continues to meet) all requirements for such treatment, and (iii) if intended to be funded and/or book-reserved, is fully funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions. (i) Each Company Benefit Plan which is a “nonqualified deferred compensation plan” (as defined in Code Section 409A(d)(1)) has been operated in material compliance with then applicable guidance under Code Section 409A and has been documented in all material respects in accordance with Code Section 409A.

Employee Benefit Plans. (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(33.10(a) of ERISAthe Company Disclosure Letter lists all material Company Plans (except for (i) maintained employment agreements and offer letters establishing at-will employment without obligating the Company to make any payment or contributed provide any benefit upon termination of employment other than as required by Law or through a separate Company Plan; (ii) individual Table of Contents equity award agreements that are substantially similar to by Acquiror or any trade or business which is the standard form of award agreement under common control with Acquiror within the meaning of Section 414 of the Code applicable Company Equity Plan; and (the "ACQUIROR EMPLOYEE PLANS"iii) Non-U.S. Plans), Acquiror . The Company has made available to Target a true and complete copy of, Parent with respect to each Company Plan listed on Section 3.10(a) of the Company Disclosure Letter (in each case to the extent applicable): (A) a copy of the Company Plan document, including all currently effective amendments thereto; (i) such Acquiror Employee Plan, (ii) the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Plan, (ivB) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredand all currently effective summaries of material modifications with respect to the Company Plan, (vC) the most recent actuarial recently filed annual report relating to any Acquiror Employee Plan subject to Title IV of ERISA on Form 5500; and (viD) the most recent recently received IRS determination letter issued with respect to any Acquiror Employee Planor opinion letter. (b) Each Acquiror Employee Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Plan which is operated in accordance with its terms and the requirements of all applicable Laws including ERISA and the Code. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Plan intended to be qualified under Section 401(a) of the Code either has received a favorable determination letter from the IRS covering or may rely upon a favorable prototype opinion letter from the IRS as to its qualified status, and each trust created thereunder has been determined by the IRS to be exempt from Tax under the provisions of Section 501(a) of the Tax Reform Act Code, and, to the knowledge of 1986 stating that such Acquiror Employee Plan is so qualified and the Company, nothing has occurred since the date of any such letter determination that could reasonably be expected to adversely affect the qualified status qualification of such plan. Each Acquiror Employee Plan Company Plan. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) other than routine claims for benefits, there are no Actions pending or, to the knowledge of the Company, threatened, with respect to any Company Plan, and (ii) no nonexempt “prohibited transaction” (within the meaning of Section 4975 of the Code and Section 406 of ERISA) has been operated in all material respects in accordance with its terms and occurred. (d) Neither the requirements of applicable law. Neither Acquiror Company nor any Company ERISA Affiliate currently has, or within the six-year period preceding the date of Acquiror has incurred this Agreement, had, an obligation to contribute to a “defined benefit plan” as defined in Section 3(35) of ERISA, a pension plan subject to the funding standards of Section 302 of ERISA or is Section 412 of the Code, or a “multiemployer plan” as defined in Section 3(37) of ERISA or Section 414(f) of the Code. Except as would not reasonably be expected to incur any material have, individually or in the aggregate, a Company Material Adverse Effect, no liability under Title IV or Section 302 of ERISA has been incurred by the Company or any Company ERISA Affiliate that has not been satisfied in full. (e) Except as set forth in Section 3.10(e) of the Company Disclosure Letter, no Company Plan provides for post-retirement or other post-employment welfare benefits (other than (i) health care continuation coverage required by Section 4980B of the Code or similar state or local Law or (ii) health care coverage through the end of the calendar month in which a termination of employment occurs). (f) Except as contemplated by this Agreement, the consummation of the Transactions will not, either alone or in combination with another event that is linked contractually to the Transactions, (i) entitle any current or former employee, officer or individual independent contractor of the Company or any Company Subsidiary to any material severance pay, incentive compensation or other material compensatory payment, or (ii) materially accelerate the time of Table of Contents payment or vesting of any compensatory amount or employee benefit, or materially increase the amount of compensation due any such employee or other person. The Company has provided Parent with a preliminary analysis of the payments and benefits (to the extent known by the Company on the date of this Agreement) arising in connection with the Transactions under Company Plans to individuals who are reasonably likely (as determined on the date of this Agreement) to be Disqualified Individuals (within the meaning of Section 280G of the Code) that are reasonably likely to constitute “excess parachute payments” (within the meaning of Section 280G of the Code). There is no Contract, plan or arrangement by which the Company or any Acquiror Employee of its Subsidiaries are bound to compensate any individual for excise or other Taxes payable pursuant to Section 4999 of the Code or Section 409A of the Code. (g) Section 3.10(g) of the Company Disclosure Letter lists all material Company Plans that are maintained outside of the United States primarily for the benefit of any current or former employees or individual service providers who are or were regularly employed or providing services outside of the United States to the Company or any Company Subsidiary (each, a “Non-U.S. Plan”). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all employer and employee contributions to each Non-U.S. Plan required by Law or by the terms of such Non-U.S. Plan have been made, or, if applicable, accrued in accordance with normal accounting practices; and (ii) each Non-U.S. Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. Neither the Company nor any Company Subsidiary has incurred or may incur any obligation to make payments for or in relation to any pension scheme that provides defined benefits on death or retirement in respect of or by reference to any current or former employees or individual service providers who are or were employed or providing services outside of the United States. (h) Notwithstanding any other provisions of this Agreement to the contrary, the representations and warranties made in this Section 3.10 are the sole and exclusive representations and warranties of the Company with respect to the Company Plans and ERISA and no other representation or warranty of the Company contained herein shall be construed to relate to the Company Plans and ERISA (including their compliance with any applicable Law).

Employee Benefit Plans. (a) With Section 5.17(a) of the Company Disclosure Schedule sets forth, as of the date hereof, a complete and accurate list of each material Company Employee Plan. (b) Neither the Company nor any of its ERISA Affiliates nor any predecessor thereof sponsors, maintains or contributes to, or has in the past six years sponsored, maintained or contributed to, or has any liability with respect to each material any Company Employee Plan or other “employee benefit plan, program, arrangement and contract ” (including, without limitation, any "employee benefit plan" as such term is defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, to the extent applicable, (i) such Acquiror Employee Plan, (ii) the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. Neither the Company nor any of its ERISA and (vi) Affiliates has in the most recent IRS determination letter issued with respect past six years incurred, or is reasonably expected to incur, any Acquiror Employee Planliability under Title IV of ERISA. (bc) Each Acquiror Company Employee Plan which that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter, or has pending or has time remaining in which to file, an application for such determination from the IRS covering Internal Revenue Service, and, to the provisions knowledge of the Tax Reform Act Company, there is no reason why any such determination letter would be reasonably likely to be revoked or not be reissued. The Company has made available to Parent copies of 1986 stating that the most recent Internal Revenue Service determination or opinion letters with respect to each such Acquiror Company Employee Plan. (d) Except as contemplated by this Agreement, the consummation of the transactions contemplated by this Agreement (whether alone or in connection with any other event) will not (i) result in any payment becoming due to any current or former Company Service Provider, (ii) accelerate the time of payment, funding or vesting or increase the amount of, or result in the forfeiture of, any compensation or benefit under any Company Employee Plan is so qualified and nothing or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or trigger any other obligation under, any Company Employee Plan, (iii) result in the limitation or restriction of the right of the Company or any of its Subsidiaries to merge, amend or terminate any Company Employee Plan, or (iv) result in the payment of any amount that would not be deductible by the Company or any of its Subsidiaries under Section 280G of the Code or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. Neither the Company nor any of its Subsidiaries has occurred since any obligation to “gross-up”, indemnify or otherwise reimburse any current or former Company Service Provider for any Taxes imposed under Sections 409A or 4999 of the date of such letter that could Code. (e) Except as would not reasonably be expected to affect have, individually or in the qualified status aggregate, a Company Material Adverse Effect, all contributions and payments accrued under each Company Employee Plan, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending as of such plan. the date hereof, have been discharged and paid on or prior to the date hereof except to the extent reflected as a liability on the Company Balance Sheet. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is, and, since January 1, 2017, there has been, no Proceeding (and, to the knowledge of the Company, no investigation) pending against or, to the knowledge of the Company, threatened against any Company Employee Plan (or against the Company in respect of any Company Employee Plan) before any Governmental Authority. (g) Each Acquiror Company Employee Plan has been operated maintained in all material respects in accordance compliance with its terms and all Applicable Law, including ERISA and the Code, and the Company and its Subsidiaries have materially complied with Applicable Law with respect to each plan, arrangement or policy mandated by Applicable Law. No action, suit, investigation, audit, proceeding or claim (other than routine claims for benefits) is pending against, involves or, to the Company’s knowledge, is threatened against or threatens to Table of Contents involve, any Company Employee Plan before any court or arbitrator or any Governmental Authority, including the IRS, the Department of Labor or the PBGC. (h) Neither the Company nor any of its Subsidiaries has any current or projected liability in respect of, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any current or former Company Service Provider (other than coverage mandated by Section 4980B of the Code or other Applicable Law). No events have occurred with respect to any Company Employee Plan that would reasonably be expected to result in the assessment of any material Taxes or penalties against the Company or any of its Subsidiaries. (i) The Compensation Committee of the Company Board (the “Compensation Committee”) has (i) prior to the execution and delivery of this Agreement, duly and unanimously adopted resolutions approving (A) each Company Employee Plan and any other employment compensation, severance or employee benefit arrangement pursuant to which consideration is payable to any current or future officer, director or employee of the Company or any of its Subsidiaries, (B) the treatment of Company Equity Awards and all other rights under a Company Employee Plan or another employment compensation, severance or employee benefit arrangement in accordance with the terms of this Agreement and the applicable Company Employee Plan or other arrangement and (C) the terms of Section 3.08 of this Agreement and any other term of this Agreement which provides for consideration payable to any current or future officer, director or employee of the Company or any of its Subsidiaries (each, a “Compensation Arrangement”) as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act, which resolutions have not been rescinded, modified or withdrawn in any way, and (ii) taken all other actions necessary or advisable to satisfy the requirements of applicable lawthe non-exclusive safe harbor with respect to such Compensation Arrangement in accordance with Rule 14d-10(d)(2) under the Exchange Act (the approvals and actions referenced in clauses (i) and (ii) above, the “Compensation Arrangement Approvals”). Neither Acquiror nor any ERISA Affiliate The Compensation Committee is (and was, at each time it acted as described in this Section 5.17(i)) composed solely of Acquiror has incurred or is reasonably expected to incur any material liability “independent directors” in accordance with the requirements of Rule 14d-10(d)(2) under Title IV of ERISA in connection with any Acquiror Employee Planthe Exchange Act and the instructions thereto.

Employee Benefit Plans. (a) Section 3.17 of the Company Disclosure Letter lists all material Company Plans. (b) With respect to each material employee benefit planCompany Plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror Company has made available to Target a Parent and Buyer true and complete copy of, copies of the following (as applicable) prior to the extent applicable, date of this Agreement: (i) such Acquiror Employee Planthe plan document, including all amendments thereto or, with respect to any unwritten plan, a summary of all material terms thereof, (ii) the most recent annual report (Form 5500)summary plan description along with summaries of material modifications thereto, (iii) each all related trust agreement instruments or other funding-related to such Acquiror Employee Plandocuments, (iv) a copy of the most recent summary plan description financial statements for each Acquiror Employee Plan for which such a description is requiredthe plan, (v) a copy of all material correspondence (other than correspondence in the most recent actuarial report ordinary course) with any Governmental Body relating to any Acquiror Employee a Company Plan subject to Title IV of ERISA received or sent within the last three years and (vi) the most recent IRS Internal Revenue Service determination letter issued with respect to any Acquiror Employee Planor opinion letter. (bc) Each Acquiror Employee Company Plan which that is intended to meet the requirements to be qualified under Section 401(a) of the Code has received is the subject of a favorable determination letter or is covered by a favorable opinion letter from the IRS covering Internal Revenue Service, and to the provisions of the Tax Reform Act of 1986 stating Company’s Knowledge, there are no facts or circumstances that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could would reasonably be expected to affect jeopardize the qualified status qualification of such planCompany Plan. Each Acquiror Employee Except as would not reasonably be expected to result in material Liability to the Company, each Company Plan has been operated complied in all material respects in accordance form and in operation with its terms and with the requirements of the Code, the Employee Retirement Income Security Act of 1974 (“ERISA”), and other applicable lawLaw. With respect to each Company Plan that is an “employee welfare benefit plan” as defined in Section 3(1) of ERISA that is self-insured, the Company has accrued on the Company financial statements for incurred but not reported claims in accordance with acceptable commercial practice and accounting standards. Neither Acquiror the Company nor any ERISA Affiliate of Acquiror its Subsidiaries has incurred a formal plan, written commitment, or is proposal, whether legally binding or not, and has not made a commitment to employees, to create any additional Company Plan or modify or change any existing Company Plan other than changes in the ordinary course of business consistent with past practice and that would not reasonably be expected to incur result in additional material Liability to the Company. (d) Except as would not reasonably be expected to result in material Liability to the Company, with respect to each Company Plan, (i) all required contributions to, and premiums payable in respect of, such Company Plan have been made or, to the extent not required to be made on or before the date of this Agreement, have been properly accrued on the Company’s financial statements in accordance with GAAP, and (ii) there are no Actions pending or, to the Company’s Knowledge, threatened, other than routine claims for benefits. (e) None of the Company, any material liability under of its Subsidiaries or any of their respective ERISA Affiliates has at any time during the six (6) years prior to the date of this Agreement sponsored or contributed to, or had any Liability or obligation in respect of, a plan that is or was at any relevant time (i) subject to Title IV of ERISA or Section 412 of the Code, (ii) a “multiemployer plan” within the meaning of Section 3(37) of ERISA, (iii) a “multiple employer plan” as described in connection Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA or (v) a “voluntary employees’ beneficiary association” (as defined in Section 501(c)(9) of the Code) or any other funded arrangement for the provision of health, other welfare, or fringe benefits. Except as set forth in Section 3.17(e) of the Company Disclosure Letter, none of the Company Plans obligates the Company or any of its Subsidiaries to provide a current or former officer, director, independent contractor or employee (or any spouse or dependent thereof) any life insurance or medical or health benefits after his or her termination of employment or service with the Company or any Acquiror Employee of its Subsidiaries, other than as required under Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any other Law at the sole expense of the participant and coverage through the end of the month of termination of employment or service. None of the Company or any of its Subsidiaries has engaged in a non-exempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) or breached any fiduciary duties with respect to any Company Plan that reasonably would be expected to subject the Company or any of its Subsidiaries to any material tax or penalty. (f) Except as otherwise contemplated by this Agreement, neither the execution or delivery of this Agreement, nor the consummation of the Transactions, will, either individually or together with a termination of employment or service, (i) result in any payment (including severance, bonus or other similar payment) becoming due to any current or former officer, director, independent contractor or employee of the Company or any of its Subsidiaries, (ii) increase or otherwise enhance any benefits or compensation otherwise payable under any Company Plan, (iii) result in the acceleration of the time of payment or vesting of any payments or benefits under any Company Plan, (iv) require the Company or any of its Subsidiaries to set aside any assets to fund any benefits under any Company Plan, (v) result in the forgiveness in whole or in part of any outstanding loan made by the Company to any Person or (vi) result in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code or in the imposition of an excise Tax under Section 4999 of the Code. Within sixty (60) days following the date of this Agreement, the Company will complete and furnish to Parent an analysis, which will identify individuals who qualify as “disqualified individuals” under Section 280G of the Code and any payment to any such “disqualified individuals” that could constitute a “parachute payment” (as defined in Section 280G of the Code) and that may not be deductible for federal income Tax purposes by virtue of Section 280G of the Code. Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any individual with respect to any Tax, including under Sections 409A or 4999 of the Code. (g) With respect to each Non-U.S. Plan, except as would not be expected to result in any material Liability to the Company or any of its Subsidiaries: (i) such Non-U.S. Plan is in compliance and has been administered at all times in compliance with the applicable provisions of the Laws of such jurisdiction in which such Non-U.S. Plan is established and the terms of the applicable Non-U.S. Plan; (ii) the Company and each of its Subsidiaries have complied with all applicable reporting and notice requirements, and such Non-U.S. Plan has obtained from the Governmental Body having jurisdiction with respect to such Non-U.S. Plan required determinations, if any, that such Non-U.S. Plan is in material compliance with the Laws of the relevant jurisdiction if such determinations are required in order to give effect to such Non-U.S. Plan; (iii) to the Knowledge of the Company, there are no pending investigations by any Governmental Body involving any Non-U.S. Plan; and (iv) other than as provided in this Agreement, the consummation of the contemplated transactions will not by itself create or together with another event result in any Liability with respect to such Non-U.S. Plan. Neither the Company nor any of its Affiliates has (i) ever been an employer in relation to, participated in or had any liability (whether prospective, contingent or otherwise) to or in respect of a Non-U.S. Plan constituting a defined benefit pension program or scheme or (ii) otherwise entered into any contractual arrangements, or given any promises or commitments, relating to providing defined benefit pension benefits to employees or officers (or former employees or officers) pursuant to any plan, program, agreement or arrangement that would constitute a Non-U.S. Plan. If required under applicable laws to be funded and/or book-reserved, such Non-U.S. Plan is funded and/or book-reserved, as appropriate, to the extent so required by applicable Laws. Each Non-U.S. Plan that is intended to qualify for tax-preferential treatment under applicable Laws so qualifies, except as could not reasonably be expected to result in a material Liability to the Company. Each Non-U.S. Plan required to be registered has been so registered

Employee Benefit Plans. (a) Section 3.10(a) of the Company Disclosure Letter lists each material Company Benefit Plan. With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy ofCompany 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) such Acquiror Employee the Company Benefit Plan, if written (including all material amendments 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 most recent annual report reports (Form 5500)) filed with the IRS, (iiivi) each trust agreement related to such Acquiror Employee Planthe most recent determination, opinion or advisory letter from the IRS, (ivvii) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredand any summary of material modifications thereto, and (vviii) the most recent audited financial statement and/or actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Planvaluation. (b) Except as would not reasonably be expected to result in, individually or in the aggregate, a material liability to the Company and its Subsidiaries, (i) each Company Benefit Plan has been established, operated and administered in all respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code, and (ii) 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 premiums due or payable with respect to insurance policies funding any Company Benefit Plan, have been timely made or paid or, to the extent not required to be made or paid on or before the Original Agreement Date, have been reflected on the books and records of the Company in accordance with GAAP. As of the Original Agreement Date, there are no pending claims or claims threatened in writing (other than routine claims for benefits) by, on behalf of or against any of the Company Benefit Plans except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Each Acquiror Employee Company Benefit Plan which and related trust that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or opinion letter, or has pending or has time remaining in which to file, an application for such determination from the IRS covering IRS, and, to the provisions knowledge of the Tax Reform Act Company, there is no reason why any such determination letter should be revoked or not be issued or reissued. (d) With respect to any Company Benefit Plan subject to Title IV of 1986 stating that ERISA to which the Company, its Subsidiaries or any of their respective ERISA Affiliates has any liability or contributes: (i) since January 1, 2016, no such Acquiror Employee Company Benefit Plan is has been terminated so qualified and nothing as to result or reasonably be likely to result, directly or indirectly, in a material liability to the Company or any of its ERISA Affiliates under Title IV of ERISA; (ii) no proceeding has been initiated by the Pension Benefit Guaranty Corporation to terminate any such Company Benefit Plan or to appoint a trustee for any such Company Benefit Plan; (iii) if any such Company Benefit Plan were to be terminated as of the Closing Date or if any person were to withdraw from such Company Benefit Plan, none of the Company or any of its ERISA Affiliates would incur, directly or indirectly, any material liabilities under Title IV of ERISA; (iv) no “reportable event” (as defined in Section 4043 of ERISA) for which notice has not been waived has occurred with respect to any such Company Benefit Plan within the past 12 months that, individually or in the aggregate, would result in material liabilities to the Company and any of its Subsidiaries, taken as a whole; and (v) satisfies the minimum funding standards of Section 302 of ERISA and Section 412 of the Code, whether or not waived, and none of the Company or any of its ERISA Affiliates has provided, or is required to provide, security to any Company Benefit Plan pursuant to Section 401(a)(29) of the Code. (e) Neither the Company, nor its Subsidiaries nor any of their respective ERISA Affiliates has, at any time since January 1, 2016, contributed to, been obligated to contribute to or had any liability (including any contingent liability) with respect to any Multiemployer Plan or Multiple Employer Plan. (f) The execution of the Original Agreement (and as of the date of this Agreement and as of the Closing Date, 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 or officer of the Company or any of its Subsidiaries to severance pay or any other similar payment, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such letter employee, director, consultant or officer, (iii) trigger any funding obligation under any Company Benefit Plan, or (iv) result in any payment to any “disqualified individual” (as such term is defined in Treasury Regulations Section 1.280G-1) that could would, individually or in combination with any other such payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (g) 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. (h) Except as would not, either individually or in the aggregate, reasonably be expected to affect result in material liability to the qualified status Company or its Subsidiaries, each Company Benefit Plan that is mandated by applicable Law or by a Governmental Entity outside of such plan. Each Acquiror Employee Plan the United States or that is subject to the laws of a jurisdiction outside of the United States (i) has been operated in all material respects maintained in accordance with its terms and all applicable requirements, (ii) if intended to qualify for special Tax treatment, meets all the requirements of for such treatment, and (iii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any material liability under Title IV of ERISA in connection with any Acquiror Employee Planaccounting principles.

Employee Benefit Plans. (a) With A list of all Acquiror Employee Plans (as hereinafter defined) is set forth in the Acquiror Disclosure Letter. Acquiror has delivered or made available to SCB true and complete copies of the following documents, as they may have been amended to the date hereof, embodying or relating to Acquiror Employee Plans: Each of the Acquiror Employee Plans, including all amendments thereto, any related trust agreements, insurance policies or any funding agreements; the most recent determination letter from the IRS with respect to each of the Acquiror Employee Plans; the actuarial evaluation, if any, for the most recent plan year prepared for each of the Acquiror Employee Plans; and the most recent annual return/report on IRS Forms 5500, 5500-C or 5500-R for each of the Acquiror Employee Plans for which such report was prepared. (i) Each of the Acquiror Employee Plans has been administered in substantial compliance with any applicable requirements of ERISA and the Code. There is no material employee benefit planpending or, programto the knowledge of Acquiror, arrangement and contract threatened litigation relating to the Acquiror Employee Plans. (includingii) Each of the Acquiror Employee Plans for which Acquiror has claimed a deduction under Code Section 404, without limitationas if such Acquiror Employee Plan were qualified under Code Section 401(a), any has received a favorable determination letter from the IRS as to the tax qualification of such Acquiror Employee Plan with respect to "employee benefit planTRA" (as defined in Section 3(3) 1 of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"Rev. Proc. 93-39), Acquiror has made available to Target a true and complete copy of, to the extent applicableknowledge of Acquiror such favorable determination has not been modified, (i) revoked or limited by failure to satisfy any condition thereof or by a subsequent amendment to, or failure to amend, such Acquiror Employee Plan, (ii) the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Plan. (biii) Each To Acquiror's knowledge, neither Acquiror nor any of its subsidiaries, nor any other "disqualified person" or "party in interest" (as defined in Code Section 4975 and Section 3(14) of ERISA, respectively) with respect to an Acquiror Employee Plan which is intended to be qualified under has engaged in any "prohibited transaction" (as defined in Code Section 401(a4975 or Sections 406 or 407 of ERISA) of the Code has received a favorable determination from the IRS covering the provisions of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. Each subject Acquiror Employee Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any material tax, penalty or liability under Code Section 4975 or Title IV I of ERISA in connection with any Acquiror Employee PlanERISA.

Employee Benefit Plans. (a) With respect to Section 5.18(a) of the Company Disclosure Schedule contains a correct and complete list identifying each material employee benefit planCompany Employee Plan. Copies of each material Company Employee Plan (and, programif applicable, arrangement related trust or funding agreements or insurance policies) and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, all amendments thereto have been furnished to the extent applicable, (i) such Acquiror Employee Plan, (ii) Investor together with the most recent annual report (Form 5500)5500 including, (iiiif applicable, Schedule B thereto) each trust agreement related to prepared in connection with any such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror or trust. No Company Employee Plan for which such a description is requiredprimarily covers Company Service Providers who are located outside the United States. (b) Neither the Company nor any of its ERISA Affiliates nor any predecessor thereof sponsors, (v) maintains or contributes to, or has in the most recent actuarial report relating to past sponsored, maintained or contributed to, any Acquiror Company Employee Plan subject to Title IV of ERISA. Neither the Company nor any of its ERISA and (vi) the most recent IRS determination letter issued with respect Affiliates has incurred, or is reasonably expected to incur, any Acquiror Employee Planliability under Title IV of ERISA. (bc) Neither the Company nor any ERISA Affiliate nor any predecessor thereof contributes to, or has at any time in the past contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA (a “Multiemployer Plan”). (d) Each Acquiror Company Employee Plan which that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter, or has pending or has time remaining in which to file, an application for such determination from the IRS covering Internal Revenue Service, and, to the provisions knowledge of the Tax Reform Act Company, there is no reason why any such determination letter should be revoked or not be reissued. The Company has made available to the Investor copies of 1986 stating that the most recent Internal Revenue Service determination or opinion letters with respect to each such Acquiror Company Employee Plan is so qualified and nothing has occurred since the date of such letter that could Plan. Except as would not reasonably be expected to affect have, individually or in the qualified status of such plan. Each Acquiror aggregate, a Company Material Adverse Effect, since January 1, 2011, (i) each Company Employee Plan has been operated maintained 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 ERISA and the Code, which are applicable to such Company Employee Plan and (ii) no events have occurred with respect to any Company Employee Plan that could result in payment or assessment by or against the Company of any excise taxes under Sections 4972, 4975, 4976, 4977, 4979, 4980B, 4980D, 4980E or 5000 of the Code. (e) The consummation of the transactions contemplated by this Agreement will not (either alone or together with any other event) (i) entitle any current or former Company Service Provider to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit; (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan; (iii) limit or restrict the right of the Company or any of its Subsidiaries to merge, amend or terminate any Company Employee Plan; or (iv) result in the payment of any amount that would not be deductible under Section 280G or Section 162(m) of the Code. The Company has provided or made available to the Investor a list of all agreements, arrangements and other instruments which give rise to any of the obligations described in Section 5.18(e)(i), (ii), or (iii) above. Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any current or former Company Service Provider for any tax incurred by such Company Service Provider, including income taxes, or taxes incurred under Section 409A or 4999 of the Code. (f) Neither the Company nor any of its Subsidiaries has any liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current employees of the Company or its Subsidiaries except as required to avoid excise tax under Section 4980B of the Code. (g) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all contributions and payments accrued under each Company Employee Plan, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending as of the date hereof, have been discharged and paid on or prior to the date hereof except to the extent reflected as a liability on the Company Balance Sheet. (h) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is, and since January 1, 2011, there has been no Proceeding pending against or, to the knowledge of the Company, threatened against any Company Employee Plan (or against the Company in respect of any Company Employee Plan) before any Governmental Authority. (i) The Compensation Committee of the Company Board (the “Compensation Committee”) has (i) approved each Company Employee Plan pursuant to which consideration is payable to any officer, director or employee of the Company or any of its Subsidiaries (each, a “Compensation Arrangement”) as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act, and (ii) taken all other actions necessary or advisable to satisfy the requirements of applicable lawthe non-exclusive safe harbor with respect to such Compensation Arrangement in accordance with Rule 14d-10(d)(2) under the Exchange Act (the approvals and actions referred to in clauses (i) and (ii) above, the “Compensation Arrangement Approvals”). Neither Acquiror nor any ERISA Affiliate The Company Board has determined that the Compensation Committee is composed solely of Acquiror has incurred or is reasonably expected to incur any material liability “independent directors” in accordance with the requirements of Rule 14d-10(d)(2) under Title IV of ERISA in connection with any Acquiror Employee Planthe Exchange Act and the instructions thereto.

Employee Benefit Plans. (a) With respect to Section 3.12 of the Disclosure Schedule sets forth a true, correct, and complete list, as of the date hereof, of each material employee benefit planBenefit Plan. For each material Benefit Plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror Company has made available to Target the Purchaser or its representatives a true and complete copy ofof such Benefit Plan (or a description thereof, if unwritten) and, to the extent applicable, (i) applicable with respect to each such Acquiror Employee Benefit Plan, (ii) the most recent annual report (Form 5500)all amendments, (iii) each trust agreement related to such Acquiror Employee Planany funding arrangement, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredand any summary of material modifications, (v) the most recent financial statements and actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) or other valuation reports, the most recent IRS determination or opinion letter issued from the Internal Revenue Service, and the most recent annual report. The Benefit Plans are and have been administered in material compliance with their terms and any applicable Laws, and there is no action, suit, inquiry, notice of violation, proceeding or investigation that is pending (or, to the Knowledge of the Company, threatened) with respect to any Acquiror Employee Plan. Benefit Plan (b) other than routine claims for benefits in the ordinary course). Each Acquiror Employee Benefit Plan which that is intended to be qualified under within the meaning of Section 401(a) of the Code has received a favorable determination from letter or can rely on an opinion letter as to its qualification, and, to the IRS covering the provisions Knowledge of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and Company, nothing has occurred since the date of such letter that could would reasonably be expected to affect cause the qualified status loss of such planqualification. Each Acquiror Employee Plan has been operated in all material respects in accordance with its terms None of the Company, any Subsidiary, and the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror sponsors, maintains, contributes to, or has incurred any liability with respect to (or has in the past six (6) years sponsored, maintained, contributed to, or had any liability with respect to) any Benefit Plan that is reasonably expected subject to incur any material liability under Title IV of ERISA ERISA, including any multiemployer plan (as defined in connection Section 3(37) of ERISA). The Company and the Subsidiaries have no current or projected liability in respect of post-employment or post-retirement health or life insurance benefits for former or current employees of the Company and the Subsidiaries (or their dependents and beneficiaries), except as required under Section 4980B of the Code. No individual is entitled to any gross-up, make-whole or other additional payment from the Company or any Subsidiary in respect of any Tax (including Taxes imposed under Section 4999 or Section 409A of the Code) or interest or penalty related thereto. Except as set forth in Section 3.12(b) of the Disclosure Schedule, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein (either alone or upon the occurrence of any additional or subsequent event), will (i) create any entitlement to, accelerate the time of payment or vesting of, trigger any payment or funding of, or increase the amount payable of any compensation or benefit with respect to any Acquiror Employee Plancurrent or former employee or other individual service provider of the Company or any Subsidiary or (ii) result in any payment that would reasonably be expected to be considered an “excess parachute payment” within the meaning of Section 280G of the Code.

Employee Benefit Plans. (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 3.18 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target Strongbridge Disclosure Letter contains a true correct and complete list identifying each Strongbridge Plan. For each Strongbridge Plan, Strongbridge has furnished to Novo Nordisk a copy ofof such plan (or a description, to the extent if such plan is not written) and all amendments thereto and, as applicable, : (i) such Acquiror Employee Planall trust agreements, insurance Contracts or other funding arrangements and amendments thereto; (ii) the most recent annual report (Form 5500), current prospectus or summary plan description and all summaries of material modifications; (iii) each trust agreement related to such Acquiror Employee Plan, the most recent favorable determination or opinion letter from the IRS; (iv) the annual returns/reports (Form 5500) and accompanying schedules and attachments thereto for the most recent summary recently completed plan description for each Acquiror Employee Plan for which such a description is required, year; (v) the most recent recently prepared actuarial report and financial statements; (vi) all material documents and correspondence relating thereto, received from or provided to any Acquiror Employee Plan Governmental Authority during the past three years; and (vii) all current employee handbooks, manuals and policies. (b) Neither Strongbridge nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has in the past six years sponsored, maintained, administered or contributed to (or had any obligation to contribute to), or has or is reasonably expected to have any direct or indirect liability with respect to, any plan subject to Title IV of ERISA and (viERISA, including any multiemployer plan, as defined in Section 3(37) the most recent IRS determination letter issued with respect to any Acquiror Employee Planof ERISA. (bc) Each Acquiror Employee Strongbridge Plan which that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS covering or has applied to the provisions of IRS for such a letter within the Tax Reform Act of 1986 stating applicable remedial amendment period or such period has not expired and, to Strongbridge’s knowledge, no circumstances exist that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could would reasonably be expected to affect result in any such letter being revoked or not being issued or reissued or a penalty under the qualified status of such planIRS Closing Agreement Program if discovered during an IRS audit or investigation. Each Acquiror Employee trust created under any such Strongbridge Plan is exempt from Tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Neither the execution of this Agreement nor the consummation of the Transactions (either alone or together with any other event) will: (i) entitle any current or former Service Provider to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit; (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Strongbridge Plan; (iii) limit or restrict the right of Strongbridge or any of its Subsidiaries or, after the Closing, Novo Nordisk, to merge, amend or terminate any Strongbridge Plan; (iv) result in any “parachute payment” as defined in Section 280G(B)(2) of the Code; or (v) result in a requirement to pay any tax “gross-up” or similar “make-whole” payments to any Service Provider. (e) Neither Strongbridge nor any of its Subsidiaries has any current or projected liability for, and no Strongbridge Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any current or former Service Provider (other than coverage mandated by Applicable Law, including COBRA). There has been no amendment to, written interpretation or announcement (whether or not written) by Strongbridge or any of its Affiliates relating to, or change in employee participation or coverage under, a Strongbridge Plan which would, in each case, increase materially the expense of maintaining such Strongbridge Plan above the level of the expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. (f) There is no, and since January 1, 2016 has been no, material charge, grievance, complaint, claim or Action or audit pending against or involving or, to the knowledge of Strongbridge, threatened against or involving any Strongbridge Plan before any Governmental Authority. (g) Each Strongbridge Plan subject to Code Section 409A has been operated in all material respects in accordance compliance with its terms Section 409A of the Code and the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any material liability under Title IV of ERISA in connection with any Acquiror Employee Planguidance thereunder.

Employee Benefit Plans. (a) With respect to Schedule 4.18(a) sets forth a complete list of each material “employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" ” as defined in Section 3(3) of ERISA) maintained ERISA and any other material plan, policy or program providing compensation or other benefits to any current or former director, officer or employee, which are maintained, sponsored or contributed to by Acquiror each Acquired Company, and under which such Acquired Company has any material obligation or any trade liability (each a “Company Benefit Plan”). (b) With respect to each Company Benefit Plan, Sellers have delivered or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true Purchaser correct and complete copy of, to the extent applicable, copies of (i) each Company Benefit Plan and any trust agreement relating to such Acquiror Employee Planplan (if applicable), (ii) the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee Company Benefit Plan for which such a summary plan description is required, (viii) the most recent annual report on Form 5500 and all attachments thereto filed with the Internal Revenue Service (if applicable), (iv) the most recent actuarial report relating valuation (if applicable), and (v) all correspondence with the Internal Revenue Service, including the most recent determination, opinion or advisory letter, if any, issued by the Internal Revenue Service (if applicable). (c) Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Company Benefit Plan has been administered in accordance with its terms and all applicable Laws, including ERISA and the Code, and (ii) all contributions required to be made with respect to any Acquiror Employee Company Benefit Plan on or before the date hereof have been made and all obligations in respect of each Company Benefit Plan as of the date hereof have been accrued and reflected in the Financial Statements to the extent required by GAAP. (d) Each Company Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (i) has received a favorable determination letter from the Internal Revenue Service as to its qualification, (ii) has been established under a standardized master and prototype or volume submitter plan for which a current favorable Internal Revenue Service advisory letter or opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer, or (iii) has time remaining under applicable Laws to apply for a determination or opinion letter or to make any amendments necessary to obtain a favorable determination or opinion letter. (e) Except as set forth on Schedule 4.18(e), no Company Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) (“Multiemployer Plan”) or other pension plan, in each case, that is subject to Title IV of ERISA and no Acquired Company has sponsored or contributed to or been required to contribute to a Multiemployer Plan or other pension plan subject to Title IV of ERISA at any time within the previous six (vi6) years. (f) Except as would not reasonably be expected to have a Material Adverse Effect, no Proceedings (other than routine claims for benefits in the most recent IRS determination letter issued ordinary course of business) are pending or, to the knowledge of Sellers, threatened. (g) Except as set forth on Schedule 4.18(g), the Sellers have received no correspondence with the United States Department of Labor or any other Governmental Authority with respect to any Acquiror Employee Company Benefit Plan. (bh) Each Acquiror Employee Plan which is intended to be qualified under Section 401(aExcept as disclosed on Schedule 4.18(h) of the Code has received a favorable determination from the IRS covering the provisions of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could except as would not reasonably be expected to affect the qualified status of such plan. Each Acquiror Employee Plan has been operated result in all material respects in accordance with its terms and the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any material liability under Title IV to the Acquired Companies, neither the execution and delivery of ERISA this Agreement nor the consummation of the transactions contemplated by this Agreement will result in connection the acceleration or creation of any rights of any employee, consultant or officer of an Acquired Company to payments or benefits or the increase in any payments or benefits or any loan forgiveness with respect to any Acquiror Employee Planemployee, consultant or officer of an Acquired Company. Except as set forth on Schedule 4.18(h), the Acquired Companies are not a party to any Company Benefit Plan that has resulted or would result, separately or in the aggregate, in any payment that would not be deductible pursuant to Section 280G of the Code.

Employee Benefit Plans. (a) Section 4.18(a) of the Company Disclosure Schedule accurately and completely lists each material Company Plan. With respect to each material employee benefit planCompany Plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror Company has made available to Target a true Parent correct and complete copy ofcopies (or, to the extent no written plan exists, an accurate description thereof) of such plan and all material amendments thereto, and, to the extent applicable, : (i) such Acquiror Employee Planall related trust agreements, funding arrangements and insurance contracts; (ii) the most recent annual report (Form 5500)determination, advisory or opinion letter received regarding the tax-qualified status of each Company Plan; (iii) the most recent financial statements for each trust agreement related to such Acquiror Employee Company Plan, ; (iv) the Form 5500 Annual Returns/Reports and Schedules for the most recent summary plan description year for each Acquiror Employee Plan for which such a description is required, Company Plan; (v) the most recent actuarial report relating to current summary plan description and any Acquiror Employee Plan subject to Title IV related summary of ERISA material modifications and, if applicable, summary of benefits and coverage, for each Company Plan; and (vi) the most recent IRS determination letter issued with respect all actuarial valuation reports related to any Acquiror Employee PlanCompany Plans. (b) Each Acquiror Employee Company Plan which has been established, administered, funded and maintained in compliance with its terms and Applicable Law, including but not limited to ERISA and the Code, except for failures to comply that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Plan that is intended to be qualified qualify for special tax treatment, including without limitation under Section 401(a) of the Code has received a favorable determination from Code, meets all applicable requirements for such treatment and, to the IRS covering the provisions of the Tax Reform Act of 1986 stating Company’s Knowledge, no circumstance exists that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could would reasonably be expected to affect result in the qualified status loss of such plan. Each Acquiror Employee qualified status, (ii) the Company and its Subsidiaries, where applicable, have timely made all contributions, distributions, benefits, premiums, and other payments required by and due under the terms of each Company Plan has and Applicable Law and accounting principles, and all benefits accrued under any unfunded Company Plan have been operated in all material respects paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with its terms and the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any material GAAP, (iii) no liability under Title IV of ERISA has been incurred by the Company, its Subsidiaries or any ERISA Affiliate within the past six (6) years that has not been satisfied in connection full (other than with respect to amounts not yet due), (iv) except to the extent limited by Applicable Law, each Company Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Merger Sub, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder), (v) no Company Plan is presently or has within the three (3) years prior to the date hereof, been the subject of an examination or audit by a Governmental Authority or is the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority, (vi) no Legal Action (other than routine claims for benefits) is pending against, or is threatened against, any Company Plan, (vii) neither the Company nor any of its Subsidiaries or any ERISA Affiliate has engaged in a transaction that could subject the Company, and of its Subsidiaries or any ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA and (viii) all Company Foreign Plans (A) have been operated and maintained in accordance with their terms and all Applicable Laws and the requirements of such Company Foreign Plan’s governing documents and any applicable collective bargaining or other labor agreements, (B) if they are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (C) if they are required to be funded and/or book-reserved are funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions and in accordance with Applicable Law. (c) Except as set forth in Section 4.18(c) of the Company Disclosure Schedule, no Company Plan is subject to Title IV of ERISA, and no Company Foreign Plan is a defined benefit plan (as defined in ERISA, whether or not subject to ERISA), seniority premium, termination indemnity, provident fund, gratuity or similar plan or arrangement or has any unfunded or underfunded liabilities, and neither the Company nor any of its Subsidiaries or any ERISA Affiliate sponsors, maintains, contributes to or has any current or contingent liability under or with respect to a plan that is or was subject to Section 302 or Title IV of ERISA or Section 412 of the Code. (d) Except as set forth in Section 4.18(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries or any ERISA Affiliate currently contributes to, has contributed to within the last six (6) years, or has any current or contingent material liability under or with respect to, (i) any multiemployer plan (as such term is defined in Section 3(37) of ERISA (each, a “Multiemployer Plan”)), (ii) a “multiple employer plan,” as defined under Section 4064 of ERISA, Section 210 of ERISA or Section 413(c) of the Code, or (iii) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). (e) Except as would not reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect or as set forth in Section 4.18(e) of the Company Disclosure Schedule, neither the Company, nor any of its Subsidiaries or any ERISA Affiliate, at any time, has: (i) incurred a withdrawal from a Multiemployer Plan resulting in a “complete withdrawal” or a “partial withdrawal” as defined in Sections 4203 and 4205 of ERISA, respectively, so as to result in the Company’s or any of its Subsidiaries’ joint and several obligation for any “withdrawal liability,” as defined under Section 4201 of ERISA without having fully satisfied any and all withdrawal liability for such a withdrawal; or (ii) entered into any contract or has any liability or obligations described in Section 4204 of ERISA; or (iii) engaged in any transaction (including the transactions contemplated by this Agreement) which has or could give rise to liability under Section 4069 or Section 4212(c) of ERISA. To the Company’s Knowledge, with respect to each Multiemployer Plan to which the Company, any of its Subsidiaries or any ERISA Affiliate has contributed or been obligated to contribute in the last six (6) years or with respect to which any such entity has any current or contingent liability: (i) no such Multiemployer Plan is in insolvency or is expected to become insolvent or has undergone a mass withdrawal or is projected to have a mass withdrawal as defined under Section 4219(c)(1)(D) of ERISA so as to result, directly or indirectly, in withdrawal liability for the Company or any of its Subsidiaries or any ERISA Affiliate under Title IV of ERISA; (ii) no proceeding has been initiated by any Person (including the Pension Benefit Guaranty Corporation) to terminate any such Multiemployer Plan; and (iii) except as forth on Section 4.18(e) of the Company’s Disclosure Schedule, no such Multiemployer Plan is in endangered, critical or critical and declining status, within the meaning of Section 305 of ERISA. (f) Except as set forth on Section 4.18(f) of the Company Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby (either alone or together with any Acquiror Employee other event) would (i) entitle any current or former Company Service Provider to any material payment or material benefit (including any gross-up, indemnity or reimbursement of Taxes imposed under Sections 409A or 4999 of the Code), or accelerate the time of payment, funding or vesting of any material compensation or material benefits whether under any Company Plan or otherwise, (ii) result in an obligation to fund or otherwise set aside assets to secure to any extent any of the obligations under any Company Plan, (iii) result in an “excess parachute payment” within the meaning of Section 280G(b) of the Code or give rise to the payment of any amount that would not be deductible by the Company, any of its Subsidiaries, or any of their respective Affiliates, by reason of Section 280G of the Code, or (iv) limit or restrict the right of the Company or any of its Subsidiaries to merge, amend or terminate any Company Plan. (g) There is no Contract, agreement, plan or arrangement to which the Company or any of its Subsidiaries is a party which requires the Company or any of its Subsidiaries to pay a Tax gross-up payment to, or otherwise indemnify or reimburse, any Person with respect to any Tax-related payments under Section 409A of the Code or Section 4999 of the Code. Each plan, program, agreement or arrangement that is a “nonqualified deferred compensation plan” (as such term is defined in Section 409A(d)(1) of the Code) has been established, documented, operated and maintained, in form and operation, in all material respects in compliance with Section 409A of the Code and all applicable regulations and guidance issued thereunder. (h) No Company Plan provides, and neither the Company nor any of its Subsidiaries has any obligation to provide, any post-termination, post-ownership or post-retirement medical, dental, health, life insurance or other welfare benefits to any current or former Company Service Provider or any other Person (other than coverage required to be provided under the Consolidated Omnibus Budget Reconciliation Act of 1985 or Section 4980B of the Code or similar state Applicable Law (“COBRA”)). (i) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company and its Subsidiaries (i) complies in all respects with the applicable requirements under ERISA and the Code, including COBRA, HIPAA, and the Patient Protection and Affordable Care Act, and other federal requirements for employer-sponsored health plans, and any corresponding requirements under state statutes, with respect to each Company Plan that is a group health plan within the meaning of Section 733(a) of ERISA, Section 5000(b)(1) of the Code, or such state statute, and (ii) has not incurred (whether or not assessed), and is not reasonably expected to incur or to be subject to, any Tax or other penalty under Section 4980B, 4980D or 4980H of the Code or with respect to the reporting requirements under Sections 6055 and 6056 of the Code.

Employee Benefit Plans. (a1) Set forth in Section 4.2(o) of the Company Disclosure Schedule is a complete list of each employee or director benefit plan, arrangement or agreement, whether or not written, including without limitation any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or material fringe benefit plan, program or agreement that is sponsored, maintained or contributed to by the Company or any of its Subsidiaries, or with respect to which the Company has or reasonably could incur any liability, for the benefit of current or former employees or directors or their beneficiaries (the “Company Benefit Plans”). (2) The Company has heretofore made available to Acquiror (A) true and complete copies of each of the Company Benefit Plans (or written explanations of any unwritten Company Benefit Plans) as in effect on the date hereof and amendments thereto, including summary plan descriptions; (B) the three most recent Annual Reports (Form 5500 Series) and accompanying schedules, if any; and (C) the most recent determination or opinion letter from the IRS (if applicable) for such Company Benefit Plan. (3) With respect to each Company Benefit Plan, the Company and its Subsidiaries have complied, and are now in compliance, in all material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) respects with all provisions of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of , the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, to the extent applicable, (i) such Acquiror Employee Plan, (ii) the most recent annual report (Form 5500), (iii) each trust agreement related all laws and regulations applicable to such Acquiror Employee Plan, (iv) the most recent summary plan description for Company Benefit Plans and each Acquiror Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Plan. (b) Each Acquiror Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination from the IRS covering the provisions of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. Each Acquiror Employee Company Benefit Plan has been operated administered in all material respects in accordance with its terms terms. The IRS has issued a favorable determination or opinion letter with respect to each Company Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code that has not been revoked, and, to the Company’s Knowledge, no circumstances exist and no events have occurred that could reasonably be expected to adversely affect the qualified status of any such plan or the related trust (except for changes in applicable law for which the remedial amendment period has not yet expired). No Company Benefit Plan is intended to meet the requirements of Code Section 501(c)(9). (4) All contributions required to be made by the Company to any Company Benefit Plan by applicable lawlaw or regulation or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Plan, for any period through the date hereof 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 reflected on the Company Financial Statements. Each Company Benefit Plan, if any, that is an employee welfare benefit plan under Section 3(1) of ERISA is either (A) funded through an insurance company Contract and is not a “welfare benefit fund” within the meaning of Section 419 of the Code or (B) unfunded. (5) There is no pending or, to the Company’s Knowledge, threatened Proceedings relating to the Company Benefit Plans. Neither Acquiror the Company nor any of its Subsidiaries has engaged in a transaction with respect to any Company Benefit Plan that would subject the Company or any of its Subsidiaries to a material tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA. (6) No Company Benefit Plan is subject to Title IV or Section 302 of ERISA Affiliate or Section 412 or 4971 of Acquiror the Code, and neither the Company nor any of its Subsidiaries has incurred contributed or been obligated to contribute to a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a plan that has two or more contributing, but unrelated, sponsors and that is subject to Title IV of ERISA at any time on or after December 31, 1994. No liability under Subtitle C or D of Title IV of ERISA has been or is reasonably expected to incur be incurred by the Company or any material liability of its Subsidiaries with respect to any ongoing, frozen or terminated “single-employer plan,” within the meaning of Section 4001 of ERISA, currently or formerly maintained by any of them, or the single-employer plan of any entity which is considered one employer with the Company under Title IV Section 4001 of ERISA or Section 414 of the Code (a “Company ERISA Affiliate”). No notice of a “reportable event,” within the meaning of Section 4043 of ERISA, for which the 30-day reporting requirement has not been waived has been required to be filed for any Company Benefit Plan or, to the Company’s Knowledge, by any Company ERISA Affiliate. Neither the Company nor any of its Subsidiaries or Company ERISA Affiliates has provided, or is required to provide, security to any Company Benefit Plan or any single-employer plan of a Company ERISA Affiliate. (7) Neither the Company nor any of its Subsidiaries has any obligation for retiree health, life or other welfare benefits, except for benefits and coverage required by applicable law, including, without limitation, Section 4980B of the Code and Part 6 of Title I of ERISA. There are no restrictions on the rights of the Company or any of its Subsidiaries to amend or terminate any such plan (other than reasonable and customary advance notice and consent requirements and administrative expenses) without incurring any liability thereunder. (8) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either standing alone or in connection conjunction with any Acquiror Employee other event) will (A) except as to the Persons listed in Section 4.2(o) of the Company Disclosure Schedule, result in any payment (including severance, unemployment compensation, “excess parachute” (within the meaning of Section 4999 of the Code), forgiveness of indebtedness or otherwise) becoming due to any director or any employee of the Company or any of its Subsidiaries under any Company Benefit Plan, (B) increase any benefits otherwise payable under any Company Benefit Plan, (C) result in any acceleration of the time of payment or vesting of any such benefit, or (D) affect in any way the ability to amend, terminate, merge or administer any Company Benefit Plan. (9) The Company does not maintain a Company Benefit Plan or other arrangement that is subject to Section 409A of the Code, and each Company Benefit Plan that is a nonqualified deferred compensation plan subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code since January 1, 2005. (10) The Company has not granted any awards intended to constitute performance-based compensation not subject to the deduction limit under Section 162(m) of the Code.

Employee Benefit Plans. Notwithstanding the following representations regarding employee benefit plans, with respect to any representations or warranties concerning any matter relating to or arising out of any transactions occurring before September 17, 1997, between any party in interest (as defined in Section 3(14) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and the RISCORP Management Services, Inc. Employee Stock Ownership Plan (as amended and restated as part of the RISCORP Management Services, Inc. Retirement Plan) in this Section 3.12 or elsewhere in this Agreement, such representation or warranty shall be based on RISCORP's actual knowledge without independent investigation or inquiry. (a) With respect to The RISCORP Disclosure Letter contains a list of each material employee benefit plan, program, arrangement and contract plan (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) which is maintained by or contributed to by Acquiror RISCORP or any trade RISCORP Subsidiary, each stock option, stock purchase or business other equity-based compensation plan maintained by or contributed to by RISCORP or any RISCORP Subsidiary, each other plan, program or other arrangement which provides compensation or taxable benefits to officers of RISCORP or any RISCORP Subsidiary, each employment agreement in effect with any officer or employee of RISCORP or any RISCORP Subsidiary and each agreement which provides any benefits upon a change in control of RISCORP or any RISCORP Subsidiary (individually a "RISCORP Employee Plan" and collectively the "RISCORP Employee Plans"). RISCORP has made available to Acquiror the plan documents or other writing constituting each RISCORP Employee Plan and, if applicable, the trust, insurance contract or other arrangement which holds, or which constitutes, an asset of such plan, the ERISA summary plan description for such plan and the most recent Form 5500 for such plan. RISCORP has identified those RISCORP Employee Plans which RISCORP intends to satisfy the requirements of Section 401 of the Code and has made available to Acquiror accurate copies of the most recent favorable determination letters for such plans. (b) No RISCORP Employee Plan is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. To the Knowledge of RISCORP, there does not now exist, nor do any circumstances currently exist, that could result in any liability under common control with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code other than liabilities under such laws that arise solely out of, or relate solely to, the RISCORP Employee Plans ("RISCORP Controlled Acquiror Liability") that would be a liability of RISCORP or any RISCORP Subsidiary following the Effective Time. (c) Neither RISCORP nor any RISCORP Subsidiary is, or has been, a participant in a multi employer plan (within the meaning of ERISA Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"3(37), Acquiror ). Neither RISCORP nor any RISCORP Subsidiary maintains or has made available to Target at any time maintained a true and complete copy of, to the extent applicable, (i) such Acquiror Employee Plan, (ii) the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror RISCORP Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA. Neither RISCORP nor any RISCORP Subsidiary is obligated to provide medical benefits or any other welfare benefits under any RISCORP Employee Plan which is a welfare plan as defined in Section 3(1) of ERISA and (vi) to or on behalf of any person who is no longer an employee of RISCORP or any RISCORP Subsidiary, except for health continuation coverage as required by Section 4980B of the most recent IRS determination letter issued with respect to any Acquiror Employee PlanCode or Part 6 of Title I of ERISA. (bd) Each Acquiror RISCORP Employee Plan (i) has at all times been maintained, by its terms and in operation, in accordance with all applicable laws, and (ii) which is intended to be qualified under Section 401(a) 401 of the Code has received a favorable determination from the IRS covering the provisions of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified at all times been maintained, by its terms and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. Each Acquiror Employee Plan has been operated in all material respects operation, in accordance with its terms and Section 401 of the requirements Code, in each case except where a failure to be so maintained would not have a Material Adverse Effect on RISCORP. As of applicable law. Neither Acquiror December 31, 1998, neither RISCORP nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur RISCORP Subsidiaries had any material liability under Title IV any RISCORP Employee Plan that was not reflected in 1998 Balance Sheet or disclosed in the notes thereto, other than liabilities which individually or in the aggregate would not have a Material Adverse Effect on RISCORP. (e) To the actual knowledge of RISCORP, without independent investigation or inquiry, no prohibited transaction has occurred with respect to any RISCORP Employee Plan maintained by RISCORP or any of the RISCORP Subsidiaries that would result in the imposition of an excise tax or other liability under the Code or ERISA on RISCORP or any RISCORP Subsidiary or in connection any obligation to reimburse any person for any such tax or other liability. (f) All contributions or premium payments with respect to the RISCORP Employee Plans due for any Acquiror period ending on or before the Effective Time have been or will be timely paid by RISCORP. The execution of or performance of the transactions contemplated by this Agreement will not create, accelerate or increase any obligations under the RISCORP Employee PlanPlans.

Employee Benefit Plans. (a) Section 4.14(a) of the CCE Disclosure Letter sets forth a list of each material North American Benefit Plan. Notwithstanding the foregoing, Section 4.14(a) of the CCE Disclosure Letter shall set forth each North American Benefit Plan which is a pension, severance (or termination pay), and retiree medical plan, agreement or arrangement, regardless of whether or not such plans, agreements or arrangements are material North American Benefit Plans. With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in the North American Benefit Plans set forth on Section 3(34.14(a) of ERISA) maintained the CCE Disclosure Letter, CCE has delivered or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true TCCC true, correct and complete copy copies of, to the extent applicable, (i) such Acquiror Employee Planeach North American Benefit Plan (or, in each case, descriptions thereof for any unwritten North American Benefit Plans), (ii) the most recent annual report (on Form 5500)5500 required to be filed with the IRS with respect to each North American Benefit Plan, if required, (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description description, if required, prepared for each Acquiror Employee Plan for which such a description is requiredNorth American Benefit Plan, and (viv) the most recent actuarial report relating each trust agreement and insurance or group annuity contract related to any Acquiror Employee North American Benefit Plan. Each CCE Benefit Plan that is subject to Section 302 or Title IV of ERISA and (vi) or Section 412 of the most recent IRS determination letter issued with respect Code is hereinafter referred to any Acquiror Employee in this Section 4.14 as a “Title IV Plan.” (b) Except as would not have a North American Business Material Adverse Effect, each North American Benefit Plan has been operated and administered in material compliance with its terms and with applicable Law, including ERISA and the Code. Except as provided under applicable Law or under a collective bargaining agreement, there are no limitations or restrictions on the right of CCE or any of its Subsidiaries or, after the consummation of the transactions contemplated hereby, TCCC or any of its Subsidiaries, to merge, amend or terminate any of the North American Benefit Plans set forth on Section 4.14(a) of the CCE Disclosure Letter. (c) Each Acquiror Employee North American Benefit Plan which is intended to be qualified qualify under Section 401(a) 401 of the Code has received a current, favorable determination from letter or has timely applied for a favorable determination letter, and, to the IRS covering Knowledge of CCE, no actions have occurred and no circumstances exist which are likely to result in the provisions loss of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. Each Acquiror Employee Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any material North American Benefit Plans. (d) Except as would not have a North American Business Material Adverse Effect, no liability under Title IV of ERISA has been incurred by CCE or any ERISA Affiliate that has not been satisfied in connection full, and no condition exists that presents a risk to CCE or any ERISA Affiliate of incurring any such liability, other than potential future withdrawal liability under a multiemployer pension plan (as defined in Section 4001(a)(3) of ERISA) for a withdrawal after the Effective Time and, other than liability for premiums due the Pension Benefit Guaranty Corporation (“PBGC”) (which premiums have been paid when due). Each Title IV Plan and any trust established thereunder has satisfied the “minimum funding standard” under Section 412 of the Code, whether or not waived, as of the last day of the most recent fiscal year of each Title IV Plan ended prior to the date hereof. (e) No North American Benefit Plan is (i) a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA), or (ii) a “multiple employer plan” (within the meaning of Section 413(c) of the Code). (f) Except as would not have a North American Business Material Adverse Effect, there are no pending or, to the Knowledge of CCE, threatened claims by or on behalf of any North American Benefit Plan by any employee or former employee or beneficiary covered under any such North American Benefit Plan, or otherwise involving any such North American Benefit Plan (other than routine claims for benefits). (g) Except as would not have a North American Business Material Adverse Effect, with respect to each North American Benefit Plan established or maintained outside of the United States primarily for the benefit of individuals residing outside of the United States, each such North American Benefit Plan complies in all respects with applicable Law, and each such North American Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable Governmental Entities. (h) No North American Benefit Plan provides benefits, including death or medical benefits (whether or not insured), beyond retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, (ii) death benefits or retirement benefits under any Acquiror Employee Plan“employee pension benefit plan” (as defined in Section 3(2) of ERISA), (iii) benefits, the full costs of which are borne by the participant or his or her beneficiary, or (iv) benefits under any severance plan which is not an employee pension benefit plan subject to ERISA. Except as would not have a North American Business Material Adverse Effect, there has been no failure of a North American Benefit Plan that is a group health plan (as defined in Section 5000(b)(1) of the Code) to meet the requirements of Section 4980B(f) of the Code with respect to a qualified beneficiary (as defined in Section 4980B(g) of the Code). (i) Except as would not have a North American Business Material Adverse Effect, each North American Benefit Plan that is a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) of the Code) has (i) been maintained and operated since January 1, 2005 in good faith compliance with Section 409A of the Code and all applicable IRS guidance promulgated thereunder so as to avoid any Tax under Section 409A of the Code, and (ii) since January 1, 2009, been in documentary and operational compliance with Section 409A of the Code and all applicable IRS guidance promulgated thereunder. (j) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will, either alone or in combination with another event, (i) entitle any current or former employee, officer or director of CCE or any ERISA Affiliate of CCE to any material severance pay, unemployment compensation or any other payment that must be paid by, provided by, or the cost of which is otherwise borne by any of the North American Business Entities, except as expressly provided in this Agreement, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee, former employee, officer or director, with respect to any compensation that must be paid by, provided by, or the cost of which is otherwise borne by any of the North American Business Entities, in either case, which is material to the individual, except as expressly provided in this Agreement. No North American Benefit Plan provides for the payment by any North American Business Entity of any Tax gross-up payments or similar payments in respect of any Taxes to any employees or former employees or directors or former directors who provide or provided services to CCE or any North American Business Subsidiary. (k) For purposes of this Section 4.14, Knowledge of CCE shall mean the actual knowledge of any of the individuals set forth in Section 4.14(k) of the CCE Disclosure Letter.

Employee Benefit Plans. (a) The Sellers have furnished or otherwise made available to the Purchaser prior to the date of this Agreement an accurate and complete list of each material Company Employee Plan, other than any Company Employee Plan mandated by applicable Law to which the sole liability of the Company and its Subsidiaries is to make contributions required by Law including plans or programs maintained by a Governmental Authority requiring the payment of social insurance taxes or similar contributions by the Company or its Subsidiaries to a fund of a Governmental Authority with respect to wages of an employee. With respect to each material employee benefit planCompany Employee Plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror Sellers has made available to Target a true and complete copy ofthe Purchaser, to the extent applicable, (i) copies of each such Acquiror Company Employee PlanPlan document, including all material amendments thereto, and all related trust documents, (ii) the most recent annual report (Form 5500)if such Company Employee Plan is not in written form, a written description of such Company Employee Plan and any material written interpretations thereof that have previously been provided or made available to employees, (iii) each trust agreement related to such Acquiror Employee Planthe most recently prepared actuarial report, and (iv) all material correspondence to or from any Governmental Authority received in the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, last three (v3) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued years with respect to any Acquiror such Company Employee Plan. (b) Each Acquiror material Company Employee Plan has, in all material respects, been established, operated and maintained in compliance with its terms and with applicable Law (including any special provisions relating to qualified plans where such Company Employee Plan was intended so to qualify). (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) all contributions or other amounts payable by a Group Company with respect to each Company Employee Plan in respect of current or prior plan years have been paid or accrued in accordance with generally accepted accounting principles, and (ii) there are no claims (other than for benefits incurred in the ordinary course) or Actions pending, or, to the knowledge of the Sellers, threatened against any Company Employee Plan or against the assets of any Company Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination from the IRS covering the provisions of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect result in any liability to the qualified status Company or any of such plan. Each Acquiror Employee Plan has been operated in all material respects in accordance with its terms and Subsidiaries. (d) Except as expressly provided under this Agreement, neither the requirements execution of applicable law. Neither Acquiror this Agreement, shareholder approval of this Agreement, nor any ERISA Affiliate the consummation of Acquiror has incurred the Transactions alone (whether alone or is reasonably expected to incur any material liability under Title IV of ERISA in connection with any Acquiror additional or subsequent events such as a termination of employment), will (i) entitle any current or former director, employee or consultant of any Group Company to material compensation in the form of a severance payment or similar payment, (ii) accelerate the time of payment or vesting or result in any payment or funding of compensation or benefits under, increase the amount payable or result in any other obligation pursuant to, any of the Company Employee PlanPlans, or (iii) limit or restrict the right to merge, materially amend, terminate or transfer the assets of any Company Employee Plan on or following the Closing, other than in the case of (i) and (ii), continued coverage under applicable Company Employee Plans for a specified duration no longer than twelve months upon any resignation or termination following the consummation of the Transaction.

Employee Benefit Plans. (a) With respect to Section 4.13(a) of the Company Disclosure Schedule sets forth a correct and complete list of each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror Company Benefit Plan. The Company has made available to Target a true Parent correct and complete copy ofcopies (or, if a plan or arrangement is not written, a written description) of all material Company Benefit Plans and amendments thereto, and, to the extent applicable, : (i) such Acquiror Employee Planall plan documents and all amendments thereto, and all related trust, or other funding documents, insurance contract, and any other material related agreement, and in the case of unwritten material Company Benefit Plans, written descriptions thereof, (ii) the most recent determination letter, ruling, opinion letter, information letter, or advisory opinion issued by the IRS or the United States Department of Labor, (iii) the most recently filed annual return/report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Planand accompanying schedules and attachments thereto, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredrecently prepared actuarial report and financial statements, (v) the most recent actuarial report relating prospectus or summary plan descriptions and any material modifications thereto, and (vi) all material and non-routine filings, documents, and correspondence received from or provided to any Acquiror Employee Governmental Entity. (b) None of the Acquired Companies nor any ERISA Affiliate thereof sponsors, maintains or contributes or is obligated to contribute to, or has in the past six (6) years sponsored, maintained or contributed or in the past six (6) years has been obligated to contribute to, nor is any of the Acquired Companies nor any ERISA Affiliate thereof reasonably expected to have any direct or indirect liability with respect to, Company Benefit Plan subject to Title IV of ERISA and (vior any multiemployer plan within the meaning of Section 4001(a)(3) the most recent IRS determination letter issued with respect to any Acquiror Employee Planor 3(37) of ERISA. (bc) Each Acquiror Employee Company Benefit Plan which is intended to be qualified under Section 401(a) of the Code has received or is permitted to rely upon a favorable determination from or opinion letter, or has time remaining for application to the IRS covering the provisions for a determination of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. Company Benefit Plan for any period for which such Company Benefit Plan would not otherwise be covered by an IRS determination and, to the Knowledge of the Company, there are no circumstances that would reasonably be expected to adversely affect such qualification. (i) Each Acquiror Employee Company Benefit Plan has been operated maintained in all material respects in accordance compliance with its terms and with the requirements prescribed by applicable Laws, including ERISA and the Code; (ii) no material litigation has commenced with respect to any Company Benefit Plan (other than routine claims for benefits) and, to the Knowledge of the Company, no such litigation is threatened; (iii) all contributions or other amounts payable by any of the Acquired Companies with respect to each Company Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with applicable law. Neither Acquiror nor any ERISA Affiliate Law; and (iv) there are no governmental audits or investigations pending or, to the Knowledge of Acquiror has incurred or is reasonably expected to incur any material liability under Title IV of ERISA the Company, threatened in writing in connection with any Acquiror Employee Company Benefit Plan. (e) No Company Benefit Plan provides for post-retirement or post-termination health, life insurance, or other welfare benefits except as required under Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or similar state Law. (f) Each Company Benefit Plan that is a “non-qualified deferred compensation plan” (as such term is defined in Section 409A(d)(1) of the Code) has been operated and maintained in all material respects in compliance with the requirements of Section 409A of the Code and applicable guidance issued thereunder. (g) Except as set forth on Section 4.13(g) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the Transactions will (either alone or together with any other event): (i) except as expressly provided in Section 3.7, result in, or cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any severance, bonus, or other payment or benefit (including forgiveness of indebtedness) to any current or former employee, officer, director or other service provider of any Acquired Company; (ii) limit or restrict the right of any of the Acquired Companies, or after the effective time, Parent or the Surviving Corporation, to merge, amend, or terminate any Company Benefit Plan; or (iii) result in any “parachute payment” (as defined in Section 280G(b)(2) of the Code). (h) None of the Acquired Companies has any obligation to pay or provide any Tax “gross-up” or similar “make-whole” payments or indemnities to any current or former employee, officer director, or other service provider of any Acquired Company.

Employee Benefit Plans. (a) Section 3.17(a) of the Disclosure Schedule contains a true and complete list of all Benefit Plans. With respect to each material employee benefit planBenefit Plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained the Company has provided or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a Parent true and complete copy of, to the extent copies (if applicable, ) of (i) such Acquiror Employee the current plan documents and amendments thereto, or, in the case of an unwritten, Benefit Plan, a written description of its material terms, (ii) the most recent annual report determination or opinion letters (Form 5500)as applicable) from the IRS, (iii) each trust agreement related to such Acquiror Employee Planthe current summary plan descriptions, including summaries of material modification, (iv) annual reports on Form 5500 for the three most recent summary recently completed plan description for each Acquiror Employee Plan for which such a description is requiredyears, (v) all current trust agreements, insurance contracts and other documents relating to the funding or payment of benefits under any Benefit Plan, and (vi) material correspondence relating to any such Benefit Plan between the Company, its Subsidiaries or their representatives and any Governmental Authority within three years prior to the date hereof. (b) Each Benefit Plan has been maintained, operated and administered in accordance with its terms and all applicable Laws, except for non-compliance that, individually or in the aggregate, is not material. All Benefit Plans intended to be qualified within the meaning of Section 401(a) of the Code are so qualified and have received favorable determination, advisory or opinion letters, as applicable, from the IRS, to the effect that such Benefit Plans are so qualified, and each trust created under any Benefit Plan has been determined by the IRS to be exempt from Tax under the provisions of Section 501(a) of the Code. No event has occurred since the date of the most recent actuarial report determination letter relating to any Acquiror Employee such Benefit Plan that would reasonably be expected to adversely affect the qualification of such Benefit Plan. All (i) contributions, transfers or payments required to be made to, (ii) insurance premiums required to be paid with respect to, and (iii) benefits, expenses and other amounts due and payable under each Benefit Plan required by applicable Law or the terms of such Benefit Plan have been paid, made or, if applicable, accrued in all respects in accordance with GAAP. There have been no non-exempt “prohibited transactions” within the meaning of Section 4975 of the Code or Section 406 of ERISA or breaches of any of the duties imposed on “fiduciaries” (within the meaning of Section 3(21) of ERISA) by ERISA with respect to the Benefit Plans that would result in liability (contingent or otherwise) to the Company or its Subsidiaries. (c) Neither the Company, its Subsidiaries nor any of their ERISA Affiliates currently sponsors, maintains, contributes to or is required to contribute to, or has in the past six years had any liability or obligation (contingent or otherwise) with respect to any plan that (i) is subject to Title IV of ERISA or Section 412 of the Code, including a “multiemployer plan” within the meaning of Section 3(37) of ERISA, (ii) is a “multiple employer plan” within the meaning of Section 413 of the Code, (iii) is a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA, or (iv) is a “defined benefit plan” within the meaning of Section 3(35) of ERISA. With respect to each Benefit Plan, (A) no condition exists that presents a material risk to the Company of incurring a liability under Title IV of ERISA, (B) the Pension Benefit Guaranty Corporation has not instituted proceedings under Section 4042 of ERISA to terminate any Benefit Plan, and (viC) no event has occurred that would be reasonably expected to subject the most recent IRS determination letter issued with respect Company or any of its Subsidiaries to any Acquiror Employee PlanTax, fine, Lien (other than Permitted Liens), penalty or other liability imposed by ERISA, the Code or other applicable Laws, rules and regulations. (bd) Each Acquiror Employee Plan which The Company, its Subsidiaries and their ERISA Affiliates are in compliance, in all material respects, with the continuation coverage requirements required under Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code. (e) The Company (i) offers coverage to all Full-Time Employees of the Company that is intended to be qualified under Affordable and provides Minimum Value in material compliance with Section 401(a) 4980H of the Code has received a favorable determination from and the IRS covering regulations and guidance issued thereunder, (ii) accurately and timely is in material compliance with the provisions mandatory employer reporting requirements of the Tax Reform Act Section 6055 and Section 6056 of 1986 stating that such Acquiror Employee Plan is so qualified PPACA, and nothing (iii) no event has occurred since the date of such letter that could would reasonably be expected to affect subject the qualified status Company to any excise taxes set forth in Section 4980H of the Code. For purposes of this Section 3.17(e), the terms “Full-Time Employee,” “Affordable” and “Minimum Value” shall have the meanings ascribed to them under PPACA. (f) There are no pending or, to the Knowledge of the Company, Actions or investigations threatened involving any of the Benefit Plans (except for routine claims for benefits payable in the normal operation of the Benefit Plans) that would reasonably be expected to result in liability to the Company or its Subsidiaries. (g) Except as set forth on Section 3.17(g) of the Disclosure Schedule, the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event, (i) accelerate the time of payment or vesting, or trigger any payment or funding (through a grantor trust or otherwise) of, compensation or benefits under, increase the amount payable or trigger any other obligation pursuant to, any Benefit Plan or (ii) result in payments under any Benefit Plan that would not be deductible under Section 280G of the Code. (h) Except as set forth on Section 3.17(h) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has any liability (contingent or otherwise) in respect of post-retirement health, medical or life insurance benefits for retired, former or current employees of the Company or its Subsidiaries, except as required under Section 4980B of the Code. (i) Each Benefit Plan that is a “nonqualified deferred compensation plan” (as such plan. Each Acquiror Employee Plan term is defined in Section 409A(d)(1) of the Code) has been documented and operated in material compliance with Section 409A of the Code. The Company and its Subsidiaries have no obligation to “gross-up,” indemnify or otherwise reimburse any employee or any other Person for any Tax incurred by such employee or Person under Section 409A or Section 4999 of the Code. (j) Each Benefit Plan which is maintained outside of the United States (i) has been maintained, operated and funded in all material respects in accordance conformance with its terms the applicable statutes or governmental regulations and rulings relating to such Benefit Plan in the jurisdiction in which such Benefit Plan is present or operates and, to the extent relevant, the United States, (ii) that is intended to qualify for special Tax treatment meets all material requirements of for such treatment and (iii) to the extent required by applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror Law, has incurred or is reasonably expected to incur any material liability under Title IV of ERISA in connection been registered with any Acquiror Employee Planthe applicable Governmental Authority.

Employee Benefit Plans. (a) With Section 4.13(a) of the Company Disclosure Schedule sets forth a list of each material Company Benefit Plan. The Company has made available to Parent and Merger Sub true, correct and complete copies of (i) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, a description thereof), (ii) the most recent annual reports on Form 5500 required to be filed with the IRS with respect to each material Company Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required; and (iv) each trust agreement and insurance or group annuity contract relating to any Company Benefit Plan. (b) The Company Benefit Plans are all in compliance with their terms and the applicable provisions of ERISA, the Code and all other Applicable Laws, except for any noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect There are no Proceedings or claims (other than routine claims for benefits) pending or, to the Knowledge of the Company, threatened, anticipated or expected to be asserted with respect to any Company Benefit Plan or any related trust or other funding medium thereunder or with respect to the Company or any ERISA Affiliate as the sponsor or fiduciary thereof or with respect to any other fiduciary thereof other than as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (i) All Company Benefit Plans that are “employee benefit plan, program, arrangement and contract pension plans” (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, to the extent applicable, (i) such Acquiror Employee Plan, (ii) the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Plan. (b) Each Acquiror Employee Plan which is that are intended to be tax qualified under Section 401(a) of the Code has received that are sponsored, administered or maintained by the Company or any of its Subsidiaries (each, a favorable determination from the IRS covering the provisions of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is “Company Pension Plan”) are so qualified and nothing (ii) no event has occurred since the date of the most recent determination letter or application therefor relating to any such letter Company Pension Plan that could reasonably be expected to would adversely affect the qualified status qualification of such planCompany Pension Plan. Each Acquiror Employee Plan The Company has made available to Parent and Merger Sub a complete copy of the most recent determination letter received with respect to each Company Pension Plan. (d) None of the Company Benefit Plans provides retiree medical or other retiree welfare benefits to any Person, other than health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA. (e) All material contributions, premiums and benefit payments under or in connection with the Company Benefit Plans that are required to have been operated in all material respects made in accordance with the terms of the Company Benefit Plans have been timely made. (f) No Company Benefit Plan is, and neither the Company nor any of its terms and Subsidiaries nor any of their respective ERISA Affiliates, maintain, sponsor or contribute to, or have, in the requirements past six years, maintained, sponsored or contributed to (i) an employee benefit plan subject to Title IV of applicable lawERISA or Section 412 of the Code; (ii) a “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA) (“Multiemployer Plan”); (iii) a “multiple employer plan” (within the meaning of Section 413(c) of the Code) (“Multiple Employer Plan”); or (iv) a multiple employer welfare arrangement (within the meaning of Section 3(40) of ERISA) (“MEWA”). Neither Acquiror the Company nor any ERISA Affiliate of Acquiror its Subsidiaries has incurred or is reasonably expected likely to incur any material liability under Title IV of ERISA ERISA, including any liability in connection with (i) the termination or reorganization of any Acquiror Employee employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan or MEWA, and no fact or event exists that would give rise to any such liability. (g) Neither the Company nor any of its Subsidiaries is obligated to make any payments, including under any Company Benefit Plan, in connection with the transactions contemplated by this Agreement (either alone or in combination with any other event) that reasonably could be expected to be “excess parachute payments” pursuant to Section 280G of the Code. Neither the Company nor any of its Subsidiaries is obligated to pay a Tax gross-up or reimbursement payment to any Employees. (h) None of the Company Benefit Plans: (i) provides for the payment of separation, severance, termination or similar-type benefits to any person; (ii) obligates the Company or any of its Subsidiaries to pay separation, severance, termination or similar-type benefits solely or partially as a result of the transactions contemplated by this Agreement; or (iii) obligates the Company or any of its Subsidiaries to make any payment or provide any benefit as a result of the transactions contemplated by this Agreement. (i) No Person that has entered into a development agreement or franchise agreement with the Company or any of its Subsidiaries, nor any employee, officer, director or other individual service provider of such a Person, participates in or is eligible to participate in or is a party to any Company Benefit Plan. (j) Since January 1, 2019, to the Knowledge of the Company, no Governmental Authority has provided written notice alleging that the Company or any Subsidiary of the Company is a joint or co-employer of or has any liability whatsoever with respect to any employees of any Company Franchisee, and no determination (preliminary or otherwise) has been made by any Governmental Authority that the Company or any Subsidiary of the Company is a joint or co-employer or has any liability whatsoever with respect to any employees of any other employer, including employees of Company Franchisees.

Employee Benefit Plans. (a) Schedule 3.13 sets forth a list of each material Employee Benefit Plan currently maintained, sponsored in whole or in part or contributed to by the Company or its Subsidiaries or under which the Company or any of its Subsidiaries has any obligation or liability, contingent or otherwise (together with each Employee Benefit Plan not listed on Schedule 3.13 due to it not being a material Employee Benefit Plan, but that is currently maintained, sponsored in whole or in part or contributed to by the Company or its Subsidiaries or under which the Company or any of its Subsidiaries has any obligation or liability, contingent or otherwise, the “Plans”). Each of the Plans that is intended to be qualified under Code §401(a), has received a current favorable determination letter from the Internal Revenue Service or is a prototype plan and the Company is entitled to rely on an opinion letter issued by the Internal Revenue Service to the prototype plan sponsor regarding qualification of the form of the prototype plan. The Plans comply in form and in operation in all material respects with the requirements of the Code, ERISA, and any other Law, rule, regulation, or ordinance governing each Plan and the Company has not received any notice questioning or challenging such compliance. (b) With respect to each material employee benefit planthe Plans, programall contributions required (i) prior to the date hereof have been made or properly accrued, arrangement and contract (includingii) prior to the Closing Date will have been made or properly accrued prior to the Closing Date. (c) With respect to the Plans set forth on Schedule 3.13, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed the Company has provided to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a Purchaser true and complete copy of, to the extent applicable, copies of (i) such Acquiror Employee Plan, each Plan and all amendments thereto; (ii) the most recent annual report (Form 5500), summary plan descriptions and any material modifications thereto; (iii) each trust agreement related to such Acquiror Employee Plan, the most recent determination letter received from the Internal Revenue Service regarding the Plans (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredForm 5500 annual report, and (v) copies of any filings within the most recent actuarial report relating past three years with the Internal Revenue Service or for the Company’s internal records under Revenue Procedure 2013-12 or its predecessor revenue procedures (EPCRS Program), “Audit CAP” failings and “SCP” documents (as such terms are defined under Revenue Procedure 2013-12), and any filings within the past three years with the Department of Labor under its Voluntary Fiduciary Compliance Program (or predecessor program). (d) Neither the Company nor any of its Subsidiaries maintains, sponsors, contributes to or have any Acquiror Employee Plan liability with respect to, (i) any employee benefit plan that is subject to Title IV of ERISA or Code §412, (ii) any “multiemployer plan” (as such term is defined under Section 3(37) of ERISA) (iii) a “multiple employer plan” (meaning a plan sponsored by more than one employer within the meaning of ERISA Sections 4063 or 4064 or Code §413(c)), including on account of any ERISA Affiliate, or (iv) in relation to the UK, an occupational pension scheme that is not a money purchase scheme (as such terms are defined in section 181 of the Pension Schemes Act 1993). Neither the Company nor any of its Subsidiaries has any obligation to provide post-employment health, life or other welfare benefits other than as required under Code §4980B or any similar applicable Law. In relation to the UK, (i) no employee, and no former employee or officer of the UK Subsidiary, has any right to pension, lump sum, gratuity or other like benefit arising as a result of a transfer of their employment to the UK Subsidiary under either the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended) or the Transfer of Undertakings (Protection of Employment) Regulations 2006 and (viii) neither the most recent IRS determination letter issued Company nor any of its Subsidiaries has been an associate of or connected with (within the meaning of section 38 and section 51 of the Pensions Act 2004) any Person who is or has been an employer in relation to an occupational pension scheme that is not a money purchase scheme (as such terms are defined in section 181 of the Pension Schemes Act 1993). (e) There are no proceedings pending (other than routine claims for benefits) or threatened with respect to any Acquiror Employee a Plan or the assets of a Plan. (bf) Each Acquiror Employee Plan which is intended All individuals participating in (or eligible to be qualified under Section 401(aparticipate in) the Plans are common law employees of the Code has received a favorable determination from the IRS covering the provisions Company or its ERISA Affiliates. (g) The consummation of the Tax Reform Act transactions contemplated by this Agreement (alone or together with any other event) will not (i) entitle any person to any benefit under any Plan (which such person otherwise would not be entitled in the absence of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date consummation of such letter that could reasonably be expected the transactions contemplated by this Agreement) or (ii) accelerate the time of payment or vesting or increase the amount of any compensation or other benefit due to affect any person under any Plan. (h) Except as set forth on Schedule 3.13(h), the qualified status of such plan. Each Acquiror Employee Plan has been operated in all material respects in accordance Company may amend or terminate (with its terms and or without notice, delay, liability, fees or other expenses) each group welfare or retirement Plan, subject to the requirements of applicable law. Neither Acquiror nor Law. (i) The Company and its Subsidiaries have no legally binding commitment to create any ERISA Affiliate of Acquiror has incurred additional Plans or is reasonably expected to incur amend or modify any material liability existing Plan other than amendments required by Law or those that would not materially increase the costs under Title IV of ERISA in connection with any Acquiror Employee such Plan.

Employee Benefit Plans. (a) Section 3.12(a) of the Company Disclosure Schedule sets forth a complete and accurate list of each material Company Benefit Plan. With respect to each Company Benefit Plan, the Company has provided to the Purchaser complete and accurate copies of (A) each such Company Benefit Plan, including any material employee benefit planamendments thereto, programand descriptions of all material terms of any such plan that is not in writing, arrangement (B) each trust, insurance, annuity or other funding Contract related thereto, (C) all summary plan descriptions, including any summary of material modifications, and contract any other material notice or description provided to employees, (includingD) the two most recent financial statements and actuarial or other valuation reports prepared with respect thereto, without limitation(E) the most recently received IRS determination letter, if any, issued by the IRS with respect to any "employee benefit plan" as defined in Company Benefit Plan that is intended to qualify under Section 3(3401(a) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, to the extent applicableCode, (i) such Acquiror Employee Plan, (iiF) the most recent annual report reports on Form 5500 (Form 5500), (iiiand all schedules thereto) each trust agreement related required to such Acquiror Employee Plan, (iv) be filed with the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA IRS with respect thereto and (viG) all other material filings and material correspondence with any Governmental Entity (including any correspondence regarding actual or, to the most recent IRS determination letter issued knowledge of the Company, threatened audits or investigations) with respect to any Acquiror Employee each Company Benefit Plan. (b) Each Acquiror Employee Company Benefit Plan which (and any related trust or other funding vehicle) has been maintained and administered in all material respects in accordance with its terms and is in compliance in all material respects with ERISA, the Code and all other applicable laws. (c) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has timely received or applied for a favorable determination letter or is entitled to rely on a favorable opinion letter from the IRS covering IRS, in either case, that has not been revoked and, to the provisions knowledge of the Tax Reform Act of 1986 stating Company, no event or circumstance exists that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could adversely affected or would reasonably be expected to materially and adversely affect the qualified status of such plan. Each Acquiror Employee Plan has been operated in all material respects in accordance with its terms and the requirements of applicable lawqualification or exemption. Neither Acquiror the Company nor any Company Subsidiary, with respect to any Company Benefit Plan, has engaged in any non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) which could result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material tax imposed by Section 4975 of the Code on the Company or any Company Subsidiary. (d) No Company Benefit Plan is, and neither the Company nor any ERISA Affiliate of Acquiror thereof sponsors, maintains, contributes to, or has incurred ever sponsored, maintained, contributed to, or has any actual or contingent liability with respect to any (i) single employer plan or other pension plan that is reasonably expected subject to incur any material liability under Section 302 or Title IV of ERISA or Section 412 of the Code, (ii) “multiple employer plan” within the meaning of Section 413(c) of the Code, (iii) any “multiemployer plan” within the meaning of Section 3(37) of ERISA) or (iv) multiple employer welfare arrangement (within the meaning of Section 3(40) of ERISA). (e) With respect to each “disqualified individual” (as defined in connection Section 280G(c) of the Code) who could receive any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code), the Company has made available or will make available as soon as reasonably practicable following the date hereof to Parent and the Purchaser (i) a list of such Person’s name and title (ii) Form W-2s for the five years ending 2012 (or for such shorter period during which a disqualified individual provided service to the Company) and (iii) a list of Company Benefit Plans providing for “parachute payments” (as defined in Section 280G(b)(2) of the Code) such Person could receive. Except as set forth in Section 3.12(e) of the Company Disclosure Schedule, none of the execution, delivery or performance of this Agreement by the Company, the acceptance for payment or acquisition of Shares pursuant to the Offer, the exercise of the Top-Up Option, the consummation by the Company of any transaction contemplated by this Agreement, nor the Company’s compliance with any Acquiror Employee of the provisions of this Agreement (alone or in conjunction with any other event, including any termination of employment on or following the Effective Time), will result in any “parachute payment” under Section 280G of the Code. (f) The Company and each Company Subsidiary does not have any material liability in respect of, or obligation to provide, post-retirement health, medical, disability or life insurance benefits for retired, former or current employees, consultants or directors of the Company or Company Subsidiaries (or the spouses, dependent or beneficiaries of any of the foregoing), whether under a Company Benefit Plan or otherwise, except as required to comply with Section 4980B of the Code or any similar law. (g) None of the execution, delivery or performance of this Agreement by the Company, the acceptance for payment or acquisition of Shares pursuant to the Offer, the exercise of the Top-Up Option, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will (either alone or in conjunction with any other event, including any termination of employment on or following the Effective Time) (i) entitle any employee, officer or director of the Company or any Company Subsidiary to any compensation or benefit or forgiveness of indebtedness, (ii) accelerate the time of payment or vesting, increase the amount of payment, or trigger any payment or funding, of any compensation or benefit or trigger any other material obligation under any Company Benefit Plan, or (iii) trigger any funding (through a grantor trust or otherwise) of compensation, equity award or other benefits. (h) No Company Benefit Plan provides for any gross-up, reimbursement or additional payment by reason of any Tax imposed under Section 409A or Section 4999 of the Code. Each material Company Benefit Plan that constitutes a nonqualified deferred compensation plan (within the meaning of Section 409A of the Code) is set forth in Section 3.12(h) of the Company Disclosure Schedule and has been maintained and operated in material good faith documentary and operational compliance with Section 409A of the Code or an available exemption therefrom. (i) No action, suit or claim (excluding claims for benefits incurred in the ordinary course) or audit has been brought or is pending or, to the knowledge of the Company, threatened against or with respect to any Company Benefit Plan. Except as set forth in Section 3.12(i) of the Company Disclosure Schedule, no Company Benefit Plan is maintained outside the jurisdiction of the United States, or covers any employee residing or working outside the United States

Employee Benefit Plans. (a) Section 3.15(a) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of all material Company Employee Plans. (b) With respect to each material employee benefit planCompany Employee Plan in effect on the date of this Agreement, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror Company has made available to Target a true and complete copy of, the Parent prior to the extent applicable, date of this Agreement a complete and accurate copy of (i) such Acquiror Company Employee Plan, (ii) the most recent filed annual report (Form 5500)) filed with the IRS, including all schedules thereto, if any, (iii) each trust agreement related the most recent determination letter or opinion letter, if any, from the IRS for any Company Employee Plan that is intended to such Acquiror Employee Planqualify under Section 401(a) of the Code, (iv) the most recent each trust agreement, group annuity contract and summary plan description for each Acquiror description, if any, relating to such Company Employee Plan for which such a description is required, and (v) the most recent all contracts and other material documentation (e.g., actuarial report reports) relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror each Company Employee Plan. (bc) Each Acquiror Company Employee Plan is being administered in accordance with ERISA, the Code and all other applicable laws and the regulations thereunder and in accordance with its terms, except for failures to so administer such Company Employee Plan as are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (d) With respect to the Company Employee Plans, there are no benefit obligations for which is contributions have not been made or properly accrued to the extent required by GAAP, except for failures to make such contributions or accruals for contributions as are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (e) All the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code has have received a favorable determination letters from the IRS covering to the provisions effect that such Company Employee Plans are qualified and the plans and trusts related thereto are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Tax Reform Act Code, or are based on prototype or volume submitter documents that, to the Company’s Knowledge, have received such letters, and no such determination letter has been revoked and revocation has not been threatened, and no act or omission has occurred, that would adversely affect its qualification. (f) None of 1986 stating that such Acquiror Employee Plan is so qualified and nothing the Company, any of the Company’s Subsidiaries or any of their ERISA Affiliates has occurred since the date of such letter that or could reasonably be expected to affect have any direct or contingent Liability with respect to any (i) “defined benefit plan” (as defined in Section 414 of the qualified status Code), (ii) “multiemployer plan” (as defined in Section 3(37) of such ERISA, (iii) a “multiple employer plan. Each Acquiror ” (as defined in Section 4063 or 4064 of ERISA), (iv) “funded welfare plan” within the meaning of Section 419 of the Code or (v) any Company Employee Plan has been operated in all material respects in accordance with its terms and that is subject to Section 302 of ERISA, Section 412 of the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred Code or is reasonably expected to incur any material liability under Title IV of ERISA in connection ERISA. (g) Neither the Company nor any of its Subsidiaries is a party to any written (i) agreement with any Acquiror stockholders, director, executive officer or other key employee of the Company or any of its Subsidiaries (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee or (C) providing severance benefits or other benefits after the termination of employment of such director, executive officer or key employee; or (ii) agreement or plan binding the Company or any of its Subsidiaries, including any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan or severance benefit plan, any of the benefits of which shall be increased, or the vesting of the benefits of which shall be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. (h) None of the Company Employee PlanPlans promises or provides retiree medical or other retiree welfare benefits to any Person, except as required by applicable law. (i) There is no contract, plan, agreement or arrangement to which the Company or any of its Subsidiaries is a party, which, individually or collectively, could, and neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (either alone or in conjunction with any other event) will, give rise to the payment of any amount that would not be deductible pursuant to Section 280G of the Code. (j) Each Company Employee Plan and contract, agreement, plan or arrangement between the Company or any of its Subsidiaries and any Company Employee, in each case, that is a “nonqualified deferred compensation plan” (as such term is defined in Section 409A(d)(1) of the Code) subject to Section 409A of the Code (or any state law equivalent) and the regulations and guidance thereunder (“Section 409A”) has been at all times since January 1, 2005 (or, if later, the date it became effective) in operational compliance with Section 409A and at all times since January 1, 2009 (or, if later, the date it became effective) in documentary compliance, except, in each case, (i) for non-qualified deferred compensation plans that have been corrected in their entirety through a method and in a manner and timeframe specifically permitted by, and meeting all requirements of, Section 409A and thereafter remained in full compliance with Section 409A or (ii) failures to be in operational or documentary compliance as are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. There is no contract, agreement, plan or arrangement to which the Company or any of its Subsidiaries is a party covering any employee of the Company that, individually or collectively, could require the Company or any of its Subsidiaries to pay a Tax gross up payment to, or otherwise indemnify or reimburse, any employee for Tax-related payments under Section 409A.

Employee Benefit Plans. (a) With A list of all SCB Employee Plans (as hereinafter defined) is set forth in the SCB Disclosure Letter. SCB has delivered or made available to Acquiror true and complete copies of the following documents, as they may have been amended to the date hereof, embodying or relating to SCB Employee Plans: Each of the SCB Employee Plans, including all amendments thereto, any related trust agreements, insurance policies or any funding agreements; the most recent determination letter from the IRS with respect to each of the SCB Employee Plans; the actuarial evaluation, if any, for the most recent plan year prepared for each of the SCB Employee Plans; and the most recent annual return/report on IRS Forms 5500, 5500-C or 5500-R for each of the SCB Employee Plans for which such report was prepared. (i) Each of the SCB Employee Plans has been administered in substantial compliance with any applicable requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and the Code. There is no material employee pending or, to the knowledge of SCB, threatened litigation relating to the SCB Employee Plans. (ii) Each of the SCB Employee Plans for which SCB has claimed a deduction under Code Section 404, as if such SCB Employee Plan were qualified under Code Section 401(a), has received a favorable determination letter from the IRS as to the tax qualification of such SCB Employee Plan with respect to "TRA" (as defined in Section 1 of Rev. Proc. 93-39), and to the knowledge of SCB such favorable determination has not been modified, revoked or limited by failure to satisfy any condition thereof or by a subsequent amendment to, or failure to amend, such SCB Employee Plan. (iii) To SCB's knowledge, neither SCB nor SC Bank, nor any other "disqualified person" or "party in interest" (as defined in Code Section 4975 and Section 3(14) of ERISA, respectively) with respect to an SCB Employee Plan has engaged in any "prohibited transaction" (as defined in Code Section 4975 or Sections 406 or 407 of ERISA) that could reasonably be expected to subject SCB or SC Bank to any material tax, penalty or liability under Code Section 4975 or Title I of ERISA. (iv) No SCB Employee Plan is a "multiple employer plan" within the meaning of Code Section 413 or a "multiemployer plan" within the meaning of Section 3(37) of ERISA and neither SCB nor SC Bank has contributed to a multiemployer plan at any time on or after September 26, 1980. (v) No liability under Subtitle C or D of Title IV of ERISA has been or is expected to be incurred by SCB or SC Bank that has not been satisfied with respect to any ongoing, frozen or terminated "single-employer plan", within the meaning of Section 4001(a) (15) of ERISA, currently or formerly maintained by either of them, or the single-employer plan maintained by any entity which is considered one employer with SCB under Section 4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate") during the period of such affiliation, other than with respect to PBGC premiums substantially all of which have been paid when due. No notice of a "reportable event", within the meaning of Section 4043 of ERISA, for which the 30-day reporting requirement has not been waived, has been required to be filed for any SCB Employee Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof or will be required to be filed in connection with the transactions contemplated by this Agreement. (vi) All contributions required to be made under the terms of any SCB Employee Plan have been timely made or have been reflected on the balance sheets or statements of condition contained or incorporated by reference in the SCB Reports, to the extent required by GAAP. Neither any SCB Employee Plan nor any single-employer plan of an ERISA Affiliate has an "accumulated funding deficiency" (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA and no ERISA Affiliate has an outstanding funding waiver. Neither SCB nor SC Bank has provided, or is required to provide, security to any SCB Employee Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the Code. (vii) Under each SCB Employee Plan which is a single-employer plan (as defined above), as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of all "benefit planliabilities", programwithin the meaning of Section 4001(a)(16) of ERISA (as determined on the basis of the actuarial assumptions contained in the Plan's most recent actuarial valuation), arrangement did not exceed the then current value of the assets of such Plan, and contract there has been no material change in the financial condition of such Plan since the last day of the most recent plan year. (includingviii) Continuation health care coverage requirements and notice requirements under Code Section 4980B and Sections 601 through 608 of ERISA have been satisfied in all material respects with respect to all current or prior employees of SCB and SC Bank and any "qualified beneficiary" of any such employees (within the meaning of Code Section 4980B(g)). (ix) No SCB Employee Plan provides for retiree medical benefits. (x) Except as is specifically contemplated by this Agreement, without limitationthe consummation of the transactions contemplated by this Agreement will not (x) entitle any Employees of SCB or SC Bank to severance pay, (y) accelerate the time of payment or vesting or trigger any payment of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of the Acquiror Employee Plans or (z) result in any breach or violation of, or a default under, any of the SCB Employee Plans. (c) For purposes hereof, the term "SCB EMPLOYEE PLAN" means any "employee benefit plan" (as defined in Section 3(3) of ERISA) maintained as well as any other written or contributed to by Acquiror formal plan or contract involving direct or indirect compensation under which SCB or SC Bank has any trade present or business which is under common control with Acquiror within the meaning future obligations or liability on behalf of Section 414 its employees or former employees or their dependents or beneficiaries, including, but not limited to, each retirement, employee stock ownership, cash or deferred, each other deferred or incentive compensation, bonus, stock options, employee stock purchase, "phantom" stock or stock appreciation rights plan, each other program providing payment or reimbursement for or of the Code (the medical, dental or visual care, counselling, or vacation, sick, disability or severance pay and each other "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, to the extent applicable, (i) such Acquiror Employee Plan, (ii) the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary fringe benefit" plan description for each Acquiror Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Planor arrangement. (b) Each Acquiror Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination from the IRS covering the provisions of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. Each Acquiror Employee Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any material liability under Title IV of ERISA in connection with any Acquiror Employee Plan.

Employee Benefit Plans. (a) Section 5.14(a) of the Parent Disclosure Letter lists each Parent Benefit Plan. (b) With respect to each material employee benefit planParent Benefit Plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror Parent has made available to Target the Company a true complete and complete correct copy of, to the extent applicable, of (i) such Acquiror Employee Parent Benefit Plan (or, if not written, a written summary of its material terms) and the most recent summary plan description and all summaries of material modifications issued since the date of the most recent summary plan description, if any, related to such Parent Benefit Plan, (ii) each trust agreement or other funding arrangement, (iii) the most recent annual report ((Form 5500)) filed with the IRS) (and, (iii) each trust agreement related if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Acquiror Employee Parent Benefit Plan), (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredactuarial report or financial statement, (v) the most recent actuarial report relating to determination letter, if any, issued by the IRS and any Acquiror Employee Plan subject to Title IV of ERISA pending request for a determination letter and (vi) each registration statement, permit application and prospectus. Neither Parent nor any Parent ERISA Affiliate nor, to the most recent IRS determination letter issued knowledge of Parent or any Parent ERISA Affiliate, any other Person or entity, has any express or implied commitment, whether legally enforceable or not, to continue (for any period), modify, change or terminate any Parent Benefit Plan, other than with respect to a modification, change or termination required by applicable Law. (c) Except as would not be, individually or in the aggregate, reasonably likely to result in a Material Adverse Effect to Parent, each Parent Benefit Plan has been administered in accordance with its terms and all applicable laws, including ERISA and the Code (including the prohibited transaction rules thereunder). Except as would not be, individually or in the aggregate, reasonably likely to result in a Material Adverse Effect to Parent, all contributions required to be made under the terms of any of the Parent Benefit Plans have, as of the date of this Agreement, been timely made or, if not yet due, have been properly reflected in Parent's and Parent Subsidiaries' financial accounting records prior to the date of this Agreement. No suit, administrative proceeding, action or other adverse proceeding or claim has been brought or threatened against or with respect to any Acquiror Employee such Parent Benefit Plan (other than routine benefits claims or relating to qualified domestic relations orders (as that term is defined in Section 414(p) of the Code)) and there is no pending audit or inquiry by the IRS or United States Department of Labor with respect to any Parent Benefit Plan. No event has occurred and, to the knowledge of Parent or any Parent ERISA Affiliate, there exists no condition or set of circumstances that could subject Parent or any Parent ERISA Affiliate to any material liability (other than for routine benefit liabilities) relating in any way to any Parent Benefit Plan. (bd) Each Acquiror Employee Parent Benefit Plan can be amended, discontinued or terminated at any time (including after the Effective Time) in accordance with its terms, without liability (other than (i) liability for benefits accrued prior to the Effective Time, (ii) liability for ordinary administrative expenses typically incurred in a termination event or (iii) liabilities for which sufficient assets are set aside in a trust or insurance contract to satisfy such liabilities or which are reflected on the most recent Balance Sheet included in the Parent Financial Statements). (e) Each Parent Benefit Plan and its related trust that is intended to be qualified qualify under Section 401(a) and Section 501(a), respectively, of the Code has received a favorable determination letter from the IRS covering as to such qualified status or has been established under a standardized prototype plan for which an IRS opinion letter has been obtained by the provisions plan sponsor and is valid as to the adopting employer and, in either case, nothing material has occurred that could adversely affect such qualified status. (f) No Parent Benefit Plan is a multi-employer pension plan (as defined in Section 3(37) of ERISA) and no Parent ERISA Affiliate has sponsored or contributed to or been required to contribute to any such pension plan. (g) With respect to each Benefit Plan that is subject to Title IV of ERISA or the minimum funding rules of ERISA or Section 302 or 412 of the Tax Reform Act Code, (i) no reportable event (within the meaning of 1986 stating Section 4043 of ERISA, other than an event that such Acquiror Employee Plan is so qualified and nothing has occurred since the date not required to be reported before or within thirty days of such letter that could reasonably be event) has occurred, to the knowledge of Parent or any Parent ERISA Affiliates, or is expected to affect occur, (ii) there was not an accumulated funding deficiency (within the qualified status meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such planBenefit Plan; and (iii) there is no "unfunded benefit liability" (within the meaning of Section 4001(a)(18) of ERISA). Each Acquiror Employee Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any No material liability under Title IV of ERISA has been incurred by Parent or any Parent ERISA Affiliate that has not been satisfied in connection full, and to the knowledge of Parent or any Parent ERISA Affiliate, no condition exists that presents a material risk to Parent or any Parent ERISA Affiliate of incurring or being subject (whether primarily, jointly or secondarily) to a material liability thereunder. To the knowledge of Parent or any Parent ERISA Affiliate, none of the assets of Parent or any Parent ERISA Affiliate is, or may reasonably be expected to become, the subject of any lien arising under ERISA or Section 412(n) of the Code. (h) Except as required by Law, no Parent Benefit Plan provides any of the following retiree or post-employment benefits to any person: medical, disability or life insurance benefits. To Parent's knowledge, Parent and each Parent ERISA Affiliate is in material compliance with (i) the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended. (i) Parent has made available to the Company complete and correct copies of (i) all employment agreements with officers and all consulting agreements of Parent or any Parent Subsidiary providing for annual compensation in excess of $100,000, (ii) all severance plans, agreements, programs and policies of Parent or any Parent Subsidiary with or relating to their respective employees, directors or consultants, and (iii) all plans, programs, agreements and other arrangements of Parent or any Parent Subsidiary with or relating to their respective employees, directors or consultants which contain "change of control" or similar provisions. No payment or benefit which may be required to be made by Parent or any Parent Subsidiary or which otherwise may be required to be made under the terms of any Parent Benefit Plan or other arrangement will constitute a parachute payment under Section 280G of the Code (without regard to Section 280G(b)(4)). Except as set forth in Section 5.14(1) of the Parent Disclosure Letter, the consummation of the Transactions will not, alone or in conjunction with any Acquiror Employee Planother possible event (including termination of employment), (x) entitle any current or former employee or other service provider of Parent or any Parent Subsidiary to severance benefits or any other payment, compensation or benefit (including forgiveness of indebtedness), except as expressly provided by this Agreement, or (y) accelerate the time of payment or vesting, or increase the amount of compensation or benefit due any such employee or service provider, alone or in conjunction with any other possible event (including termination of employment).

Employee Benefit Plans. (a) With respect to Schedule 4.14(a) sets forth each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained Parent Employee Plan. The Parent has previously provided or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, to the extent applicable, Company (i) such Acquiror correct and complete copies of all documents setting forth the terms each Parent Employee Plan, including all amendments thereto; (ii) the three most recent annual report reports (Form 5500Series 5500 and all schedules thereto), if any, required under ERISA or the Code in connection with each Parent Employee Plan or related trust; (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, (v) together with the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV summary of ERISA and (vi) the most recent IRS determination letter issued material modifications, if any, with respect to any Acquiror each Parent Employee Plan; and (iv) the current IRS determination or opinion letter for each applicable Parent Employee Plan. (b) Each Acquiror None of the Parent Employee Plans is a (i) a single employer plan or other pension plan subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) a “multi-employer plan” (within the meaning of Section 3(37) of ERISA), or (iii) a “multiple employer plan” (within the meaning of Section 413(c) of the Code). (c) No Parent Employee Plan which is provides benefits, including death or medical benefits (whether or not insured), with respect to employees or former employees of Parent and its ERISA Affiliates beyond retirement or other termination of service, other than coverage required by Section 4980B of the Code and Sections 601 through 608 of ERISA (and, if applicable, comparable state law). (d) Each Parent Employee Plan intended to be qualified qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has received a favorable determination letter or opinion letter from the IRS covering with respect to such Parent Employee Plan as to its qualified status under the provisions Code issued on or after January 1, 1997, and, since the issuance of the Tax Reform Act of 1986 stating most recent determination or opinion letter, there has been no event, condition or circumstance that such Acquiror Employee Plan has adversely affected or is so qualified and nothing has occurred since the date of such letter that could reasonably be expected likely to adversely affect the qualified status of any such plan. Each Acquiror Parent Employee Plan (e) The Parent and each Subsidiary has performed all material obligations required to be performed by it under each Parent Employee Plan and each Parent Employee Plan has been operated in all material respects established and maintained in accordance with its terms and the requirements of in compliance with all applicable law, including ERISA and the Code, in all material respects. Neither Acquiror nor There are no actions, suits or claims pending, or, to the Knowledge of the Parent, threatened or anticipated (other than routine claims for benefits) against any ERISA Affiliate Parent Employee Plan or fiduciary thereto, and there are no audits, inquiries or proceedings pending or, to the Knowledge of Acquiror has incurred the Parent, threatened by the IRS or is reasonably expected Department of Labor with respect to incur any material liability under Title IV of ERISA in connection with any Acquiror Parent Employee Plan.

Employee Benefit Plans. (a) Section 3.9(a) of the Company Disclosure Schedule sets forth a correct and complete list of each material Company Benefit Plan. With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy ofCompany 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) such Acquiror Employee the Company Benefit Plan, if written (including all material amendments and attachments thereto); (ii) a written summary of the material terms thereof, if the Company Benefit Plan is not in writing; (iii) the most recent annual report (Form 5500) filed with the Internal Revenue Service (the “IRS”), (iii) each trust agreement related to such Acquiror Employee Plan, ; (iv) the most recent summary plan description for each Acquiror Employee Company Benefit Plan for which such a summary plan description is required, required by applicable Law; (v) the most recent actuarial report relating all related material, non-routine communications received from or sent to any Acquiror Employee Plan subject to Title IV of ERISA Governmental Entity since April 1, 2014; and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Planaudited financial statement and/or actuarial valuation. (b) Each Acquiror Employee Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole, each Company Benefit Plan which has been established, operated and administered in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all contributions required to be made with respect to any Company Benefit Plan by applicable Law or under the terms of such Company Benefit Plan (or any funding Contract related thereto), and all 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. (c) The IRS has issued a favorable determination, opinion or advisory letter with respect to each Company Benefit Plan that is governed by the Laws of the United States (each, a “U.S. Company Benefit Plan”) that is intended to be qualified under Section 401(a) of the Code Code, and such determination, advisory or opinion letter has received a favorable determination from not been revoked (nor, to the IRS covering the provisions knowledge of the Tax Reform Act Company, has revocation been threatened), and, to the knowledge of 1986 stating the Company, there are no existing circumstances and no events have occurred that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could would reasonably be expected to adversely affect the qualified status of any such planU.S. Company Benefit Plan. Each Acquiror Employee trust established in connection with any U.S. Company Benefit Plan that is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt, and, to the knowledge of the Company, there are no existing circumstances and no events have occurred that would reasonably be expected to adversely affect the exempt status of any such trust. (d) No Company Benefit Plan is subject to Section 302 of ERISA or Title IV of ERISA or Section 412 of the Code. During the immediately preceding six years, no Liability under Section 302 of ERISA or Title IV of ERISA has been incurred by the Company, its Subsidiaries or their respective ERISA Affiliates that has not been satisfied in full, and to the knowledge of the Company, no condition exists that would reasonably be expected to result in the Company, any of its Subsidiaries or any such ERISA Affiliate incurring any such Liability. (e) None of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has, within the immediately preceding six years, maintained, established, contributed to or been obligated to contribute to any (i) Multiemployer Plan or (ii) 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. (f) There are no actions, suits, audits or investigations by any Governmental Entity, termination proceedings or other claims (except routine claims for benefits payable under the Company Benefit Plans) pending or, to the knowledge of the Company and its Subsidiaries, threatened, other than any such investigations, proceedings or claims that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (g) Neither the Company nor any of its Subsidiaries sponsors or has any obligation with respect to any Company Benefit Plan that provides any post-employment or post-retirement medical or death benefits (whether or not insured) to current or former directors or employees, or their respective beneficiaries or dependents, except as required by Section 4980B of the Code or comparable U.S. state Laws or applicable non-U.S. Laws. (h) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event): (i) entitle any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries to any payment or benefit under any Company Benefit Plan; (ii) increase the amount of any compensation, equity award or other benefit payable by the Company or any of its Subsidiaries under any Company Benefit Plan; (iii) result in the acceleration of the time of payment, funding or vesting of any compensation, equity award or other benefit under any Company Benefit Plan; or (iv) result in any “excess parachute payment” (within the meaning of Section 280G of the Code) becoming due to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries. (i) Neither the Company nor any of its Subsidiaries is a party to, or is otherwise obligated under, any plan, policy or Contract that provides for the gross-up or reimbursement by the Company or its Subsidiaries of Taxes imposed under Section 409A or 4999 of the Code (or any corresponding provisions of state or local Law relating to Tax). (j) Except as would not reasonably be expected to have, individually or in the aggregate, a Company, Material Adverse Effect, each Company Benefit Plan that is governed by the Laws of a country other than the United States (each, a “Foreign Company Benefit Plan”) (i) has been operated in compliance with its terms, any applicable Collective Bargaining Agreement, and the applicable Laws in the jurisdiction(s) in which such Foreign Company Benefit Plan is primarily maintained, (ii) has obtained from the Governmental Entity having jurisdiction with respect to such Foreign Company Benefit Plan any required determinations, if any, that such Foreign Company Benefit Plan is in compliance with the applicable Laws of the relevant jurisdiction if such determinations are required in order to give effect to such Foreign Company Benefit Plan, (iii) that is intended to qualify for special Tax treatment meets all material respects in accordance with its terms requirements for such treatment, and the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or (iv) if required to be fully funded and/or book-reserved, is reasonably expected to incur any material liability under Title IV of ERISA in connection with any Acquiror Employee Planfully funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Benefit Plans. (a) Section 3.14(a) of the Company Disclosure Letter lists all Benefit Plans maintained, sponsored or contributed to by the Company Entities and any ERISA Affiliates (the “Company Benefit Plans”). With respect to each material employee benefit planCompany Benefit Plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has Company Entities have made available to Target a true Parent true, correct and complete copy of, to the extent copies of (where applicable, ) (i) any and all plan documents (including trust agreements), summary plan descriptions, summaries of material modifications, amendments and resolutions related to such Acquiror Employee Company Benefit Plan, (ii) the three (3) most recent annual report (Form 5500)audited financial statements and actuarial valuation reports, if any, (iii) each trust agreement related to such Acquiror Employee Planthe three (3) most recent Internal Revenue Service (“IRS”) Form 5500 Annual Reports, if any, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredIRS determination letters or opinion letters, if any, and all material communications to or from the IRS or any other Governmental Entity and (v) the most recent actuarial report relating any and all insurance Contracts and other Contracts related to any Acquiror Employee such Company Benefit Plan. Each Company Benefit Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued may be amended or terminated in accordance with respect to any Acquiror Employee Planits terms. (b) There has been no non-exempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) with respect to any Company Benefit Plan, which could reasonably result in a material liability to any of the Company Entities. (c) Each Acquiror Employee Company Benefit Plan which has been maintained and administered in material compliance with its terms and the provisions of applicable Laws. Except as set forth in Section 3.14(c) of the Company Disclosure Letter, all equity compensation awards issued by any Company Entity have been made, accounted for, reported and disclosed in accordance with applicable Law, accounting rules and stock exchange requirements. Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code, and the trusts created thereunder intended to be exempt from tax under the provisions of Section 501(a) of the Code has received or is the subject of a favorable determination or opinion letter from the IRS covering the provisions of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified IRS, and nothing has occurred since which could adversely affect such qualification. (d) No Company Benefit Plan is an “employee benefit pension plan” (within the date meaning of Section 3(2) of ERISA) subject to Title IV of ERISA, and no Company Entity or any Company Entity’s ERISA Affiliate has ever incurred any liability under Title IV of ERISA (that remains unsatisfied), and no condition exists that presents a material risk to any Company Entity or any Company Entity’s ERISA Affiliate of incurring any liability under such letter Title. No Company Benefit Plan is a “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA), a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA), and no Company Entity or any Company Entity’s ERISA Affiliate has an obligation to contribute, or incurred any liability in respect of a contribution, to any multiemployer plan or multiple employer welfare arrangement that remains unsatisfied. (e) There are no pending or, to the Knowledge of the Company, threatened claims (other than routine claims for benefits), and no pending or, to the Knowledge of the Company, threatened Proceedings against any Company Benefit Plan, or against the assets of any Company Benefit Plan, and no facts or circumstances exist that could reasonably be expected to affect give rise to any such claims or Proceedings. (f) Except as set forth in Section 3.14(f) of the qualified status Company Disclosure Letter, no Company Benefit Plan subject to Title I or ERISA holds any “employer security” or “employer real property” (each as defined in Section 407(d) of ERISA). (g) Except as set forth in Section 3.14(g) of the Company Disclosure Letter, each compensation arrangement between any Company Entity and a service provider and each Company Benefit Plan that is subject to Section 409A of the Code complies with Section 409A of the Code (and has so complied for the entire period during which Section 409A of the Code has applied to such arrangement or Company Benefit Plan). None of the transactions contemplated by this Agreement will constitute or result in a deferral of compensation in violation of Section 409A of the Code. (h) Except as set forth in Section 3.14(h) of the Company Disclosure Letter, the execution and delivery of this Agreement, the consummation of any transaction contemplated hereby or any termination of employment or service as a consequence thereof will not, individually or together with the occurrence of some other event (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Person, (ii) materially increase or otherwise enhance any benefits otherwise payable by the Company Entities, (iii) result in the acceleration of the time of payment or vesting of any such benefits, except as required under Section 411(d)(3) of the Code, (iv) materially increase the amount of compensation due to any Person, (v) require any Company Entity to place in trust or otherwise set aside any amount in respect of severance pay or any other payment or benefit, or (vi) result in the forgiveness in whole or in part of any material outstanding loans made by the Company Entities to any Person. (i) Each Company Benefit Plan that is a “group health plan. Each Acquiror Employee Plan ” (within the meaning of Section 5000(b)(1) of the Code) has been operated in all material respects in accordance compliance with its terms the group health plan continuation coverage requirements of Section 4980B of the Code and Sections 601 through 608 of ERISA (“COBRA Coverage”) or similar state Law, Section 4980D of the Code and Sections 701 through 707 of ERISA, Title XXII of the U.S. Public Health Service Act and the provisions of the U.S. Social Security Act, to the extent such requirements are applicable. Except as set forth in Section 3.14(i) of applicable lawthe Company Disclosure Letter, no Company Benefit Plan obligates any Company Entity to provide benefits (whether or not insured) to any employee or former employee, consultant or other service provider of or to any Company Entity following such individual’s termination of employment or consultancy, other than COBRA Coverage or coverage mandated by state Law. Neither Acquiror nor any ERISA Affiliate No Company Benefit Plan is funded through a “welfare benefit fund” as defined in Section 419 of Acquiror has incurred or is reasonably expected to incur any material liability under Title IV of ERISA in connection with any Acquiror Employee Planthe Code.

Employee Benefit Plans. (a) Section 4.14(a) of the Company Disclosure Letter lists each Company Benefit Plan. (b) With respect to each material employee benefit planCompany Benefit Plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror Company has made available to Target Parent a true complete and complete correct copy of, to the extent applicable, of (i) such Acquiror Employee Company Benefit Plan (or, if not written, a written summary of its material terms) and the most recent summary plan description and all summaries of material modifications issued since the date of the most recent summary plan description, if any, related to such Company Benefit Plan, (ii) each trust agreement or other funding arrangement, (iii) the most recent annual report ((Form 5500)) filed with the IRS) (and, (iii) each trust agreement related if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Acquiror Employee Company Benefit Plan), (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredactuarial report or financial statement, (v) the most recent actuarial report relating to determination letter, if any, issued by the IRS and any Acquiror Employee Plan subject to Title IV of ERISA pending request for a determination letter and (vi) each registration statement, permit application and prospectus. Neither the most recent IRS determination letter issued Company nor any Company ERISA Affiliate nor, to the knowledge of the Company or any Company ERISA Affiliate, any other Person or entity, has any express or implied commitment, whether legally enforceable or not, to continue (for any period), modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by applicable Law. (c) Except as would not be, individually or in the aggregate, reasonably likely to result in a Material Adverse Effect to the Company, each Company Benefit Plan has been administered in accordance with its terms and all applicable laws, including ERISA and the Code (including the prohibited transaction rules thereunder). Except as would not be, individually or in the aggregate, reasonably likely to result in a Material Adverse Effect to the Company, all contributions required to be made under the terms of any of the Company Benefit Plans have, as of the date of this Agreement, been timely made or, if not yet due, have been properly reflected in the Company's and the Company Subsidiaries' financial accounting records prior to the date of this Agreement. No suit, administrative proceeding, action or other adverse proceeding or claim has been brought or threatened against or with respect to any Acquiror Employee such Company Benefit Plan (other than routine benefits claims or relating to qualified domestic relations orders (as that term is defined in Section 414(p) of the Code)) and there is no pending audit or inquiry by the IRS or United States Department of Labor with respect to any Company Benefit Plan. No event has occurred and, to the knowledge of the Company or any Company ERISA Affiliate, there exists no condition or set of circumstances that could subject the Company or any Company ERISA Affiliate to any material liability (other than for routine benefit liabilities) relating in any way to any Company Benefit Plan. (bd) Each Acquiror Employee Company Benefit Plan can be amended, discontinued or terminated at any time (including after the Effective Time) in accordance with its terms, without liability (other than (i) liability for benefits accrued prior to the Effective Time, (ii) liability for ordinary administrative expenses typically incurred in a termination event or (iii) liabilities for which sufficient assets are set aside in a trust or insurance contract to satisfy such liabilities or which are reflected on the most recent Balance Sheet included in the Company Financial Statements). (e) Each Company Benefit Plan and its related trust that is intended to be qualified qualify under Section 401(a) and Section 501(a), respectively, of the Code has received a favorable determination letter from the IRS covering as to such qualified status or has been established under a standardized prototype plan for which an IRS opinion letter has been obtained by the provisions plan sponsor and is valid as to the adopting employer and, in either case, nothing material has occurred that could adversely affect such qualified status. (f) No Company Benefit Plan is a multi-employer pension plan (as defined in Section 3(37) of ERISA) and no Company ERISA Affiliate has sponsored or contributed to or been required to contribute to any such pension plan. (g) With respect to each Benefit Plan that is subject to Title IV of ERISA or the minimum funding rules of ERISA or Section 302 or 412 of the Tax Reform Act Code, (i) no reportable event (within the meaning of 1986 stating Section 4043 of ERISA, other than an event that such Acquiror Employee Plan is so qualified and nothing has occurred since the date not required to be reported before or within thirty days of such letter that could reasonably be event) has occurred, to the knowledge of the Company or any Company ERISA Affiliates, or is expected to affect occur, (ii) there was not an accumulated funding deficiency (within the qualified status meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such planBenefit Plan; and (iii) there is no "unfunded benefit liability" (within the meaning of Section 4001(a)(18) of ERISA). Each Acquiror Employee Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any No material liability under Title IV of ERISA has been incurred by the Company or any Company ERISA Affiliate that has not been satisfied in connection full, and to the knowledge of the Company or any Company ERISA Affiliate, no condition exists that presents a material risk to the Company or any Company ERISA Affiliate of incurring or being subject (whether primarily, jointly or secondarily) to a material liability thereunder. To the knowledge of the Company or any Company ERISA Affiliate, none of the assets of the Company or any Company ERISA Affiliate is, or may reasonably be expected to become, the subject of any lien arising under ERISA or Section 412(n) of the Code. (h) Except as required by Law, no Company Benefit Plan provides any of the following retiree or post-employment benefits to any person: medical, disability or life insurance benefits. To the Company's knowledge, the Company and each Company ERISA Affiliate is in material compliance with (i) the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended. (i) The Company has made available to Parent complete and correct copies of (i) all employment agreements with officers and all consulting agreements of the Company or any Company Subsidiary providing for annual compensation in excess of $100,000, (ii) all severance plans, agreements, programs and policies of the Company or any Company Subsidiary with or relating to their respective employees, directors or consultants, and (iii) all plans, programs, agreements and other arrangements of the Company or any Company Subsidiary with or relating to their respective employees, directors or consultants which contain "change of control" or similar provisions. No payment or benefit which may be required to be made by the Company or any Company Subsidiary or which otherwise may be required to be made under the terms of any Company Benefit Plan or other arrangement will constitute a parachute payment under Section 280G of the Code (without regard to Section 280G(b)(4)). The consummation of the Transactions will not, alone or in conjunction with any Acquiror Employee Planother possible event (including termination of employment), (x) entitle any current or former employee or other service provider of the Company or any Company Subsidiary to severance benefits or any other payment, compensation or benefit (including forgiveness of indebtedness), except as expressly provided by this Agreement, or (y) accelerate the time of payment or vesting, or increase the amount of compensation or benefit due any such employee or service provider, alone or in conjunction with any other possible event (including termination of employment).

Employee Benefit Plans. (a) With respect to Schedule 4.8 sets forth a complete and accurate list of each material pension, retirement, profit sharing, deferred compensation, stock option, stock purchase, bonus, medical, welfare, disability, severance or termination pay, insurance or incentive plan, and each other employee benefit plan, program, arrangement agreement or arrangement, whether funded or unfunded, sponsored, maintained or contributed to or required to be contributed to by LSi or any of the LSi Subsidiaries or by any trade or business, whether or not incorporated, that together with LSi would be deemed a "single employer" within the meaning of Section 4001 of ERISA (an "LSi ERISA Affiliate"), for the benefit of any employee or terminated employee of LSi or any LSi ERISA Affiliate (the "LSi Benefit Plans"). (b) Neither LSi nor any LSi ERISA Affiliate participates currently or has ever participated in, or is required currently or has ever been required to contribute to or otherwise participate in any "multi-employer plan," as defined in Sections 3(37)(A) and contract 4001(a)(3) of ERISA and Section 414(f) of the Code. (c) Complete and accurate copies of each of the LSi Benefit Plans and related trusts have been furnished to Tickxxx.xxx. Xx the extent not yet furnished to Tickxxx.xxx, xxere shall be furnished to Tickxxx.xxx xxxhin five days of the date of this Agreement, with respect to each of the LSi Benefit Plans, the most recent financial statement and the most recent actuarial report prepared with respect to any of such LSi Benefit Plans that is funded, the most recent IRS determination letter, the most recent Summary Plan Description and the most recent Annual Report together with a statement setting forth any such material documents which cannot be furnished, and any such documents furnished and the nature of the documents which cannot be furnished shall be reasonably satisfactory to Tickxxx.xxx. (d) With respect to each LSi Benefit Plan intended to be "qualified" within the meaning of Section 401(a) of the Code, a determination letter from the IRS has been received to the effect that LSi Benefit Plan is qualified under Section 401 of the Code and any trust maintained pursuant to such plan is exempt from federal income taxation under Section 501 of the Code, and nothing has occurred or will occur through the Effective Time (including, without limitation, the transactions contemplated by this Agreement) which would cause the loss of such qualification or exemption or the imposition of any material penalty or tax liability. (e) All contributions required by each LSi Benefit Plan or by law with respect to all periods through the Effective Time shall have been made by such date (or provided for by LSi by adequate reserves on the LSi Financial Statements) and no excise or other taxes have been incurred or are due and owing with respect to LSi Benefit Plan because of any failure to comply with the minimum funding standards of ERISA and the Code. (f) No "employee benefit plan" accumulated funding deficiency", as defined in Section 3(3) 302 of ERISA, has been incurred with respect to any LSi Benefit Plan, whether or not waived. (g) maintained No "reportable event" of the type set forth in Section 4043 of ERISA has occurred and is continuing with respect to any LSi Benefit Plan. (h) There are no material violations of ERISA or contributed the Code with respect to by Acquiror the filing of applicable reports, documents, and notices regarding any LSi Benefit Plan with the Secretary of Labor, Secretary of the Treasury, or the Pension Benefit Guaranty Corporation or furnishing such documents to participants or beneficiaries, as the case may be. (i) No claim, lawsuit, arbitration, or other action has been threatened, asserted, or instituted against any LSi Benefit Plan, any trustee or fiduciaries of such plan, LSi, or any trade of the assets of any trust maintained under any LSi Benefit Plan, which would have a Material Adverse Effect on LSi. (j) All amendments required to bring any LSi Benefit Plan into conformity in all material aspects with any of the applicable provisions of ERISA and the Code have been duly adopted and filed with the appropriate agency as required. (k) Any bonding required with respect to any LSi ERISA Plan in accordance with applicable provisions of ERISA has been obtained and is in full force and effect. (l) Each LSi Benefit Plan has been operated and administered in accordance with its terms in all material respects and the material terms and the provisions of ERISA and the Code (including rules and regulations thereunder) applicable thereto and in practice is tax qualified under Sections 401(a) and 501 of the Code. (m) All required material information filings for each LSi Benefit Plan have been timely filed, including, without limitation, all Form 5500 filings. (n) LSi has not incurred nor reasonably expects to incur, any material liability to the Pension Benefit Guaranty Corporation. (o) No "prohibited transaction," as such term is defined in Section 4975 of the Code and Section 406 of ERISA, has occurred with respect to any LSi Benefit Plan (and the transactions contemplated by this Agreement will not constitute or business directly or indirectly result in such a "prohibited transaction") which could subject LSi or its successors, or any officer, director or employee of any of the foregoing, or any trustee, administrator or other fiduciary, to a material tax or penalty on prohibited transactions imposed by either Section 502 of ERISA or Section 4975 of the Code. (p) No LSi Benefit Plan is under common control with Acquiror audit by the IRS or the Department of Labor. (q) The present value, determined on a termination basis, of all accrued benefits, vested and unvested, under each LSi Benefit Plan, determined using the actuarial valuation assumptions and methods (including interest rates) contained in the most recent actuarial report for such LSi Benefit Plan, does not exceed the assets thereof allocable to such benefits. (r) No welfare benefit plan (within the meaning of Section 414 3(1) of ERISA) provides for continuing benefits or coverage for any participant or beneficiary of a participant after such participant's termination of employment, except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985 or by Sections 601 through 608 of ERISA, or Sections 162 and 4980B of the Code (at the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, to expense of the extent applicable, (i) such Acquiror Employee Plan, (ii) participant or the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Plan, (iv) beneficiary of the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Planparticipant. (bs) Each Acquiror Employee LSi does not currently maintain or contribute to any severance pay plan. (t) No individual shall accrue or receive any additional benefits, service, or accelerated rights to payment of benefits under any LSi Benefit Plan which is intended to be qualified under Section 401(a) as a result of the Code actions contemplated by this Agreement. (u) LSi has received a favorable determination from the IRS covering the provisions complied with all of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. Each Acquiror Employee Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate the Consolidated Omnibus Budget Reconciliation Act of Acquiror has incurred or is reasonably expected to incur any material liability under Title IV 1985, Sections 601 through 608 of ERISA in connection with any Acquiror Employee PlanERISA, and Sections 162 and 4980B of the Code.

Employee Benefit Plans. (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(33.12(a) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target Company Disclosure Schedules sets forth a true and complete copy oflist of all material Employee Benefit Plans, to the extent applicable, excluding any Employee Benefit Plan that is (i) an employment offer letter or individual independent contractor or consultant agreement that is terminable upon no more than thirty (30) days’ notice without further Liability and (ii) an individual equity award agreement that is consistent in all material respects with the form of such Acquiror agreement set forth on Section 3.12(a) of the Company Disclosure Schedules. (b) True, complete and correct copies of the following documents, with respect to each Employee Benefit Plan required to be listed on Section 3.12(a) of the Company Disclosure Schedules, where applicable, have been delivered to Priveterra (i) all documents embodying or governing such Employee Benefit Plan (or for unwritten Employee Benefit Plans, a written description of the material terms of such Employee Benefit Plan) and any funding medium for the Employee Benefit Plan, (ii) the most recent annual report (Form 5500)Internal Revenue Service determination or opinion letter, (iii) each trust agreement related to such Acquiror Employee Planthe most recently filed Form 5500, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredactuarial valuation report, (v) the most recent actuarial report relating summary plan description (or other descriptions provided to any Acquiror Employee Plan subject to Title IV of ERISA employees) and all modifications thereto, (vi) the most recent IRS determination letter issued with respect non-discriminatory testing results and (vii) all non-routine correspondence to and from any Acquiror Employee PlanGovernmental Entity. (bc) Each Acquiror Employee Benefit Plan which that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or approval letter from the IRS covering Internal Revenue Service with respect to such qualification, or may rely on an opinion letter issued by the provisions Internal Revenue Service with respect to a prototype plan adopted in accordance with the requirements for such reliance and, to the knowledge of the Tax Reform Act of 1986 stating Company, no event or omission has occurred that would be reasonably likely to cause any such Acquiror Employee Benefit Plan to lose such qualification or otherwise require corrective action under the Internal Revenue Service Employee Plan is so qualified and nothing has occurred since the date of Compliance Resolution System to maintain such letter that could reasonably be expected to affect the qualified status of such planqualification. Each Acquiror trust created under any such Employee Benefit Plan is exempt from Tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Each Employee Benefit Plan is and has been established, operated and administered in all material respects in accordance with applicable Laws and with its terms terms, including ERISA, the Code and the requirements Affordable Care Act. No Employee Benefit Plan is, or within the past six (6) years has been, the subject of an application or filing under a government sponsored amnesty, voluntary compliance or similar program, or been the subject of any self-correction under any such program. No litigation or governmental administrative proceeding, audit or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of the Company, threatened with respect to any Employee Benefit Plan. All payments or contributions required to have been made with respect to all Employee Benefit Plans either have been made or have been accrued in accordance with the terms of the applicable law. Neither Acquiror nor Employee Benefit Plan and applicable Law. (e) None of the Company, its Subsidiaries or any ERISA Affiliate (or any predecessor thereof) currently maintains, or within the past six (6) years has maintained, contributed to, or been required to contribute to or had any liability (whether contingent or otherwise) or obligation (including on account of Acquiror has incurred any ERISA Affiliate) with respect to (i) any Employee Benefit Plan that is or is reasonably expected was subject to incur any material liability under Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, (ii) a “multiemployer plan” (within the meaning of Section 3(37) of ERISA), (iii) any funded welfare benefit plan within the meaning of Section 419 of the Code, (iv) any “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or (v) any “multiple employer welfare arrangement” (as such term is defined in connection Section 3(40) of ERISA). (f) No Employee Benefit Plan provides health care or any other non-pension benefits to any employees after their employment is terminated (other than (i) as required by Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code and any similar state Law, (ii) continuation of health or life insurance benefits provided during any severance period not in excess of two (2) years, or (iii) which lasts until the end of the month in which the termination of employment occurs). (g) Each Employee Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. No payment to be made under any Employee Benefit Plan is, or to the Company’s knowledge will be, subject to the penalties of Section 409A(a)(1) of the Code. (h) Except as set forth on Section 3.12(g) of the Company Disclosure Schedules, none of the execution or delivery of this Agreement or any Ancillary Document to which the Company is or will be a party, the Company Stockholder Written Consent or the consummation of the transactions contemplated by this Agreement or any Ancillary Document to which the Company is or will be a party, would (either alone or in combination with any Acquiror other event) reasonably be expected to (i) result in or cause the accelerated vesting, payment, funding or delivery of, or increase the amount or value of, any payment or benefit to any current or former director, manager, officer, employee, individual independent contractor or other individual service provider of the Company or any of its Subsidiaries or (ii) result in any excess “parachute payment” as defined in Section 280G(b)(2) of the Code. (i) Neither the Company nor any of its Subsidiaries has any obligation to make any tax “gross-up” or similar “make whole” payments to any service provider, including, without limitation, with respect to Section 409A of the Code or Section 4999 of the Code. (j) No Employee PlanBenefit Plan is subject to the laws of any jurisdiction outside the United States.

Employee Benefit Plans. (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(33.14(a) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning Seller Disclosure Letter sets forth an accurate and complete list of Section 414 all Plans. None of the Code (Target Companies has any plan or commitment to, or has represented that it will, adopt or enter into any additional Plans or to materially amend or terminate any existing Plan. Each of the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, to the extent applicable, (i) such Acquiror Employee Plan, (ii) the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Plan. (b) Each Acquiror Employee Plan which Plans that is intended to be qualified under Section 401(a) of the Code is so qualified and has received a favorable determination letter from the IRS covering or is a prototype plan that is entitled to rely on an opinion letter issued by the provisions IRS to the prototype plan sponsor regarding qualification of the Tax Reform Act form of 1986 stating that the prototype plan and no such Acquiror Employee Plan is so qualified determination letter has been revoked and nothing has occurred since the date of such letter and no fact, condition, or circumstance exists that could reasonably be expected to adversely affect the qualified status of such planPlan. Each Acquiror Employee trust established in connection with any Plan which is intended to be qualified under Section 501(a) of the Code is so exempt, and nothing has occurred and no fact, condition, or circumstance exists that could reasonably be expected to adversely affect the qualified status of any such trust. Each Plan has been operated in all material respects established, maintained, operated, funded, and administered in accordance with its terms in all material respects and in compliance in all material respects with the requirements of the Code, ERISA and all other applicable lawLaw. Neither Acquiror No Plan, and no Target Company or any Plan fiduciary with respect to any Plan, in any case, is the subject of an audit or investigation by the Internal Revenue Service, the Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Authority, nor is any such audit or investigation pending or, to Seller’s Knowledge, threatened. (b) With respect to each Plan (and each related trust or other funding vehicle), all contributions (including employer contributions and employee salary reduction contributions, premiums, distributions, payments, distributions, reimbursements, and accruals that are due have been timely made or properly accrued in accordance with the terms of such Plan and applicable Law or, if not yet due, have been properly accrued for in accordance with any applicable accounting requirements. All wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of any Service Providers have been timely paid or made in full or, to the extent not yet due, properly accrued in accordance with any applicable accounting requirements, the terms of the Plan and all applicable Law. There have been no “prohibited transactions” within the meaning of Section 4975 of the Code or Section 406 of ERISA Affiliate and no breach of Acquiror fiduciary duty (as determined under ERISA) or other failure to act or comply in connection with the administration or investment of assets has occurred with respect to any Plan. There is no current, pending or, to Seller’s Knowledge, threatened Actions (except for routine claims for benefits) relating to any Plan. No Target Company has made any filing in respect of any Plan under the Employee Plans Compliance Resolution System or the Department of Labor Delinquent Filer Program. Each Target Company and each of its Affiliates has complied and is in compliance in all material respects with the requirements of (i) the Patient Protection and Affordable Care Act, including the Health Care and Education Reconciliation Act of 2010, as amended, (ii) ) Section 4980B of the Code and any similar state Law and (iii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the Laws (including the proposed regulations) and no Target Company has incurred (whether or not assessed), or is reasonably expected to incur or to be subject to, any material liability Tax or other penalty thereunder (including with respect to the reporting requirements under Sections 6055 and 6056 of the Code, as applicable). The obligations or insured contingencies under all Plans that provide health, welfare or similar insurance are fully insured by bona fide third-party insurers and all applicable premiums are paid up to date. No Plan is maintained through a human resources and benefits outsourcing entity, professional employer organization, or other similar vendor or provider. (c) Seller has made available to Purchaser, to the extent applicable, complete, current and correct copies of: (i) all documents embodying or governing each Plan and each related trust or funding agreement and insurance policy, if any (or a written description of the material terms and conditions of each Plan that is unwritten), and any amendments thereto, (ii) the most recent summary plan description (and summary of material modifications) and any other notice or description provided to or agreed with employees, (iii) the three (3) most recently filed Form 5500 annual reports with all required schedules and attachments, (iv) the current determination letter or opinion letter, as applicable, received from the IRS, (v) the nondiscrimination, coverage and compliance testing results for the three (3) most recently completed plan years, (v) any nonroutine communications to or from any Governmental Authority, or any notices to or from a Governmental Authority relating to a Plan, (vi) the three (3) most recently prepared actuarial reports, financial statements and trustee reports, if any, relating to the Plan, and (vii) all material records, notices and filings concerning Internal Revenue Service or U.S. Department of Labor audits or investigations. (d) No Plan is and neither any Target Company nor any ERISA Affiliate maintains, sponsors, has ever sponsored, contributes to, is required to contribute to, has ever contributed to, or could reasonably be expected to have, or has ever had, any Liability (whether fixed or contingent) with respect to a: (i) defined benefit plan (including a defined benefit plan as defined in Section 3(35) of ERISA) or any other plan, including a plan that is or was subject to Title IV of ERISA, Section 412 or 430 of the Code, or Section 302 of ERISA, (ii) “multiemployer plan” (as such term is defined under Section 3(37) of ERISA), (iii) multiple employer plan as described in Section 413(c) of the Code, (iv) “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA or (v) a “voluntary employee benefit association” (as such term is defined under Section 501(c)(9) of the Code). No Target Company nor any ERISA Affiliate has promised to any Person, has ever promised to any Person, has any Liability or obligation, or has ever had any Liability or obligation, to provide post-employment health, life, disability or other welfare benefits other than as required under Section 4980B of the Code or any similar applicable state Law for which the covered Person pays the full cost of coverage for themselves and their beneficiaries. Neither Target Company has incurred any Liability under Title I of ERISA. (e) Neither the execution, delivery and performance of this Agreement by Seller nor the consummation by the Company of the transactions contemplated hereby and thereby will not (alone or in connection combination with any Acquiror Employee other event, including a termination or restructure of employment on or following the Closing), directly or indirectly, result in (i) payment or provision of any additional, or an increase in the amount of, compensation, share incentives or other benefits, an acceleration of the amount of any compensation or benefits, or entitlement to any severance or similar benefit or change in employment status or responsibilities, payable to or in respect of any Service Provider, (ii) any acceleration in the vesting or the timing of payment of any outstanding options, compensation or benefits held by or payable to or in respect of any Service Provider, (iii) any increased, enhanced or accelerated funding obligation with respect to any Plan, (iv) any restriction on the ability of any Target Company to amend, modify or terminate any Plan, or (v) any forgiveness of indebtedness of any current or former employee, officer, director or consultant of any Target Company. (f) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will (alone or in conjunction with any other event) result in an “excess parachute payment” to any “disqualified individual” (each, within the meaning of Section 280G of the Code). (g) No Target Company has any obligation to pay a Tax “gross-up”, reimbursement or indemnification payment to any Person, including for the imposition of any excise Tax under Section 4999 of the Code or any Tax imposed under Section 409A of the Code or 457A of the Code. (h) No compensation has been or would reasonably be expected to be, or has ever been, includable in the gross income of any current or former “service provider” (within the meaning of Section 409A of the Code) of any Target Company or other Person as a result of the operation of Section 409A of the Code or Section 457A of the Code. (i) No Target Company has ever sponsored, maintained, contributed to, or has been required to sponsor, maintain, participate in or contribute to, any employee benefit plan, program, or other arrangement providing compensation or benefits to any employee or former employee (or any dependent thereof) which is subject to the Laws of any jurisdiction outside of the United States.

Employee Benefit Plans. (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror Allegro or any trade or business ERISA Affiliate thereof which is under common control with Acquiror Allegro within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANSAllegro Employee Plans"), Acquiror Allegro has made available to Target SPC a true and complete copy of, to the extent applicable, (i) such Acquiror Allegro Employee Plan, (ii) the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Allegro Employee Plan, (iv) the most recent summary plan description for each Acquiror Allegro Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Allegro Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Allegro Employee Plan. (b) Each Acquiror Allegro Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination from the IRS covering the provisions of the Tax Reform Act of 1986 stating that such Acquiror Allegro Employee Plan is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. Each Acquiror Allegro Employee Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law. Neither Acquiror Allegro nor any ERISA Affiliate of Acquiror Allegro has incurred or is reasonably expected to incur any material liability under Title IV of ERISA in connection with any Acquiror Allegro Employee Plan. (c) Neither Allegro nor any ERISA Affiliate thereof has withdrawn in a complete or partial withdrawal from any multi-employer plan within the meaning of Section 4001(a)(3) of ERISA prior to the Effective Time. Neither Allegro nor any ERISA Affiliate thereof has contributed to or been obligated to contribute to any multi-employer plan within the meaning of Section 4001(a)(3) of ERISA.

Employee Benefit Plans. (a) With respect Except as would not reasonably be expected to be material to the Bank and the Transferred Subsidiaries, taken as a whole, each Benefit Plan has been established, operated and administered in accordance with its terms and the requirements of all applicable laws, including ERISA and the Code. (b) Section 3.13(b) of the Sellers’ Disclosure Schedule sets forth a complete and accurate list of each material employee benefit plan, program, arrangement Benefit Plan and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has each material Seller Benefit Plan. Sellers have made available to Target Purchaser complete and accurate copies of each material Benefit Plan (or, in the case of any Benefit Plan that is unwritten or Seller Benefit Plan, a true description thereof) and complete copy ofthe following related documents, to the extent applicable, : (i) such Acquiror Employee Planall summary plan descriptions, amendments, modifications or material supplements, (ii) the most recent annual report (Form 5500)) filed with the IRS, (iii) each trust agreement related to such Acquiror Employee Planthe most recently received IRS determination letter, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, recently prepared actuarial report or financial statement and (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA all material filings and non- routine correspondence with a Governmental Authority since January 1, 2020. (vic) the most recent The IRS has issued a favorable determination letter issued or opinion with respect to any Acquiror Employee Plan. (b) Each Acquiror Employee each Benefit Plan which that is intended to be qualified under Section 401(a) of the Code (the “Bank Qualified Plans”) and the related trust, which letter or opinion has received a favorable determination from the IRS covering the provisions not been revoked (d) None of the Tax Reform Act Bank and the Transferred Subsidiaries nor any Bank ERISA Affiliate has, at any time during the last six (6) years, contributed to or been obligated to contribute to (i) a Multiemployer Plan or (ii) a plan that has two (2) or more contributing sponsors at least two (2) of 1986 stating whom are not under common control, within the meaning of Section 4063 of ERISA (a “Multiple Employer Plan”), and none of the Bank and the Transferred Subsidiaries nor any Bank ERISA Affiliate has incurred or would incur any liability that such Acquiror Employee has not been satisfied in full to a Multiemployer Plan is so qualified and nothing has occurred since the date or Multiple Employer Plan as a result of such letter that could a complete or partial withdrawal (as those terms are defined in Part I of Subtitle E of Title IV of ERISA) from a Multiemployer Plan or Multiple Employer Plan. (e) Except as would not reasonably be expected to affect be material to the qualified Bank and the Transferred Subsidiaries, taken as a whole, with respect to each Benefit Plan that is subject to Section 302 or Title IV of ERISA or Section 412, 430 or 4971 of the Code: (i) the minimum funding standard under Section 302 of ERISA and Sections 412 and 430 of the Code has been satisfied and no waiver of any minimum funding standard or any extension of any amortization period has been requested or granted, (ii) no such plan is in “at-risk” status for purposes of Section 430 of the Code, (iii) the present value of accrued benefits under such Benefit Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Benefit Plan’s actuary with respect to such Benefit Plan, did not, as of its latest valuation date, exceed the then current fair market value of the assets of such plan. Each Acquiror Employee Benefit Plan allocable to such accrued benefits, (iv) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been operated waived has occurred, (v) all premiums to the Pension Benefit Guaranty Corporation (the “PBGC”) have been timely paid in all material respects in accordance with its terms and full, (vi) no liability (other than for premiums to the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any material liability PBGC) under Title IV of ERISA has been or would be expected to be incurred by the Bank or any Transferred Subsidiary, and (vii) the PBGC has not instituted proceedings to terminate any such Benefit Plan. (f) Except as would not reasonably be expected to be material to the Bank and the Transferred Subsidiaries, taken as a whole, no Benefit Plan provides for any post- employment or post-retirement health or medical or life insurance benefits for retired, former or current employees or beneficiaries or dependents thereof, except as required by Section 4980B of the Code. (g) Except as would not reasonably be expected to be material to the Bank and the Transferred Subsidiaries, taken as a whole, all contributions required to be made to any Benefit Plan by applicable law or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any 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 Bank. (h) Except as set forth in Section 3.13(h) of the Sellers’ Disclosure Schedule, there are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted, against the Benefit Plans, any (i) Neither the execution and delivery of this Agreement nor the consummation of Transactions will (either alone or in conjunction with any other event): (i) result in any payment or benefit becoming due to any Business Employee, (ii) increase any payments or benefits payable to any Business Employee under any Benefit Plan or otherwise result in the acceleration of vesting, exercisability, funding or delivery of, or increase in the amount or value of such payments or benefits, or (iii) result in any limitation on the right of the Bank or any Transferred Subsidiary or, after the Closing, Purchaser or its Affiliates, to amend, merge, terminate, transfer or receive a reversion of assets from any Benefit Plan or related trust on or after the Effective Time. Without limiting the generality of the foregoing, no amount paid or payable (whether in cash, in property, or in the form of benefits) by the Bank or any Transferred Subsidiary in connection with the Transactions (either solely as a result thereof or as a result of such Transactions in conjunction with any Acquiror Employee Planother event) will be an “excess parachute payment” within the meaning of Section 280G of the Code. (j) No Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) No Benefit Plan is maintained for the benefit of any employees or other services providers of the Bank or any Transferred Subsidiary who primarily reside or work outside of the United States.

Employee Benefit Plans. (a) Section 3.18(a) of the Company Disclosure Letter sets forth a complete and accurate list of all material Employee Plans as of the date of this Agreement. With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy ofEmployee Plan, to the extent applicable, the Company has made or will make available to Parent no later than thirty (30) Business Days following the date of this Agreement complete and accurate copies of (i) such Acquiror the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (ii) the most recent annual report (Form 5500)determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (iii) the plan documents and summary plan descriptions, if any, including any amendments or statements of material modifications thereto, or a written description of the terms of any Employee Plan that is not in writing; (iv) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; (v) any material notices to or from the IRS or any office or representative of the DOL or any similar Governmental Entity since January 1, 2019, relating to any compliance issues in respect of any such Employee Plan; and (vi) with respect to each trust agreement related to such Acquiror International Employee Plan, to the extent applicable, the Company has made available to Parent complete and accurate copies of (ivA) the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, (v) the most recent actuarial annual report relating or similar compliance documents required to be filed with any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued Governmental Entity with respect to such plan, if any, and (B) any Acquiror Employee Plandocument comparable to the determination letter referenced under clause (ii) above issued by a Governmental Entity, if any. (b) Each Acquiror Employee Plan which has been maintained, operated and administered in compliance in all material respects with its terms and with all Applicable Law, including the applicable provisions of ERISA and the Code. (c) Each Employee Plan that is intended to be qualified “qualified” under Section 401(a) 401 of the Code may rely on an unrevoked favorable prototype opinion letter or has received a favorable determination letter from the IRS covering with respect to such Employee Plan’s tax-qualified status under the provisions Code and, to the Knowledge of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and Company, nothing has occurred or exists since the date of such determination or opinion letter that could would reasonably be expected to affect the qualified status of any such plan. Each Acquiror Employee Plan. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all contributions, premiums and other payments required to be made with respect to any Employee Plan have been timely made, accrued or reserved for. Except as required by Applicable Law or the terms of an Employee Plan, neither the Company nor any of its Subsidiaries has any plan or commitment to establish any new material Employee Plan in the United States or amend in any material respect an existing Employee Plan in the United States. (e) There are no Legal Proceedings pending or, to the Knowledge of the Company, threatened in writing on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan with respect to the administration or operation of such plans, other than routine claims for benefits that have been or are being handled through an administrative claims procedure. (f) None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any non-exempt “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material tax imposed by Section 4975 of the Code. (g) Neither the Company, any of its Subsidiaries nor any of their respective ERISA Affiliates has in the six (6) years prior to the date hereof maintained, participated in or contributed to (or been obligated to contribute to) (i) an Employee Plan subject to Section 412 of the Code or Title IV of ERISA, (ii) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (iii) a “multiple employer plan” as defined in Section 210 of ERISA or Section 413(c) of the Code, (iv) a “funded welfare plan” within the meaning of Section 419 of the Code or (v) a voluntary employees’ beneficiary association under Section 501(c)(9) of the Code. (h) Except as required by Applicable Law, no Employee Plan in the United States provides post-termination or retiree life insurance, health or other welfare benefits to any person, other than pursuant to Section 4980B of the Code or any similar Applicable Law. (i) Each Employee Plan, and any award thereunder, that is or forms part of a “nonqualified deferred compensation plan” subject to Section 409A of the Code has been maintained, operated and administered in compliance in all material respects in accordance with its terms and the applicable requirements of applicable law. Neither Acquiror Section 409A of the Code. (j) Except as expressly contemplated by this Agreement or set forth on Section 3.18(j) of the Company Disclosure Letter, neither the execution or delivery of this Agreement nor any ERISA Affiliate the consummation of Acquiror has incurred the transactions contemplated by this Agreement (including the Merger) will, either alone or is reasonably expected to incur any material liability under Title IV of ERISA in connection conjunction with any Acquiror Employee Planother event, (i) result in any payment or benefit becoming due or payable, or required to be provided, to any director, employee, consultant or independent contractor of the Company or any of its Subsidiaries, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee, consultant or independent contractor, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation or (iv) result in the payment of any amount that would not be deductible by reason of Section 280G of the Code. There is no contract, agreement, plan or arrangement to which the Company or any of its Subsidiaries is a party or by which it is bound to compensate any current or former service provider for excise taxes which may be required pursuant to Section 4999 of the Code or any Taxes required by Section 409A of the Code.

Employee Benefit Plans. (a) With Except as described in Section 5.14(a) of its Disclosure Schedule, neither it nor its Subsidiaries now maintains or contributes to, or has any liability in respect of, any pension, profit-sharing, deferred compensation, bonus, stock option, share appreciation right, severance, group or individual health, dental, medical, life insurance, survivor benefit, or similar plan, policy, or arrangement, whether formal or informal, for the benefit of any director, officer, consultant or employee, whether active or terminated, of any of them. (Each of the arrangements set forth in Section 5.14(a) of its Disclosure Schedule is hereinafter referred to as an "Employee Benefit Plan.") --------------------- (b) It has delivered to the other copies of each Employee Benefit Plan, and with respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, to the extent applicable, such Plan (i) such Acquiror Employee Planany associated trust, custodial, insurance, or service agreements, (ii) any annual report, actuarial report, or disclosure materials (including specifically any summary plan descriptions) submitted to any governmental agency or distributed to participants or beneficiaries thereunder in the most recent annual report (Form 5500)current or any of the three preceding calendar years, and (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, recently received Internal Revenue Service (v"IRS") the most recent actuarial report relating to --- determination letters and any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Plangovernmental advisory opinions or rulings. (bc) To the best of its knowledge, each Employee Benefit Plan is and has been maintained and operated in substantial compliance with the terms of such Plan and with the requirements prescribed (whether as a matter of substantive law or as necessary to secure favorable tax treatment) by any and all laws, including but not limited to ERISA and the Code and applicable to such Plan. Each Acquiror Employee Benefit Plan which that is intended to be qualified qualify under Section 401(a) of the Code and each trust forming part of an Employee Benefit Plan which is intended to qualify under Section 501(c)(9) of the Code is specifically so identified in Section 5.14(a) of its Disclosure Schedule and has received a favorable determination from been determined by the IRS covering to be so qualified, and to the provisions best of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and its knowledge, nothing has occurred since that has resulted or is likely to result in the date revocation of such letter determination as to such Plan or trust. (i) There is no pending, or to the best of its knowledge, threatened, legal action, proceeding, or investigation, other than routine claims for benefits, concerning any Employee Benefit Plan, or to the best of its knowledge, any fiduciary or service provider thereof, and to the best of its knowledge, there is no basis for any such legal action, proceeding, or investigation. (ii) No liability (contingent or otherwise) to the PBGC or any multi-employer plan has been incurred by it or its Subsidiaries or any of their respective ERISA affiliates (other than insurance premiums satisfied in due course). (iii) To the best of its knowledge, no Employee Benefit Plan nor any party in interest with respect thereof, has engaged in a prohibited transaction that could reasonably be expected subject it or its Subsidiaries directly or indirectly to affect liability under Section 409 or 502(i) of ERISA or Section 4975 of the qualified status Code. (iv) To the best of such plan. Each Acquiror Employee Plan its knowledge, no communication, report, or disclosure has been operated made that, at the time made, did not reflect accurately in all material respects in accordance with its the terms and operations of any Employee Benefit Plan. (v) No Employee Benefit Plan provides welfare benefits subsequent to termination of employment to employees or their beneficiaries (except to the requirements extent required by applicable state insurance laws and Title I, Part 6 of ERISA), other than (A) coverage mandated by applicable law. Neither Acquiror nor any ERISA Affiliate , (B) benefits the full cost of Acquiror has incurred which is borne by the current or former employees (or their beneficiaries), and (C) benefits that have already been satisfied in full. (e) With respect to each Employee Benefit Plan for which a separate fund of assets is or is reasonably expected required to incur be maintained, full payment has been made of all amounts that it or its Subsidiaries are required, under the terms of each such Plan, to have paid as contributions to that Plan. The current value of the assets of each such Employee Benefit Plan, as of the end of the most recently ended plan year of that Plan, exceeded the current value of all accrued benefits under that Plan. (f) Except as provided in Section 5.14(f) of the Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated hereby will not result in any material liability under payment (whether of severance pay or otherwise) becoming due from any Employee Benefit Plan to any current or former director, officer, consultant, or employee of it or its Subsidiaries or result in the vesting, acceleration of payment, or increases in the amount of any benefit payable to or in respect of any such current or former director, officer, consultant, or employee. (g) No Employee Benefit Plan is a multi-employer plan or subject to Section 412 of the Code or Title IV of ERISA. (h) For purposes of this Section 5.14, "multi-employer plan," "party in ------------------- -------- interest," "current value," "accrued benefit," "reportable event," and "benefit -------- ------------- --------------- ---------------- ------- liability" have the same meaning assigned such terms under Sections 3, 4043(b) --------- or 4001(a) of ERISA, and "ERISA in connection affiliate" means any entity that under Section --------------- 414 of the Code is treated as a single employer with any Acquiror Employee Planthe person making the relevant representation.

Employee Benefit Plans. (a) With respect to each material Section 3.12(a) of the Disclosure Schedule lists (i) all “employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA) ”), and all other material employee benefit or executive compensation arrangements, perquisite programs or payroll practices, whether written or unwritten, maintained by or contributed to, or required to be contributed to, by Acquiror Company or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code Company Subsidiary (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true “Company Benefit Plans”) and complete copy of, to the extent applicable, (i) such Acquiror Employee Plan, (ii) the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee Plan for designates which such a description Company Benefit Plan are solely maintained by Company and Company Subsidiary. (b) Neither the Company nor any ERISA Affiliate sponsors, maintains, contributes to or has any liability, contingent or otherwise, with respect to an “employee pension benefit plan,” as defined in Section 3(2) of ERISA that is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee PlanERISA. (bc) Each Acquiror Employee Company Benefit Plan which and its administration is in material compliance with its terms and all applicable laws, including ERISA and the Code. Each Company Benefit Plan that is intended to be qualified “qualified” under Section 401(a) 401 of the Code either has received a favorable determination letter from the IRS covering to such effect or the provisions Company is entitled to rely upon an opinion letter issued to the prototype plan sponsor. All contributions (including all employer contributions and employee salary reduction contributions), premiums and other payments required to have been made under any of the Tax Reform Act Company Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof, other than a failure to make contributions that is not material, and with respect to any such contributions, premiums or other payments required that are not yet due, to the extent required by GAAP, adequate reserves are reflected on the Balance Sheet or liability therefor was incurred in the ordinary course of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred business consistent with past practice since the date end of such letter fiscal quarter. (d) None of Company, Company Subsidiary, the officers of Company or the Company Benefit Plans which are subject to ERISA, any trusts created thereunder or any trustee or administrator thereof, has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that is not otherwise exempt or that could reasonably be expected subject Company, Company Subsidiary or any officer of Company to affect the qualified status of any material Tax or penalty on prohibited transactions imposed by such plan. Each Acquiror Employee Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred Section 4975 or is reasonably expected to incur any material liability under Section 502(i) or (1) of ERISA. (e) There are no pending actions, claims or lawsuits which have been asserted, instituted or, to Knowledge of such Seller, threatened, against the Company Benefit Plans, the assets of any of the trusts under such plans or the plan sponsor or the plan administrator, or against any fiduciary of the Company Benefit Plans with respect to the operation of such plans (other than routine benefit claims) which could result in any material liability to Company and Company Subsidiary. (f) Neither the Company nor the Company Subsidiary has any liability, contingent or otherwise, for providing, under any Company Benefit Plan or otherwise, any post-retirement medical or life insurance benefits, other than statutory liability for providing group health plan continuation coverage under Part 6 of Title IV I of ERISA and Section 4980B of the Code or applicable state law. (g) Except as set forth in connection Section 3.12(g) of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee, officer, director or consultant of the Company to severance pay, change in control payments or any other payment, (ii) accelerate the time of payment, or increase the amount of compensation or benefit due, any such employee, officer, director or consultant, (iii) cause any amounts payable with respect to any Acquiror Employee PlanPlan to fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code or (iv) result in any prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available. No current or former employee, officer, director or consultant of the Company or any of its Affiliates is entitled to receive any additional payment from the Company or any of its Affiliates by reason of the excise Tax required by Section 4999(a), Section 409A or Section 457A of the Code being imposed on such Person by reason of the transactions contemplated by this Agreement or otherwise.

Employee Benefit Plans. (a) Schedule 3.13(a) attached hereto sets forth a complete list of each material Company Benefit Plan. With respect to each material employee benefit planCompany Benefit Plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror Seller has made available to Target a true Acquiror true, correct and complete copy ofcopies of the following, to the extent applicable, : (i) such Acquiror Employee Planeach Company Benefit Plan and related trust or funding vehicle (including all amendments thereto), (ii) the most recent annual report reports filed with the Internal Revenue Service or Department of Labor (Form 5500or similar Governmental Authorities in other jurisdictions), and (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Planor other valuation reports. (b) Each Acquiror Employee Plan which is intended to be qualified under Section 401(aExcept as set forth on Schedule 3.13(b) of the Code has received a favorable determination from the IRS covering the provisions of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could attached hereto, or as would not reasonably be expected to affect result in material liability to the qualified status of such plan. Companies: (i) Each Acquiror Employee Company Benefit Plan has been operated administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the requirements Code. (ii) Each Company Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (A) has received a favorable determination or opinion letter as to its qualification, (B) has been established under a standardized master and prototype or volume submitter plan for which a current favorable advisory letter or opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer, or (C) has time remaining under applicable law. Neither Acquiror nor Laws to apply for a determination or opinion letter or to make any ERISA Affiliate amendments necessary to obtain a favorable determination or opinion letter. (iii) With respect to the Companies, there is no pending or, to the knowledge of Acquiror has incurred Sellers, threatened claim (other than a routine claim for benefits), proceeding, examination, audit, investigation or is reasonably expected other proceeding with respect to incur any material liability under Title IV of ERISA in connection with any Acquiror Employee Company Benefit Plan. (iv) With respect to the Companies, each Company Benefit Plan that is subject to the Laws of any jurisdiction outside of the United States (each a “Foreign Benefit Plan”) and that is required to be funded is funded in all material respects to the extent required by applicable Law, and with respect to all other Foreign Benefit Plans, adequate reserves therefore have been established on the accounting statements of the applicable Company to the extent required by applicable accounting standards.

Employee Benefit Plans. (a) With respect to Section 4.13(a) of the Company Disclosure Schedule sets forth a correct and complete list of each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror Company Benefit Plan. The Company has made available to Target a true Parent correct and complete copy ofcopies (or, if a plan or arrangement is not written, a written description) of all material Company Benefit Plans and amendments thereto, and, to the extent applicable, : (i) such Acquiror Employee Planall plan documents and all amendments thereto, and all related trust, or other funding documents, insurance contract, and any other material related agreement, and in the case of unwritten material Company Benefit Plans, written descriptions thereof, (ii) the most recent determination letter, ruling, opinion letter, information letter, or advisory opinion issued by the IRS or the United States Department of Labor, (iii) the most recently filed annual return/report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Planand accompanying schedules and attachments thereto, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredrecently prepared actuarial report and financial statements, (v) the most recent actuarial report relating prospectus or summary plan descriptions and any material modifications thereto, and (vi) all material and non-routine filings, documents, and correspondence received from or provided to any Acquiror Employee Governmental Entity. (b) None of the Acquired Companies nor any ERISA Affiliate thereof sponsors, maintains or contributes or is obligated to contribute to, or has in the past six (6) years sponsored, maintained or contributed or in the past six (6) years has been obligated to contribute to, nor is any of the Acquired Companies nor any ERISA Affiliate thereof reasonably expected to have any direct or indirect liability with respect to, Company Benefit Plan subject to Title IV of ERISA and (vior any multiemployer plan within the meaning of Section 4001(a)(3) the most recent IRS determination letter issued with respect to any Acquiror Employee Planor 3(37) of ERISA. (bc) Each Acquiror Employee Company Benefit Plan which is intended to be qualified under Section 401(a) of the Code has received or is permitted to rely upon a favorable determination from or opinion letter, or has time remaining for application to the IRS covering the provisions for a determination of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such planCompany Benefit Plan for any period for which such Company Benefit Plan would not otherwise be covered by an IRS determination and, to the Knowledge of the Company, there are no circumstances that would reasonably be expected to adversely affect such qualification. ​ (d) (i) Each Acquiror Employee Company Benefit Plan has been operated maintained in all material respects in accordance compliance with its terms and with the requirements prescribed by applicable Laws, including ERISA and the Code; (ii) no material litigation has commenced with respect to any Company Benefit Plan (other than routine claims for benefits) and, to the Knowledge of the Company, no such litigation is threatened; (iii) all contributions or other amounts payable by any of the Acquired Companies with respect to each Company Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with applicable law. Neither Acquiror nor any ERISA Affiliate Law; and (iv) there are no governmental audits or investigations pending or, to the Knowledge of Acquiror has incurred or is reasonably expected to incur any material liability under Title IV of ERISA the Company, threatened in writing in connection with any Acquiror Employee Company Benefit Plan. (e) No Company Benefit Plan provides for post-retirement or post-termination health, life insurance, or other welfare benefits except as required under Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or similar state Law. (f) Each Company Benefit Plan that is a “non-qualified deferred compensation plan” (as such term is defined in Section 409A(d)(1) of the Code) has been operated and maintained in all material respects in compliance with the requirements of Section 409A of the Code and applicable guidance issued thereunder. (g) Except as set forth on Section 4.13(g) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the Transactions will (either alone or together with any other event): (i) except as expressly provided in Section 3.7, result in, or cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any severance, bonus, or other payment or benefit (including forgiveness of indebtedness) to any current or former employee, officer, director or other service provider of any Acquired Company; (ii) limit or restrict the right of any of the Acquired Companies, or after the effective time, Parent or the Surviving Corporation, to merge, amend, or terminate any Company Benefit Plan; or (iii) result in any “parachute payment” (as defined in Section 280G(b)(2) of the Code). (h) None of the Acquired Companies has any obligation to pay or provide any Tax “gross-up” or similar “make-whole” payments or indemnities to any current or former employee, officer director, or other service provider of any Acquired Company.

Employee Benefit Plans. (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(32.16(a) of ERISAthe Company Disclosure Letter sets forth all material Company Plans. (b) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror The Company has made available to Target a true and complete copy Parent copies of, to the extent applicable, : (i) such Acquiror Employee Planthe plan document for each material Company Plan (in the case of unwritten material Company Plans, written descriptions thereof); (ii) the most recent annual report (Form 5500), Series 5500 and all schedules and financial statements attached thereto) with respect to each material Company Plan; (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for with respect to each Acquiror Employee Plan for which such a description is required, material Company Plan; (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (viiv) the most recent IRS determination or opinion letter issued with respect to each Company Plan intended to be qualified under Section 401(a) of the Code; and (v) all material correspondence with any Acquiror Employee Governmental Entity regarding any Company Plan. (bc) Each Acquiror Employee Company Plan which that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter (or opinion letter, if applicable) from the IRS covering the provisions of the Tax Reform Act of 1986 stating that such Acquiror Employee Company Plan is so qualified qualified, and, to the knowledge of the Company, no circumstances exist and nothing has no events have occurred since the date of such letter that could would reasonably be expected to affect the qualified status of such planCompany Plan. Each Acquiror Employee Company Plan has been operated in all material respects in accordance compliance with its terms and with all applicable Legal Requirements in all material respects. Without limiting the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is foregoing, except as would not reasonably be expected to incur any material have, individually or in the aggregate, a Company Material Adverse Effect, no liability under Title IV of ERISA has been incurred by the Company or any of its ERISA Affiliates that has not been satisfied in connection full and, to the knowledge of the Company, no condition exists that presents a risk to the Company of incurring such liability. (d) Except as set forth on Section 2.16(d) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or together with any Acquiror Employee other event): (i) entitle any current or former employee, officer, director or independent contractor of the Company or any Company Subsidiary to any payment or benefit; (ii) materially increase the amount of any compensation or other benefits otherwise payable by the Company or any Company Subsidiary; (iii) result in the acceleration of the time of payment, funding or vesting of any compensation or other benefits; or (iv) result in any “excess parachute payment” (within the meaning of Section 280G of the Code) becoming due to any current or former employee, officer, director or independent contractor of the Company or any Company Subsidiary. No Company Plan provides for any gross-up, make-whole or other similar payment or benefit in respect of any taxes under Section 4999 of the Code or Section 409A of the Code. (e) Each Company Plan has been maintained and operated in documentary and operational compliance in all material respects with Section 409A of the Code or an available exemption therefrom. No Company Plan provides health or other welfare benefits to retirees or other former employees or service providers of the Company or any Company Subsidiary other than pursuant to applicable Legal Requirements (including Section 4980B of the Code). There are no claims pending or, to the knowledge of the Company, threatened (other than routine claims for benefits in the ordinary course of business consistent with past practice), or Legal Proceedings, and, to the knowledge of the Company, no circumstance exists that would reasonably give rise to a claim or Legal Proceeding, against the Company Plans, any fiduciaries thereof or the assets of any trusts related thereto that, in each case, would reasonably be expected to result in any material liability of the Company or any Company Subsidiary. Except as 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 Plan by applicable Legal Requirements or otherwise, and (ii) all premiums due or payable with respect to insurance policies funding any Company Plan, have been timely made or paid in full or, to the extent not required to be made or paid, have been fully reflected on the books and records of the Company. (f) Each material Company Plan that is governed by the laws of any jurisdiction other than the United States or provides compensation or benefits to any current or former employee or other service provider of the Company or any Company Subsidiary (or any dependent thereof) who resides outside of the United States (each without regard to materiality, a “Foreign Plan”) is set forth on Section 2.16(f) of the Company Disclosure Letter. The Company has made available to Parent the plan document for each material Foreign Plan (in the case of unwritten material Foreign Plans, written descriptions thereof). With respect to each Foreign Plan, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) such Foreign Plan has been maintained, funded and administered in material compliance with applicable Legal Requirements and the requirements of such Foreign Plan’s governing documents and any applicable collective bargaining or other works council agreements, and (ii) such Foreign Plan has obtained from the Governmental Entity having jurisdiction with respect to such Foreign Plan any required determinations, if any, that such Foreign Plan is in compliance in all material respects with the applicable Legal Requirements and regulations of the relevant jurisdiction if such determinations are required in order to give effect to such Foreign Plan. (g) On the date of grant of each Company Option, the per share exercise price of each such Company Option was at least equal to the fair market value of one share of Company Common Stock on such date.

Employee Benefit Plans. (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(33.13(a) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target Company Disclosure Schedules sets forth a true and complete copy of, to the extent applicable, list of (i) all Employee Benefit Plans (including, for each such Acquiror Employee Benefit Plan, its jurisdiction) and (ii) all employee benefit plans sponsored by an entity other than the Company in which employees of the Group Companies participated during the three-year period prior to the date hereof. (b) True, complete and correct copies of the following documents, with respect to each Employee Benefit Plan, where applicable, have previously been delivered or made available to MEOA: (i) all documents embodying or governing such Employee Benefit Plan (or for unwritten Employee Benefit Plans a written description of the material terms of such Employee Benefit Plan) and any funding medium for the Employee Benefit Plan; (ii) the most recent annual report (Form 5500)IRS determination, advisory or opinion letter; (iii) each trust agreement related to such Acquiror Employee Plan, the most recently filed Form 5500; (iv) the most recent actuarial valuation report; (v) the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV and all summaries of ERISA and material modifications thereto; (vi) the most recent IRS determination letter issued last three years of non-discrimination and compliance testing results; (vii) all non-routine written correspondence to and from any governmental agency; and (viii) all valuation reports with respect to any Acquiror Employee PlanCompany Options. (bc) Each Acquiror Employee Benefit Plan which that is intended to be qualified under Section 401(a) of the Code is so qualified and has timely received a favorable determination or approval from the IRS covering Internal Revenue Service with respect to such qualification, or may rely on an opinion or advisory letter issued by the provisions Internal Revenue Service with respect to a prototype plan adopted in accordance with the requirements for such reliance, or has time remaining for application to the Internal Revenue Service for a determination of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. Employee Benefit Plan for any period for which such Employee Benefit Plan would not otherwise be covered by an Internal Revenue Service determination and, to the knowledge of the Company, no event or omission has occurred that would reasonably be expected to cause any such Employee Benefit Plan to lose such qualification. (d) Each Acquiror Employee Benefit Plan is and has been established, operated and administered in all material respects in accordance with applicable Laws and with its terms terms, including without limitation ERISA, the Code and the requirements Affordable Care Act. No Employee Benefit Plan is, or within the past three years has been, the subject of an application or filing under a government sponsored amnesty, voluntary compliance, or similar program, or been the subject of any self-correction under any such program. No litigation or governmental administrative proceeding, audit or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of the Company, threatened with respect to any Employee Benefit Plan or any fiduciary or service provider thereof and, to the knowledge of the Company, there is no reasonable basis for any such litigation or proceeding. All payments and/or contributions required to have been made with respect to all Employee Benefit Plans either have been made or have been accrued in accordance with the terms of the applicable lawEmployee Benefit Plan and applicable Law. (e) Each Employee Benefit Plan that is a group health plan is, and at all times has been, in compliance in all material respects with the Patient Protection and Affordable Care Act and all regulations thereunder. Neither Acquiror nor any ERISA Affiliate of Acquiror No Group Company has been assessed, or is reasonably likely to be assessed, Liability for assessable payments under, or has incurred or is reasonably expected to incur or to be subject to any material Tax or other material penalty under Sections 4980H, 4980D, 4980B of the Code or Sections 6055 or 6056 of the Code. (f) No Group Company nor any ERISA Affiliate has in the past three years maintained, contributed to, or been required to contribute to or had any liability (whether contingent or otherwise) or obligation (including on account of any ERISA Affiliate) with respect to: (i) any employee benefit plan that is or was subject to Title IV of ERISA, Section 412 of the Code, Section 302 of ERISA, (ii) a Multiemployer Plan, (iii) any funded welfare benefit plan within the meaning of Section 419 of the Code, (iv) any “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or (v) any “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA), and neither any Group Company nor any ERISA Affiliate has ever incurred any liability under Title IV of ERISA that has not been paid in connection full and no facts exist that would reasonably be likely to result in Liability to any Group Company with respect to any such plan. (g) No Group Company nor any ERISA Affiliate provides health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by Part 6 of Subtitle B of Title I of ERISA or similar Law), and no Group Company has ever formally promised to provide such post-termination benefits. (h) Except as required by applicable Law, no Group Company has announced its intention to modify or terminate any Employee Benefit Plan or adopt any arrangement or program which, once established, would come within the definition of an Employee Benefit Plan. (i) Each Employee Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder so that no payment under such Employee Benefit Plan will be subject to tax under Section 409A. (j) Neither the execution and delivery of this Agreement, the stockholder approval of this Agreement nor the consummation of the transactions contemplated by this Agreement could be reasonably expected to (either alone or in combination with any Acquiror other event) (i) result in, or cause the accelerated vesting payment, funding or delivery of, or increase the amount or value of, any payment or benefit to any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies, (ii) result in, or cause the accelerated vesting of any Company Options or Restricted Shares, (iii) further restrict any rights of the Group Companies to amend or terminate any Employee Benefit Plan, or (iv) result in any “parachute payment” as defined in Section 280G(b)(2) of the Code (whether or not such payment is considered to be reasonable compensation for services rendered). (k) The Group Companies have no obligation to make any tax “gross-up” or similar “make whole” payments, whether under Sections 409A or 4999 of the Code or otherwise. (l) Each Foreign Benefit Plan that is required to be registered or intended to be tax exempt has been registered (and, where applicable, accepted for registration) and is tax exempt and has been maintained in good standing, to the extent applicable, with each Governmental Entity. No Foreign Benefit Plan is a “defined benefit plan” (as defined in ERISA, whether or not subject to ERISA) or has any material unfunded or underfunded Liabilities. All material contributions required to have been made by or on behalf of the Group Companies with respect to plans or arrangements maintained or sponsored by a Group Company (including severance, termination notice, termination indemnities or other similar benefits maintained for employees outside of the U.S.) have been timely made or fully accrued.

Employee Benefit Plans. (a) With respect to each Each material employee benefit planplan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, programas amended ("ERISA"), arrangement and contract (including, without limitation, any "all other material employee benefit plan" as defined in agreements or arrangements that are not employee benefit plans within the meaning of Section 3(3) of ERISA) , including without limitation deferred compensation plans, incentive plans, bonus plans or arrangements, stock option plans, stock purchase plans, stock award plans, golden parachute agreements, severance pay plans, dependent care plans, cafeteria plans, employee assistance programs, scholarship programs, employment contracts, retention incentive agreements, noncompetition agreements, consulting agreements, confidentiality agreements and vacation policies, maintained or contributed to by Acquiror any Operating Subsidiary or any trade of their respective Subsidiaries, or business to which any Operating Subsidiary or any of their respective Subsidiaries contributes or with respect to which any Operating Subsidiary or any of their respective Subsidiaries may have any material liability (collectively, the "Employee Benefit Plans") is under common control listed on Schedule 3.10 of the Company Disclosure Letter. Except as disclosed in the Completed Commission Filings or as set forth on Schedule 3.10 of the Company Disclosure Letter: (a) each Employee Benefit Plan is in material compliance with Acquiror any applicable Law and has been administered and operated in all material respects in accordance with its terms; (b) each Employee Benefit Plan that is intended to be "qualified" within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, to the extent applicable, (i) such Acquiror Employee Plan, (ii) the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Plan. (b) Each Acquiror Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or opinion letter from the IRS covering Internal Revenue Service and, to the provisions knowledge of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing Company, no event has occurred since the date of such letter and no condition exists that could would reasonably be expected to affect result in the qualified status revocation of any such plan. Each Acquiror Employee Plan determination letter or opinion letter; (c) (i) none of the Operating Subsidiaries or any of their respective Subsidiaries or any Person that was at any time after December 1, 1996 treated as a single employer together with any Operating Subsidiary or any of their respective Subsidiaries under section 414 of the Code has been operated in all material respects in accordance ever maintained, had an obligation to contribute to, or contributed to, or incurred any liability with its terms and the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred respect to, a pension plan that is or is reasonably expected was subject to incur any material liability under Title IV of ERISA or Section 412 of the Code and (ii) none of the Operating Subsidiaries or any of their respective Subsidiaries or any Person that was at any time during the six (6)-year period immediately preceding the date of this Agreement treated as a single employer together with any Operating Subsidiary or any of their respective Subsidiaries under Section 414 of the Code has, within such six (6)-year period, had an obligation to contribute to, or contributed to, or incurred any unsatisfied liability with respect to, a multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA that is or was subject to Title IV of ERISA; (d) none of the Operating Subsidiaries or any of their respective Subsidiaries, or, to the knowledge of the Company, any other "disqualified person" or "party in interest" (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in any transactions in connection with any Acquiror Employee Benefit Plan that would reasonably be expected to result in the imposition of a material penalty pursuant to Section 502(i) of ERISA or a material tax pursuant to Section 4975 of the Code; (e) no claims have been made, commenced or, to the knowledge of the Company, threatened with respect to any Employee Benefit Plan (other than routine claims for benefits payable in the ordinary course, and appeals of denied routine claims for benefits payable in the ordinary course) that would reasonably be expected to result in a material liability of any Operating Subsidiary or any of their respective Subsidiaries; (f) no Employee Benefit Plan provides medical, surgical, hospitalization or life insurance benefits (whether or not insured by a third party) for employees or former employees of any Operating Subsidiary or any of their respective Subsidiaries for periods extending beyond their terminations of employment, other than coverage mandated by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or a similar state Law; and (g) the consummation of the transactions contemplated by this Agreement, either alone or in conjunction with another event (such as a termination of employment), will not (i) entitle any current or former employee of any Operating Subsidiary or any of their respective Subsidiaries to severance pay or any other payment under any Employee Benefit Plan, (ii) accelerate the time of payment or vesting, or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Employee Benefit Plan, or (iii) increase the amount of compensation due any such employee, or result in any material breach or violation of, or default under, any Employee Benefit Plan.

Employee Benefit Plans. (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" ", as defined in Section 3(3) of ERISA) ), maintained or contributed to by Acquiror Viacom or any trade of its subsidiaries, or business with respect to which is Viacom or any of its subsidiaries could incur liability under common control with Acquiror Section 4069 of ERISA, other than multiemployer plans within the meaning of Section 414 3(37) of the Code ERISA (the "ACQUIROR EMPLOYEE PLANSViacom Benefit Plans"), Acquiror has made available Viacom will provide to Target CBS within 15 days of this Agreement a true and complete correct copy of, to the extent applicable, of (i) such Acquiror Employee Plan, (ii) the most recent annual report (Form 5500)) filed with the IRS, (ii) such Viacom Benefit Plan, (iii) each trust agreement related relating to such Acquiror Employee Viacom Benefit Plan, (iv) the most recent summary plan description for each Acquiror Employee Viacom Benefit Plan for which such a summary plan description is required, (v) the most recent actuarial report or valuation relating to any Acquiror Employee a Viacom Benefit Plan subject to Title IV of ERISA ERISA, if any, and (vi) the most recent determination letter, if any, issued by the IRS determination letter issued with respect to any Acquiror Employee PlanViacom Benefit Plan qualified under Section 401(a) of the Code. Viacom will promptly following the date of this Agreement request a copy of each Viacom Benefit Plan that is a multiemployer plan within the meaning of Section 3(37) of ERISA from the trustees of such multiemployer plan and Viacom shall deliver such copy of the plan to CBS promptly upon its receipt thereof. (b) Each Acquiror Employee Viacom Benefit Plan has been administered in accordance with its terms, and in compliance with applicable laws, except as would not have a Viacom Material Adverse Effect. Viacom and its subsidiaries have performed all obligations required to be performed by them under, are not in any respect in default under or in violation of, and have no knowledge of any default or violation by any party to, any Viacom Benefit Plans, except as would not have a Viacom Material Adverse Effect. With respect to the Viacom Benefit Plans, no event has occurred and, to the knowledge of Viacom, there exists no condition or set of circumstances, in connection with which Viacom or any of its subsidiaries is reasonably likely to be subject to any liability under the terms of such Viacom Benefit Plans, ERISA, the Code or any other applicable Law except as would not have a Viacom Material Adverse Effect. Neither Viacom nor any of its subsidiaries has any actual or contingent liability under Title IV of ERISA (other than the payment of premiums to the Pension Benefit Guaranty Corporation) except as would not have a Viacom Material Adverse Effect. Neither Viacom nor any of its subsidiaries has any actual or contingent liability under Title IV of ERISA (other than the payment of premiums to the Pension Benefit Guaranty Corporation), including, without limitation, any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any multiemployer plan or multiple employer plan, and no fact or event exists which is reasonably likely to give rise to any such liability, except as would not, individually or in the aggregate, have a Viacom Material Adverse Effect. (c) Viacom has made available to CBS (i) copies of all employment agreements with the top five most highly compensated executive officers of Viacom or any of its subsidiaries; (ii) copies of all material severance agreements, programs and policies of Viacom or any of its subsidiaries with or relating to its or its subsidiaries' employees; and (iii) copies of all material plans, programs, agreements and other arrangements of Viacom or any of its subsidiaries with or relating to its or its subsidiaries' employees which contain change in control provisions. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including, without limitation, severance, unemployment compensation, "golden parachute" or otherwise) becoming due to any director, officer or employee of Viacom or any of its subsidiaries from Viacom or any of its affiliates under any Viacom Benefit Plan or otherwise, which payment is material in relation to the compensation previously provided to such individual (other than payments resulting from a change in responsibilities or reporting obligations of individual employees), (ii) materially increase any benefits otherwise payable under any Viacom Benefit Plan, which increase is material in relation to the benefits previously provided or (iii) result in any acceleration of the time of payment or vesting of any material benefits. (d) Each Viacom Benefit Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has timely received a favorable determination letter from the IRS covering all of the provisions of applicable to the Tax Reform Act of 1986 stating Plan for which determination letters are currently available that such Acquiror Employee the Viacom Benefit Plan is so qualified and nothing each trust established in connection with any Viacom Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter that could or letters from the IRS which is reasonably be expected likely to adversely affect the qualified status of any such plan. Each Acquiror Employee Viacom Benefit Plan has been operated in all material respects in accordance with its terms and or the requirements exempt status of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any material liability under Title IV of ERISA in connection with any Acquiror Employee Plansuch trust.

Employee Benefit Plans. (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" ", as defined in Section 3(3) of ERISA) ), maintained or contributed to by Acquiror Viacom or any trade of its subsidiaries, or business with respect to which is Viacom or any of its subsidiaries could incur liability under common control with Acquiror Section 4069 of ERISA, other than multiemployer plans within the meaning of Section 414 3(37) of the Code ERISA (the "ACQUIROR EMPLOYEE PLANSViacom Benefit Plans"), Acquiror has made available Viacom will provide to Target CBS within 15 days of this Agreement a true and complete correct copy of, to the extent applicable, of (i) such Acquiror Employee Plan, (ii) the most recent annual report (Form 5500)) filed with the IRS, (ii) such Viacom Benefit Plan, (iii) each trust agreement related relating to such Acquiror Employee Viacom Benefit Plan, (iv) the most recent summary plan description for each Acquiror Employee Viacom Benefit Plan for which such a summary plan description is required, (v) the most recent actuarial report or valuation relating to any Acquiror Employee a Viacom Benefit Plan subject to Title IV of ERISA ERISA, if any, and (vi) the most recent determination letter, if any, issued by the IRS determination letter issued with respect to any Acquiror Employee PlanViacom Benefit Plan qualified under Section 401(a) of the Code. Viacom will promptly following the date of this Agreement request a copy of each Viacom Benefit Plan that is a multiemployer plan within the meaning of Section 3(37) of ERISA from the trustees of such multiemployer plan and Viacom shall deliver such copy of the plan to CBS promptly upon its receipt thereof. (b) Each Acquiror Employee Viacom Benefit Plan has been administered in accordance with its terms, and in compliance with applicable laws, except as would not have a Viacom Material Adverse Effect. Viacom and its subsidiaries have performed all obligations required to be performed by them under, are not in any respect in default under or in violation of, and have no knowledge of any default or violation by any party to, any Viacom Benefit Plans, except as would not have a Viacom Material Adverse Effect. With respect to the Viacom Benefit Plans, no event has occurred and, to the knowledge of Viacom, there exists no condition or set of circumstances, in connection with which Viacom or any of its subsidiaries is reasonably likely to be subject to any liability under the terms of such Viacom Benefit Plans, ERISA, the Code or any other applicable Law except as would not have a Viacom Material Adverse Effect. Neither Viacom nor any of its subsidiaries has any actual or contingent liability under Title IV of ERISA (other than the payment of premiums to the Pension Benefit Guaranty Corporation) except as would not have a Viacom Material Adverse Effect. Neither Viacom nor any of its subsidiaries has any actual or contingent liability under Title IV of ERISA (other than the payment of premiums to the Pension Benefit Guaranty Corporation), including, without limitation, any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no fact or event exists which is reasonably likely to give rise to any such liability, except as would not, individually or in the aggregate, have a Viacom Material Adverse Effect. (c) Viacom has made available to CBS (i) copies of all employment agreements with the top five most highly compensated executive officers of Viacom or any of its subsidiaries; (ii) copies of all material severance agreements, programs and policies of Viacom or any of its subsidiaries with or relating to its or its subsidiaries' employees; and (iii) copies of all material plans, programs, agreements and other arrangements of Viacom or any of its subsidiaries with or relating to its or its subsidiaries' employees which contain change in control provisions. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including, without limitation, severance, unemployment compensation, "golden parachute" or otherwise) becoming due to any director, officer or employee of Viacom or any of its subsidiaries from Viacom or any of its affiliates under any Viacom Benefit Plan or otherwise, which payment is material in relation to the compensation previously provided to such individual (other than payments resulting from a change in responsibilities or reporting obligations of individual employees), (ii) materially increase any benefits otherwise payable under any Viacom Benefit Plan, which increase is material in relation to the benefits previously provided or (iii) result in any acceleration of the time of payment or vesting of any material benefits. (d) Each Viacom Benefit Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has timely received a favorable determination letter from the IRS covering all of the provisions of applicable to the Tax Reform Act of 1986 stating Plan for which determination letters are currently available that such Acquiror Employee the Viacom Benefit Plan is so qualified and nothing each trust established in connection with any Viacom Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter that could or letters from the IRS which is reasonably be expected likely to adversely affect the qualified status of any such plan. Each Acquiror Employee Viacom Benefit Plan has been operated in all material respects in accordance with its terms and or the requirements exempt status of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any material liability under Title IV of ERISA in connection with any Acquiror Employee Plansuch trust.

Employee Benefit Plans. (a) Buyer has listed all Plans on the Buyer Disclosure Schedule, and no trust funds are so maintained in connection with any employee welfare benefit plan. Buyer has delivered or made available to the Company a true, correct and complete copy of each of the Plans identified on such list. As to each of such Plans that is funded, Buyer has delivered or made available to the Company a true, correct and complete copy of the most recent annual financial report with respect to such Plan, and any subsequent interim report. There have been no adverse changes in the financial status of any such Plans since the date of the most recent report provided with respect thereto. (b) Buyer has also specifically identified on the Buyer Disclosure Schedule each of the Plans that is represented to be a qualified plan under Section 401(a) of the Code. With respect to each material of the Plans so identified, the following are true: (i) the plan, in form and operation, currently satisfies, and for all years subsequent to the establishment of, such plan has satisfied, the qualification requirements of Section 401(a) or 403(a) of the Code, as applicable; and (ii) except as identified on the Buyer Disclosure Schedule, the IRS has issued a favorable letter of determination with respect to the Plan as amended to date, and all amendments required by the Code as a condition of retention of such qualified status as of the date hereof have been or will be adopted within time limits required to maintain such status. Each of such Plans is and has been operating in compliance with all amendments required by the Tax Reform Act of 1986 and subsequent legislation and regulations. (c) Buyer and each subsidiary does not now maintain or contribute to, nor, except as set forth on the Buyer Disclosure Schedule, has Buyer or any subsidiary at any time maintained or contributed to, any employee benefit planplan which is subject to Title IV of ERISA. Except as set forth in the Buyer Disclosure Schedule, programall contributions payable to any of the Plans for any plan year ending prior to the date hereof have been paid in full on a timely basis and no accumulated funding deficiency (as defined in Section 302(a)(2) of ERISA) has been incurred. (d) Buyer has not engaged in, nor entered into any arrangement pursuant to which any person or entity is contractually bound to enter into, any transaction which could result in imposition upon either the Company or Buyer of any excise tax under Sections 4971 through 4980B, inclusive, and contract Section 5000 of the Code or civil liability under Section 502(i) or 502(l) of ERISA or otherwise incurred a liability for any excise tax, other than excise taxes which have heretofore been paid or have been accrued on the Buyer's Interim Financial Statements. (e) Buyer and each subsidiary has (i) filed or caused to be filed on a timely basis each and every return, report, statement, notice, declaration and other document required to be filed with any governmental agency (including, without limitation, any "employee benefit plan" as defined in Section 3(3the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation and the SEC) of ERISA) maintained or contributed with respect to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 each of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, to the extent applicable, (i) such Acquiror Employee Plan, Plans; (ii) the most recent annual report (Form 5500), timely complied with all applicable participant disclosure requirements of ERISA; and (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, (v) the most recent actuarial report relating to has maintained in full force and effect any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Plan. (b) Each Acquiror Employee Plan which is intended to be qualified bond required under Section 401(a) of the Code has received a favorable determination from the IRS covering the provisions of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. Each Acquiror Employee Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any material liability under Title IV of ERISA in connection with such Plans. (f) Buyer is not and has never been a member of a controlled group of corporations, an unincorporated trade or business under common control, or a member of an affiliated service group (as such terms are defined in Sections 414(b), 414(c) and 414(m) of the Code), involving any Acquiror Employee Planother entity. (g) Buyer does not maintain any employee benefit plan providing benefits to former employees or directors, other than health coverage mandated by applicable law. (h) Buyer has complied in all respects with the "COBRA" requirements of Section 4980B of the Code.

Employee Benefit Plans. (a) Section 4.12(a) of the Company Disclosure Schedule includes a complete list of all Employee Benefit Arrangements (other than Employment Agreements that are not Material Employment Agreements). (b) With respect to each material employee benefit plan, program, arrangement and contract Plan (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"other than Employment Agreements that are not Material Employment Agreements), Acquiror the Company has delivered or made available to Target Parent a true true, correct and complete copy of, to the extent applicable, : (i) each writing constituting a part of such Acquiror Employee Plan, including all plan documents, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; (ii) the most recent annual report Annual Report (Form 5500)5500 Series) and accompanying schedule, if any; (iii) the current summary plan description and any material modifications thereto, if any (in each trust agreement related case, whether or not required to such Acquiror Employee Plan, be furnished under ERISA); (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredannual financial report, if any; (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA report, if any; and (vi) the most recent IRS determination letter issued with respect from the Internal Revenue Service (the “IRS”), if any. The Company has delivered or made available to Parent a true, correct and complete copy of each Material Employment Agreement. Except as specifically provided in the foregoing documents delivered to Parent, there are no amendments to any Acquiror Employee PlanPlan or Material Employment Agreement that have been adopted or approved, nor has the Company or any of its Subsidiaries committed to make any such amendments or to adopt or approve any new Plan or Material Employment Agreement. (bc) Each Acquiror Employee Section 4.12(c) of the Company Disclosure Schedule identifies each Plan which that is intended to be a “qualified under plan” within the meaning of Section 401(a) of the Code (“Qualified Plans”). The IRS has received issued a favorable determination from letter with respect to each Qualified Plan and the IRS covering related trust that has not been revoked, or there is pending, or time remaining in which to file, an application for such a determination letter, and the provisions Company knows of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified no existing circumstances and nothing has no events have occurred since the date of such letter that could reasonably be expected to adversely affect the qualified status of any Qualified Plan or the related trust and which would not be correctible under the Employee Plans Correction Resolution System without material cost to the Company and its Subsidiaries. Section 4.12(c) of the Company Disclosure Schedule identifies each trust funding to any Plan which is intended to meet the requirements of Code Section 501(c)(9), and each such plantrust meets such requirements and provides no disqualified benefits (as such term is defined in Code Section 4976(b)). (d) All contributions required to be made to any Plan by applicable Law or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Plan, for any period through the date hereof have been timely made or paid in full. Each Acquiror Employee Plan that is an employee welfare benefit plan under Section 3(1) of ERISA either (i) is funded through an insurance company contract and is not a “welfare benefit fund” within the meaning of Section 419 of the Code or (ii) is unfunded. (e) With respect to each Plan, the Company and its Subsidiaries have complied, and are now in compliance, in all material respects, with all provisions of ERISA, the Code and all Laws applicable to such Plans. Each Plan has been operated administered in all material respects in accordance with its terms terms. There is not now, nor do any circumstances exist that could give rise to, any requirement for the posting of security with respect to a Plan or the imposition of any lien on the assets of the Company or any of its Subsidiaries under ERISA or the Code. (f) No Plan is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. (g) No Employee Benefit Arrangement 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 (a “Multiple Employer Plan”); (ii) none of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has, at any time during the last six (6) years, contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan; and (iii) none of the requirements Company, any of applicable lawits Subsidiaries or any of their respective ERISA Affiliates has incurred any Withdrawal Liability that has not been satisfied in full. (h) There does not now exist, nor do any circumstances exist that could result in, any Controlled Group Liability that would be a liability of the Company or any of its Subsidiaries following the Effective Time. Neither Acquiror Without limiting the generality of the foregoing, neither the Company nor any of its Subsidiaries, nor any of their respective ERISA Affiliate Affiliates, has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of Acquiror ERISA. (i) The Company and its Subsidiaries have no liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA, premiums for which are either paid by the employee or other qualified beneficiary or are not, in the aggregate, material. There has incurred been no communication to employees by the Company or is any of its Subsidiaries which could reasonably be interpreted to promise or guarantee such employees’ retiree health or life insurance or other retiree death benefits on a permanent basis. (j) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer or director of the Company or any of its Subsidiaries, or result in any limitation on the right of the Company or any of its Subsidiaries to amend, merge, terminate or receive a reversion of assets from any Plan, Material Employment Agreement or related trust. Without limiting the generality of the foregoing, no amount paid or payable (whether in cash, in property, or in the form of benefits) in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code. No Plan or Material Employment Agreement provides for a “gross up” or similar payments in respect of any Taxes that may become payable under Section 409A or Section 4999 of the Code. (k) None of the Company, its Subsidiaries nor any other Person, including any fiduciary, has engaged in any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA), which could subject any of the Plans or their related trusts, the Company, any of its Subsidiaries or any Person that the Company or any of its Subsidiaries has an obligation to indemnify to any material tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA. (l) There are no pending or, to the knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course of business consistent with past practice), lawsuits or arbitrations which have been asserted or instituted, and, to the Company’s knowledge, no set of circumstances exists which may reasonably give rise to a claim or lawsuit, against the Plans, any fiduciaries thereof with respect to their duties to the Plans or the assets of any of the trusts under any of the Plans which could reasonably be expected to incur result in any material liability under Title IV of ERISA the Company or any of its Subsidiaries to the Pension Benefit Guaranty Corporation, the Department of Treasury, the Department of Labor, any Multiemployer Plan, any Plan, any participant in connection a Plan, or any other party. (m) All Employee Benefit Arrangements subject to the Law of any jurisdiction outside of the United States (i) have been maintained in all material respects in accordance with all applicable requirements, (ii) if they are intended to qualify for special tax treatment meet all necessary requirements for such treatment and (iii) if they are intended to be funded and/or book-reserved are fully funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions. (n) Each Company Stock Option (i) was granted in compliance with all applicable Laws and all of the terms and conditions of the Company Stock Plans pursuant to which it was issued, (ii) has an exercise price per Share equal to or greater than the fair market value of a Share on the date of such grant, (iii) has a grant date identical to the date on which the Company Board or its Compensation Committee actually awarded such Company Stock Option and (iv) qualifies for the tax and accounting treatment afforded to such Company Stock Option in the Company’s Tax Returns and the financial statements included in the Company SEC Reports. (o) Each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) (a “Nonqualified Deferred Compensation Plan”) and any Acquiror Employee Planaward thereunder has been operated since January 1, 2005 in good faith compliance with Section 409A of the Code, IRS Notice 2005-1, Proposed Regulation Sections 1.409A-1 through 1.409A-6 inclusive and Final Regulations Sections 1.409A-1 through 1.409A-6 inclusive (collectively, the “409A Authorities”). No Plan that would be a Nonqualified Deferred Compensation Plan subject to Section 409A of the Code but for the effective date provisions that are applicable to Section 409A of the Code, as set forth in Section 885(d) of the American Jobs Creation Act of 2004, as amended (“AJCA”), has been “materially modified” within the meaning of Section 885(d)(2)(B) of AJCA after October 3, 2004, based upon a good faith, reasonable interpretation of AJCA and the 409A Authorities.

Employee Benefit Plans. (a) With respect to Section 4.14 of the Company Disclosure Letter lists the name of each material employee benefit plan, program, arrangement and contract Company Benefit Plan (including, without limitation, any "employee benefit plan" as defined in Section 3(3other than (i) of ERISA) Company Benefit Plans maintained or contributed to by Acquiror for the benefit of any current or former employees, directors officers or consultants of the Company or any trade of its Subsidiaries located outside the United States, except for Company Benefit Plans maintained or business which is under common control with Acquiror within contributed to for the meaning benefit of Section 414 any current or former employees, directors officers or consultants of the Code Company or any of its Subsidiaries located primarily in India or (ii) Company Benefit Plans mandated by applicable Law). For such Company Benefits Plans, the "ACQUIROR EMPLOYEE PLANS"), Acquiror Company has made available to Target a true and complete copy of, to Parent copies of the extent applicable, following: (i) such Acquiror Employee Plan, the most recent Company Benefit Plan document and all amendments thereto; (ii) the most recent annual report on Form 5500 filed with respect to each Company Benefit Plan (Form 5500), if required by applicable Law) and the most recent actuarial report in respect of any Company Benefit Plan that is a single employer pension plan subject to Title IV of ERISA; (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee Company Benefit Plan for which such a summary plan description is required, required by applicable Law and all related summaries of material modifications; (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (viiv) the most recent IRS determination letter issued determination, notification, or opinion letter, if any, received with respect to each applicable Company Benefit Plan; and (v) each trust agreement, insurance Contract, annuity Contract, or other funding arrangement in effect as of the date hereof and relating to any Acquiror Employee Company Benefit Plan. Except as specifically set forth in the foregoing documents made available to Parent, there are no material amendments to any Company Benefit Plan that have been adopted or approved, and neither the Company nor any of its Subsidiaries has undertaken to make any material amendments or to adopt or approve any new Company Benefit Plan. (b) Each Acquiror Employee Company Benefit Plan (i) has been established, operated and administered in accordance with its terms and applicable Law, including ERISA and the Code, except for instances of noncompliance that would not constitute, individually or in the aggregate, a Company Material Adverse Effect and (ii) all contributions, premiums and other payments required to be made with respect to each Company Benefit Plan have been made on or before their due dates under applicable Law and the terms of such Company Benefit Plan or, to the extent not required to be made or paid on or prior to the date hereof, have been fully reflected on the Company’s financial statements in accordance with GAAP, except, in both cases, where failure to do so would not constitute, individually or in the aggregate, a Company Material Adverse Effect. There are no pending or, to the Knowledge of the Company, threatened investigations by any Governmental Authority, termination proceedings or other claims (except claims for benefits in the ordinary course) against or involving any Company Benefit Plan or asserting any rights to or claims for benefits under any Company Benefit Plan, in each case, other than any such investigations, proceedings, or claims that would not constitute, individually or in the aggregate, a Company Material Adverse Effect. (c) No Company Benefit Plan is a Multiemployer Plan nor is any Company Benefit Plan subject to Section 302 or Title IV of ERISA or Section 412 of the Code. No liability under Title IV or Section 302 of ERISA that has not been satisfied in full, and no condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring any such liability, other than liability for premiums due the Pension Benefit Guaranty Corporation (which premiums have been paid when due) and other than liabilities that would not constitute, individually or in the aggregate, a Company Material Adverse Effect. None of the Company. any of its Subsidiaries nor any other Person that, together with the Company or any of its Subsidiaries, is or was treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, together with the Company, an “ERISA Affiliate”), is now contributing to or has any liability to, or has at any time within the past six (6) years (and in the case of any such other Person, only during the period within the past six (6) years that such other Person was an ERISA Affiliate) contributed to or had any liability to (i) a pension plan (within the meaning of Section 3(2) of ERISA) subject to Section 412 of the Code or Title IV of ERISA; (ii) a Multiemployer Plan; or (iii) a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which an ERISA Affiliate would reasonably be expected to incur liability under Section 4063 or 4064 of ERISA. (d) Each Company Benefit Plan intended to be qualified under Section 401(a) of the Code or any similar provision of non-U.S. law, and the trust (if any) forming a part thereof, has received a favorable determination or opinion letter from the IRS covering as to its qualification under the provisions Code and to the effect that each such trust is exempt from taxation under Section 501(a) of the Tax Reform Act Code or has satisfied the applicable requirements for qualification outside the United States, and, to the Knowledge of 1986 stating that such Acquiror Employee Plan is so qualified and the Company, nothing has occurred since the date of such determination or opinion letter that could reasonably be expected to affect would constitute, individually or in the qualified status of aggregate, a Company Material Adverse Effect on such plan. Each Acquiror Employee qualification or tax-exempt status. (e) Except as would not constitute, individually or in the aggregate, a Company Material Adverse Effect, no Company Benefit Plan has been operated in all material respects in accordance with its terms provides post-termination welfare benefits, and neither the requirements of applicable law. Neither Acquiror Company nor any of its Subsidiaries has any obligation to provide any post-termination welfare benefits, in each case, other than health care continuation as required by Section 4980B of the Code, ERISA Affiliate or similar Law of Acquiror any state or foreign jurisdiction and at no expense to the Company or any of its Subsidiaries. (f) Neither the execution by the Company of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon occurrence of any additional or subsequent events) (i) constitute an event under any Company Benefit Plan or any trust or loan related to any Company Benefit Plans that will or may result in any payment, acceleration, forgiveness of indebtedness, vesting, distribution, increase in the amount or value of, or any payment or benefits or obligation to fund benefits with respect to any Person or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company to amend, merge, terminate or receive a reversion of assets from any Company Benefit Plan or related trust. (g) Neither the Company nor any of its Subsidiaries has incurred any obligation to indemnify, hold harmless or is reasonably expected gross-up any individual with respect to incur any material liability Tax, penalty or interest under Title IV Section 280G or 409A of ERISA in connection with any Acquiror Employee Planthe Code.

Employee Benefit Plans. (a) With respect to Section 4.19(a) of the JBG Disclosure Letter sets forth a correct and complete list of all material JBG Benefit Plans. For each material employee benefit plan, program, arrangement and contract JBG Benefit Plan (including, without limitation, other than any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"Multiemployer Plan), Acquiror has the JBG Parties have made available to Target a true and complete copy ofthe Vornado Parties, to the extent applicable, accurate and complete copies of (i) such Acquiror Employee Planthe Plan document, including any amendments thereto, and all related trust documents, insurance contracts or other funding vehicles, (ii) the most recent annual report (Form 5500)a written description, if not set forth in a written document, (iii) each trust agreement related to such Acquiror Employee Planthe most recently prepared actuarial report, and (iv) all material correspondence to or from any Governmental Entity received in the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Planlast three years. (bi) Each Acquiror Employee JBG Benefit Plan (other than any Multiemployer Plan) has been established and administered in accordance with its terms and in compliance in all material respects with all applicable Laws, including ERISA and the Code, (ii) all material contributions, benefits and premiums required by and due under the terms of each JBG Benefit Plan for current or prior plan years have been paid or accrued in accordance with GAAP, and (iii) there are no pending or, to the JBG Parties’ knowledge, threatened claims (other than routine claims for benefits) or proceedings by a Governmental Entity by, on behalf of or against any JBG Benefit Plan or any trust related thereto which could reasonably be expected to result in any material liability to any JBG Party or any of their Subsidiaries. (c) Each JBG Benefit Plan (other than any Multiemployer Plan) that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS covering Internal Revenue Service or is the provisions subject of a favorable opinion letter from the Tax Reform Act Internal Revenue Service on the form of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date JBG Benefit Plan, a copy of such letter has been made available to the Vornado Parties, and, to the JBG Parties’ knowledge, there are no facts or circumstances that could would be reasonably be expected likely to adversely affect the qualified status of any such planJBG Benefit Plan. Each Acquiror Employee trust established in connection with any JBG Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt, and, to the JBG Parties’ knowledge, no fact or event has been operated occurred that would reasonably be expected to adversely affect the exempt status of any such trust. (d) Section 4.19(d) of the JBG Disclosure Letter sets forth, as of the date of this Agreement, each (i) Multiemployer Plan, or (ii) single employer plan or other pension plan that is subject to Title IV or Section 302 of ERISA or Section 412 of the Code, in all material respects in accordance with its terms and each case, that any JBG Party or any of their respective Subsidiaries or ERISA Affiliates, sponsors, maintains or contributes to, or has within the last six (6) years prior to the date hereof sponsored, maintained or contributed to. For any JBG Benefit Plan subject to the minimum funding requirements of applicable law. Neither Acquiror nor any Section 412 of the Code or Title IV of ERISA Affiliate (other than a Multiemployer Plan), (i) no such plan has failed to satisfy the minimum funding standards of Acquiror has incurred Section 302 of ERISA or is reasonably expected Sections 412 or 418(B) of the Code, respectively, (ii) no unsatisfied liability (other than for premiums to incur any material liability the PBGC) under Title IV of ERISA has been, or is expected to be, incurred by a JBG Party or any of its Subsidiaries or ERISA Affiliates, (iii) the PBGC has not instituted proceedings to terminate any such JBG Benefit Plan and (iv) no “reportable event” within the meaning of Section 4043 of ERISA ((excluding any such event for which the thirty (30) day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there remains any outstanding liability, nor has any event described in connection Sections 4062, 4063 or 4041 of ERISA occurred. Except as set forth on Section 4.19(d) of the JBG Disclosure Letter, neither such JBG Party nor any of its Subsidiaries or ERISA Affiliates have incurred or would be likely to incur (whether as a result of the Transactions or otherwise) any liability (including any indirect, contingent or secondary liability) to or on account of a Multiemployer Plan pursuant to Sections 515, 4201, 4204 or 4212 of ERISA; and JBG Parties and each of their respective Subsidiaries and ERISA Affiliates have made all required contributions and are not delinquent in any contributions to any Multiemployer Plan. (e) No JBG Benefit Plan provides health, accident, disability, life insurance benefits to any JBG Service Provider (or any spouse, beneficiary or dependent of the foregoing) beyond the termination of service or retirement of such JBG Service Provider other than as required under Section 4980B of the Code or any similar applicable Law or at the sole expense of such JBG Service Provider. (f) No assets of the JBG Parties or any of their ERISA Affiliates constitute “plan assets” for purposes of Title I of ERISA or Section 4975 of the Code or any applicable similar Law. (g) Neither the execution and delivery of this Agreement, nor the consummation of the Transactions, either alone or in combination with another event (whether contingent or otherwise) will (i) entitle any current or former JBG Service Provider to any payment; (ii) increase the amount of compensation or benefits due to any such JBG Service Provider; (iii) accelerate the vesting, funding or time of payment of any compensation, equity award or other benefit to any JBG Service Provider; or (iv) result in the payment of any amount to any JBG Service Provider that could, individually or in combination with any Acquiror Employee Planother such payment, constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code. (h) Neither such JBG Party nor any of its Subsidiaries is a party to, or has any obligation under, any Contract or JBG Benefit Plan to compensate any Person for additional taxes payable pursuant to Sections 409A or 4999 of the Code.

Employee Benefit Plans. (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(33.11(a) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target Company Disclosure Schedules sets forth a true and complete copy oflist of all material Employee Benefit Plans (including, for each such Employee Benefit Plan, its jurisdiction). (b) True and complete copies of the following documents, with respect to each Employee Benefit Plan, where applicable, have previously been delivered or made available to the extent applicable, Investors: (i) all documents embodying or governing such Acquiror Employee Benefit Plan (or for unwritten Employee Benefit Plans a written description of the material terms of such Employee Benefit Plan, ) and any funding medium for the Employee Benefit Plan; (ii) the most recent annual report (Form 5500)IRS determination, advisory or opinion letter; (iii) each trust agreement related to such Acquiror Employee Plan, the most recent annual reports (Form 5500 or 990 series and all schedules and financial statements thereto); (iv) the most recent actuarial valuation report; (v) the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and all modifications thereto; (vi) the most recent IRS determination letter issued last three years of non-discrimination testing results; and (vii) all non-routine written correspondence to and from any governmental agency received with respect to any Acquiror Employee Benefit Plan. (bc) Each Acquiror Employee Benefit Plan which that is intended to be qualified under Section 401(a) of the Code has timely received a favorable determination or approval from the IRS covering Internal Revenue Service with respect to such qualification, or may reasonably rely on an opinion or advisory letter issued by the provisions Internal Revenue Service with respect to a prototype plan adopted in accordance with the requirements for such reliance, or has time remaining for application to the Internal Revenue Service for a determination of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such planEmployee Benefit Plan for any period for which such Employee Benefit Plan would not otherwise be covered by an Internal Revenue Service determination and, to the knowledge of the Company, no event or omission has occurred that would reasonably be expected to cause any such Employee Benefit Plan to lose such qualification. With respect to any Employee Benefit Plan, no Group Company could reasonably be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code. (d) Each Acquiror Employee Benefit Plan (including any related trusts), other than “multiemployer plans” within the meaning of Section 3(37) of ERISA (each, a “Multiemployer Plan”) is and has been established, operated and administered in all material respects in accordance with applicable Laws and with its terms terms, including, without limitation, ERISA, the Code and the requirements Affordable Care Act. No Employee Benefit Plan is, or within the past six (6) years has been, the subject of an application or filing under a government sponsored amnesty, voluntary compliance, or similar program, or been the subject of any self-correction under any such program. No Proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of the Company, threatened with respect to any Employee Benefit Plan or any fiduciary or service provider thereof and, to the knowledge of the Company, there is no reasonable basis for any such Proceeding. All payments and/or contributions required to have been made with respect to all Employee Benefit Plans either have been made or have been accrued in accordance with the terms of the applicable law. Neither Acquiror Employee Benefit Plan and applicable Law. (e) No Group Company or any ERISA Affiliate has in the past six (6) years maintained, contributed to, or been required to contribute to or had any liability (whether contingent or otherwise) or obligation (including on account of any ERISA Affiliate) with respect to: (i) any Employee Benefit Plan that is or was subject to Title IV of ERISA, Section 412 of the Code, or Section 302 of ERISA, (ii) a Multiemployer Plan, (iii) any funded welfare benefit plan within the meaning of Section 419 of the Code, (iv) any “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or (v) any “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA), and neither any Group Company nor any ERISA Affiliate of Acquiror has ever incurred or is reasonably expected to incur any material liability under Title IV of ERISA that has not been paid in connection full. (f) No Group Company or any ERISA Affiliate provides health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by Part 6 of Subtitle B of Title I of ERISA or similar Law), and no Group Company has ever formally promised to provide such post-termination benefits. (g) Each Employee Benefit Plan may be amended, terminated or otherwise modified (including cessation of participation) by the Company to the greatest extent permitted by applicable Law. Except as required by applicable Law, no Group Company has announced its intention to modify or terminate any Employee Benefit Plan or adopt any arrangement or program that, once established, would come within the definition of an Employee Benefit Plan. (h) Each Employee Benefit Plan that constitutes in any part a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance issued by the Internal Revenue Service thereunder. No payment to be made under any Employee Benefit Plan is, or will be, subject to the penalties of Section 409A(a)(1) of the Code. (i) None of the execution and delivery of this Agreement and the BCA or the consummation of the transactions contemplated by this Agreement and the BCA would be reasonably expected to (either alone or in combination with any Acquiror other event) (i) result in, or cause the accelerated vesting, payment, funding or delivery of, or increase the amount or value of, any payment, benefit or severance pay to any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies, (ii) further restrict any rights of the Group Companies to amend, terminate or transfer the assets of any Employee Benefit Plan, (iii) directly or indirectly cause any of the Group Companies to transfer or set aside any assets to fund any material benefits under any Employee Benefit Plan, (iv) otherwise give rise to any liability under any Employee Benefit Plan, or (v) result in any “parachute payment” as defined in Section 280G(b)(2) of the Code (whether or not such payment is considered to be reasonable compensation for services rendered). (j) The Group Companies have no obligation to provide, and no Employee Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under of Section 280G of the Code. (k) No Employee Benefit Plan is maintained outside the jurisdiction of the United States or covers any employees or other service providers of any of the Group Companies who reside or work outside of the United States. (l) No “Prohibited Transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA, as applicable, has occurred with respect to any Employee Benefit Plan.

Employee Benefit Plans. (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 3.16 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, to the extent applicable, (i) such Acquiror Employee Plan, (ii) the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee ReShape Disclosure Schedule lists all material ReShape Plans. Each ReShape Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Plan. (b) Each Acquiror Employee Plan which that is intended to meet the requirements to be qualified under Section 401(a) of the Code has received a favorable determination letter or is covered by a favorable opinion letter from the IRS covering Internal Revenue Service that remains current to the provisions effect that the form of the Tax Reform Act of 1986 stating that such Acquiror Employee ReShape Plan is so qualified qualified, and nothing has occurred since the date ReShape is not aware of such letter any facts or circumstances that could would reasonably be expected to affect jeopardize the qualified status qualification of such planReShape Plan. Each Acquiror Employee ReShape Plan has been operated complies in form and in operation in all material respects with the requirements of the Code, ERISA and other applicable Law; and ReShape has not become subject to any material liability by reason of (i) a failure to make any contribution to a ReShape Plan intended to be qualified under Section 401(a) of the Code within the time prescribed for the contribution under ERISA, or (ii) a breach of fiduciary duty or prohibited transaction under ERISA or any other applicable Law, in each case with respect to a ReShape Plan. (b) With respect to each material ReShape Plan, ReShape has made available true and complete copies of the following (as applicable) prior to the date hereof: (i) the plan document, including all amendments thereto or, with respect to any unwritten plan, a summary of all material terms thereof; (ii) the summary plan description along with all summaries of material modifications thereto; (iii) all related trust instruments or other funding-related documents; (iv) a copy of the most recent financial statements for the plan; (v) a copy of all material correspondence with any Governmental Body relating to a ReShape Plan received or sent within the last two years and (vi) the most recent determination or opinion letter. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on ReShape, with respect to the ReShape Plans, (i) all required contributions to, and premiums payable in respect of, such ReShape Plan have been made or, to the extent not required to be made on or before the date hereof, have been properly accrued on ReShape’s financial statements in accordance with its terms GAAP, and the requirements of applicable law. Neither Acquiror (ii) there are no actions, audits, suits or claims pending or, to ReShape’s knowledge, threatened, other than routine claims for benefits. (d) No ReShape Plan is, and neither ReShape nor any of its ERISA Affiliate Affiliates has at any time in the past six years sponsored or contributed to, or has or has had any liability or obligation ​ whether fixed or contingent, with respect to (i) a “multiemployer plan” (within the meaning of Acquiror has incurred Section 3(37) of ERISA), (ii) a single employer plan or other pension plan that is reasonably expected subject to incur any material liability under Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code, (iii) a “multiple employer plan” (within the meaning of Section 413(c) of the Code), or (iv) a multiple employer welfare arrangement (within the meaning of Section 3(40) of ERISA). Neither ReShape nor its Subsidiaries has any obligation to provide a current or former employee or other service provider (or any spouse or dependent thereof) any life insurance or medical or health benefits after his or her termination of employment with ReShape or any of its Subsidiaries, other than as required under Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state Law and coverage through the end of the month of termination of employment. (e) Except as otherwise contemplated by this Agreement, neither the execution or delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will, either individually or together with the occurrence of some other event (including a termination of employment or service), (i) result in connection with any Acquiror Employee payment (including severance, bonus or other similar payment) becoming due to any current or former director, employee or individual independent contractor, (ii) increase or otherwise enhance any benefits or compensation otherwise payable to any such individual, (iii) result in the acceleration of the time of payment or vesting of any benefits under any ReShape Plan, (iv) require ReShape or its Subsidiaries to set aside any assets to fund any benefits under a ReShape Plan or result in the forgiveness in whole or in part of any outstanding loans made by ReShape to any Person, or (v) result in the payment of any “excess parachute payment” within the meaning of Code Section 280G or in the imposition of an excise Tax under Code Section 4999 or Section 409A (or, in either case, any corresponding provision of state, local or foreign Tax law). ReShape has no obligation to pay any gross-up in respect of any Tax under Code Section 4999 or Section 409A (or any corresponding provision of state, local or foreign Tax law).

Employee Benefit Plans. (a) With respect Section 3.9(a) of the Company Disclosure Schedule lists all material Benefit Plans that are sponsored, maintained, contributed to each material employee benefit plan, program, arrangement and contract or required to be contributed to by the Company or any of its Subsidiaries (includingwhich shall include, without limitation, any "employee benefit plan" as defined Contract that provides for employment or engagement of any Person on a full-time, part-time or consulting basis providing for fixed and/or variable compensation in the aggregate in excess of $200,000 per annum and any Contract providing for severance, retention, change in control or similar payments (each such Contract, a “Material Benefits Contract”)) or with respect to which the Company or any of its Subsidiaries has any material liability, whether current or contingent (collectively, without regard to materiality and whether or not listed on Section 3(33.9(a) of ERISAthe Company Disclosure Schedule, the “Company Benefit Plans”). Prior to the date hereof, the Company has provided to Parent a true, correct and complete copy of each Material Benefits Contract. (b) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror The Company has made available to Target a true Parent correct and complete copy ofcopies of all Company Benefit Plans and all amendments thereto in each case that are in effect as of the date hereof, and, to the extent applicable, with respect to each Company Benefit Plan: (i) such Acquiror Employee Planall related trust agreements, funding arrangements and insurance contracts, (ii) the most recent annual report (Form 5500)determination or opinion letter received regarding the tax-qualified status, (iii) each trust agreement related to such Acquiror Employee Planthe most recent financial statements, (iv) the Form 5500 Annual Report (including all schedules and the audit report) for the most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredyear, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA current summary plan description, and (vi) the actuarial valuation reports for the most recent IRS determination letter issued with respect to any Acquiror Employee Planplan year. (bc) Each Acquiror Employee Company Benefit Plan which is has been maintained, funded and administered in all material respects in compliance with its terms and with applicable Law, including ERISA and the Code to the extent applicable thereto. The Company and its Subsidiaries have timely made all material contributions, distributions, reimbursements and payments required by or due under the terms of each Company Benefit Plan and applicable Law. With respect to each Company Benefit Plan, there has been no “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code), breach of fiduciary duty (as determined under ERISA), or transaction that could subject the Company or any Subsidiary to a material tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA. Any Company Benefit Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS covering Internal Revenue Service, or may rely upon a favorable opinion letter from the provisions of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could reasonably be expected Internal Revenue Service, as to affect the qualified status of such Company Benefit Plan, and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect such qualified status. Neither the Company nor any of its Subsidiaries maintains, contributes to or has any obligation or liability (whether current or contingent) with respect to any plan, program or arrangement that provides post-termination or retiree health or life insurance benefits to any Person, except as required by COBRA (or any similar state Law) for which the covered individual pays the full cost of coverage. Each Acquiror Employee Plan has been operated The Company, its Subsidiaries and their ERISA Affiliates have for the past three (3) years complied in all material respects and are in compliance in all material respects with the requirements of COBRA (and any similar state law). Each Material Benefits Contract is a valid and binding obligation of the Company or the Subsidiary of the Company which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect and enforceable against the Company or the Subsidiary of the Company which is party thereto in accordance with its terms terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (ii) is subject to the requirements rules governing the availability of applicable specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. Neither Acquiror nor any ERISA Affiliate . (d) With respect to each Company Benefit Plan (other than a multiemployer plan as defined in Section 3(37) of Acquiror has incurred or ERISA) that is reasonably expected subject to incur any material liability under Title IV of ERISA (a “Title IV Plan”), (i) the minimum funding standard has been satisfied and all contributions required under Section 302 of ERISA and Section 412 of the Code have been timely made; (ii) all amounts due to the Pension Benefit Guaranty Corporation pursuant to Section 4007 of ERISA have been timely paid; (iii) no notice of intent to terminate any Title IV Plan has been filed, nor has any amendment been adopted to treat any Title IV Plan as terminated; (iv) the Pension Benefit Guaranty Corporation has not instituted proceedings to treat any Title IV Plan as terminated; (v) to the knowledge of the Company, no event has occurred or circumstance exists that may constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan; (vi) no event has occurred or circumstance exists that may result in connection a liability under or with respect to Section 4062(e) or 4069 of ERISA; (vii) no reportable event (as defined in Section 4043 of ERISA and in the regulations issued thereunder) has occurred (excluding any such event for which the thirty (30) day notice requirement has been waived under the regulations to Section 4043 of ERISA); and (viii) no Title IV Plan is considered to be in “at risk” status under Section 430 of the Code. (e) Except as set forth on Section 3.9(e) of the Company Disclosure Schedule, none of the Company, any of its Subsidiaries, or any of their ERISA Affiliates maintains, contributes to, has any obligation to contribute to, or has any liability under or with respect to any (i) “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), (ii) “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or (iii) “multiemployer plan” (as defined in Section 3(37) of ERISA), and none of the Company, any of its Subsidiaries or any of their ERISA Affiliates has or has had any obligation or liability as a consequence of being considered a single employer under Section 414 of the Code with any Acquiror Employee other Person. None of the Company, any of its Subsidiaries, or any of their ERISA Affiliates has incurred within the past six (6) years or reasonably expects to incur, nor do any of them have any obligation to pay, any withdrawal liability within the meaning of Section 4201 of ERISA. (f) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any current or former employee, consultant or officer of the Company or any of its Subsidiaries to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement or as required by applicable Law, or (ii) except as expressly provided in this Agreement, accelerate the time of payment, funding or vesting, or increase the amount of compensation due any such employee, consultant or officer or under any Company Benefit Plan or otherwise. (g) Each Company Stock Option was granted with an exercise price not less than the fair market value of the underlying Company Common Stock on the date of grant. No director, officer, employee or service provider of the Company or its Affiliates is entitled to a gross-up, make-whole or indemnification payment with respect to taxes imposed under Section 409A or Section 4999 of the Code. (h) No amount that could be received (whether in cash or property or the vesting of property), as a result of the consummation of the transactions contemplated by this Agreement, by any employee, director or other individual service provider of the Company or any of its Subsidiaries under any Company Benefit Plan or otherwise, either alone or in combination with another event, would not be deductible by reason of Section 280G of the Code or would be subject to an excise tax under Section 4999 of the Code. (i) There are no pending or, to the Company’s knowledge, threatened Actions or claims by or on behalf of any Company Benefit Plan, by any employee or beneficiary covered under any Company Benefit Plan or with respect to any Company Benefit Plan (other than routine claims for benefits). (j) Neither the Company nor any of its Subsidiaries has any direct or indirect liability, whether actual or contingent or known or unknown, with respect to any misclassification of any person as an independent contractor rather than as an employee, which would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company and its Subsidiaries have no material liability by reason of an individual who performs or performed services for the Company or its Subsidiaries in any capacity being improperly excluded from participating in a Company Benefit Plan. Since December 21, 2012, each employee of the Company and its Subsidiaries has been properly classified as “exempt” or “non-exempt” under applicable Law.

Employee Benefit Plans. (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(33.11(a) of ERISA) maintained the Company Disclosure Schedule lists all material Company Benefit Plans (except that for individual employment agreements, offer letters, equity award agreements, severance agreements and similar agreements or contributed to by Acquiror arrangements, only the forms of such agreements or arrangements shall be listed along with the forms of any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"agreements that materially differ from such general forms), Acquiror . The Company has made available to Target a true and complete copy of, Parent with respect to each Company Benefit Plan that is required to be listed on Section 3.11(a) of the Company Disclosure Schedule (in each case to the extent applicable, ): (iA) the documents embodying such Acquiror Employee Company Benefit Plan, including all currently effective amendments thereto, and in the case of an unwritten Company Benefit Plan, a written description thereof; (iiB) the most recent recently filed annual report (on Form 5500), ; (iiiC) each trust agreement related to such Acquiror Employee Plan, the most recently received IRS determination or opinion letter; (ivD) the most recent summary plan description for together with each Acquiror Employee Plan for which such a description is requiredsummary of any material modification thereto, and (vE) all material correspondence to or from any Governmental Entity from the most recent actuarial report past three years relating to matters involving a material liability to the Company or any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee PlanSubsidiary. (b) Each Acquiror Employee Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole (i) each Company Benefit Plan which is and has been, operated in accordance with its terms and the requirements of all applicable Laws including ERISA and the Code and all contributions or other amounts payable by the Company or any of its Subsidiaries pursuant to each Company Benefit Plan in respect of current or prior plan years have been timely paid or accrued in accordance with GAAP or applicable international accounting standards, and (ii) each Company Benefit Plan (A) if intended to be qualified under Section 401(a) of the Code either has received a favorable determination letter from the IRS covering or may rely upon a favorable prototype opinion letter from the IRS as to its qualified status, and each trust created thereunder has been determined by the IRS to be exempt from Taxes under the provisions of Section 501(a) of the Tax Reform Act Code, and, to the Knowledge of 1986 stating that such Acquiror Employee Plan is so qualified and the Company, nothing has occurred since the date of any such determination or opinion letter that could reasonably be expected to adversely affect the qualified status qualification of such Company Benefit Plan and (B) if required to be funded, book-reserved or secured by an insurance policy, is, as of the date of this Agreement, fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable Law and accounting principles. (c) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, other than routine claims for benefits, there are no Proceedings, pending or, to the Knowledge of the Company, threatened, with respect to any Company Benefit Plan. (d) Neither the Company nor any Subsidiary of the Company nor any Company ERISA Affiliate currently has, or within the six (6)-year period preceding the date of this Agreement, had, an obligation to contribute to (i) a “defined benefit plan” as defined in Section 3(35) of ERISA, (ii) a pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code, (iii) a “funded welfare plan” within the meaning of Section 419 of the Code, (iv) a multiple employer welfare arrangement, as defined under Section 3(40)(A) of ERISA (without regard to Section 514(b)(6)(B) of ERISA), established or maintained for the purpose of offering or providing welfare plan benefits to the employees of two or more employers that are not ERISA Affiliates (including one or more self-employed individuals), or to their beneficiaries, or (v) a “multiemployer plan” as defined in Section 3(37) of ERISA or Section 414(f) of the Code. No material liability under Title IV or Section 302 of ERISA has been incurred by the Company, any Subsidiary of the Company or any Company ERISA Affiliate that has not been satisfied in full. (e) No Company Benefit Plan provides for, and neither the Company nor any Subsidiary has any liability to any Person to provide, post-retirement or other post-employment payments or welfare benefits (other than (i) health care continuation coverage required by Section 4980B of the Code or similar state or local Law, (ii) health care coverage through the end of the calendar month in which a termination of employment occurs, or (iii) other payments or benefits required under applicable Law). (f) Each Acquiror Employee Company Benefit Plan that constitutes a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) is set forth in Section 3.11(f) of the Company Disclosure Schedule and has been operated and maintained in documentary and operational compliance with Section 409A of the Code. No compensation has been or would reasonably be expected to be includable in the gross income of any “service provider” (within the meaning of Section 409A of the Code) of the Company or any Subsidiary as a result of the operation of Section 409A of the Code, except as would not reasonably be expected to result, individually or in the aggregate, in material liability to the Company or any of its Subsidiaries, taken as a whole. (g) Except as contemplated by this Agreement, the consummation of the Transactions will not, either alone or in combination with another event that is linked contractually to the Transactions: (i) entitle any current or former employee, director, officer or individual independent contractor of the Company or any Subsidiary of the Company to any benefit, severance pay, incentive compensation or other compensatory payment; (ii) accelerate the time of payment, vesting or funding of any compensatory amount or employee benefit under any Company Benefit Plan, or increase the amount of compensation due under any Company Benefit Plan; or (iii) result in the payment of any amount or benefit to any such employee or other person under a Company Benefit Plan or otherwise that would, individually or in combination with any other such payment, constitute a “parachute payment” as defined in Section 280G(b)(2) of the Code or result in the imposition of an excise tax on such person under Section 4999 of the Code. There is no Contract, plan or arrangement by which the Company or any of the Subsidiaries of the Company are bound to compensate any individual for excise or other Taxes payable pursuant to Section 4999 of the Code or Section 409A of the Code. (h) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, with respect to each Company Benefit Plan that is maintained outside of the United States primarily for the benefit of any current or former employees or individual service providers who are or were employed or providing services outside of the United States to the Company or any Subsidiary of the Company (each, a “Foreign Plan”), (i) all employer and employee contributions to each Foreign Plan required by Law or by the terms of such Foreign Plan have been made, or, if applicable, accrued in accordance with applicable accounting practices, (ii) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities, and (iii) each Foreign Plan has been operated in all material respects established, maintained, fully funded and administered in accordance with its terms and the requirements of all applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any material liability under Title IV of ERISA in connection with any Acquiror Employee PlanLaws.

Employee Benefit Plans. (a) Section 3.10(a) of the Company Disclosure Letter lists each material Company Benefit Plan. With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy ofCompany 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) such Acquiror Employee the Company Benefit Plan, if written (including all material amendments 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 most recent annual report reports (Form 5500)) filed with the IRS, (iiivi) each trust agreement related to such Acquiror Employee Planthe most recent determination, opinion or advisory letter from the IRS, (ivvii) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredand any summary of material modifications thereto, and (vviii) the most recent audited financial statement and/or actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Planvaluation. (b) Except as would not reasonably be expected to result in, individually or in the aggregate, a material liability to the Company and its Subsidiaries, (i) each Company Benefit Plan has been established, operated and administered in all respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code, and (ii) 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 premiums due or payable with respect to insurance policies funding any Company Benefit Plan, have been timely made or paid or, to the extent not required to be made or paid on or before the date hereof, have been reflected on the books and records of the Company in accordance with GAAP. As of the date hereof, there are no pending claims or claims threatened in writing (other than routine claims for benefits) by, on behalf of or against any of the Company Benefit Plans except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Each Acquiror Employee Company Benefit Plan which and related trust that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or opinion letter, or has pending or has time remaining in which to file, an application for such determination from the IRS covering IRS, and, to the provisions knowledge of the Tax Reform Act Company, there is no reason why any such determination letter should be revoked or not be issued or reissued. (d) With respect to any Company Benefit Plan subject to Title IV of 1986 stating that ERISA to which the Company, its Subsidiaries or any of their respective ERISA Affiliates has any liability or contributes: (i) since January 1, 2016, no such Acquiror Employee Company Benefit Plan is has been terminated so qualified and nothing as to result or reasonably be likely to result, directly or indirectly, in a material liability to the Company or any of its ERISA Affiliates under Title IV of ERISA; (ii) no proceeding has been initiated by the Pension Benefit Guaranty Corporation to terminate any such Company Benefit Plan or to appoint a trustee for any such Company Benefit Plan; (iii) if any such Company Benefit Plan were to be terminated as of the Closing Date or if any person were to withdraw from such Company Benefit Plan, none of the Company or any of its ERISA Affiliates would incur, directly or indirectly, any material liabilities under Title IV of ERISA; (iv) no “reportable event” (as defined in Section 4043 of ERISA) for which notice has not been waived has occurred with respect to any such Company Benefit Plan within the past 12 months that, individually or in the aggregate, would result in material liabilities to the Company and any of its Subsidiaries, taken as a whole; and (v) satisfies the minimum funding standards of Section 302 of ERISA and Section 412 of the Code, whether or not waived, and none of the Company or any of its ERISA Affiliates has provided, or is required to provide, security to any Company Benefit Plan pursuant to Section 401(a)(29) of the Code. (e) Neither the Company, nor its Subsidiaries nor any of their respective ERISA Affiliates has, at any time since January 1, 2016, contributed to, been obligated to contribute to or had any liability (including any contingent liability) with respect to any Multiemployer Plan or Multiple Employer Plan. (f) The execution of this Agreement and the date consummation of the Merger will not, either alone or in combination with another event, (i) entitle any current or former employee, director, consultant or officer of the Company or any of its Subsidiaries to severance pay or any other similar payment, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such letter employee, director, consultant or officer, (iii) trigger any funding obligation under any Company Benefit Plan, or (iv) result in any payment to any “disqualified individual” (as such term is defined in Treasury Regulations Section 1.280G-1) that could would, individually or in combination with any other such payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (g) 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. (h) Except as would not, either individually or in the aggregate, reasonably be expected to affect result in material liability to the qualified status Company or its Subsidiaries, each Company Benefit Plan that is mandated by applicable Law or by a Governmental Entity outside of such plan. Each Acquiror Employee Plan the United States or that is subject to the laws of a jurisdiction outside of the United States (i) has been operated in all material respects maintained in accordance with its terms and all applicable requirements, (ii) if intended to qualify for special Tax treatment, meets all the requirements of for such treatment, and (iii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any material liability under Title IV of ERISA in connection with any Acquiror Employee Planaccounting principles.

Employee Benefit Plans. (a) With Section 4.13(a) of the Company Disclosure Schedule sets forth a complete and correct list of each material Company Benefit Plan as of the date of this Agreement. The Company has made available to Parent true, correct and complete copies (other than with respect to a multiemployer plan) as of the date of this Agreement of (i) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, a description thereof), and any amendments thereto, (ii) the most recent annual reports on Form 5500 required to be filed with the IRS with respect to each Company Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required and (iv) each trust agreement and insurance or group annuity contract relating to any Company Benefit Plan. Each Company Benefit Plan has been maintained in compliance with its terms and the applicable provisions of ERISA, the Code and all other Applicable Laws, other than as would not have a Company Material Adverse Effect. There are no material Proceedings or claims (other than routine claims for benefits) pending or, to the Knowledge of the Company, threatened, anticipated or expected to be asserted with respect to any Company Benefit Plan or any related trust or other funding medium thereunder or with respect to the Company or any of its ERISA Affiliates as the sponsor or fiduciary of a Company Benefit Plan or with respect to any other fiduciary thereof, other than as would not have a Company Material Adverse Effect. (b) All Company Benefit Plans that are “employee benefit plan, program, arrangement and contract pension plans” (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, to the extent applicable, (i) such Acquiror Employee Plan, (ii) the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Plan. (b) Each Acquiror Employee Plan which is that are intended to be tax qualified under Section 401(a) of the Code has received a favorable determination from that are sponsored or maintained by the IRS covering Company or any of its Subsidiaries are so qualified and, to the provisions Knowledge of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing Company, no event has occurred since the date relating to any qualification of such letter plan that could would reasonably be expected to affect have a Company Material Adverse Effect. The Company has made available to Parent a complete copy of the qualified status most recent determination letter, if any, received with respect to each such plan as of such planthe date of this Agreement. (c) Except as set forth on Section 4.13(c) of the Company Disclosure Schedule, none of the Company Benefit Plans provides retiree medical or other retiree welfare benefits to any Person, other than health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA or state law. Each Acquiror Employee There are no outstanding obligations with respect to the Heritage-Crystal Clean, Inc. Non-Qualified Deferred Compensation Plan has (the “Company NQDC Plan”). (d) All contributions, premiums and benefit payments under or in connection with the Company Benefit Plans that are required to have been operated made in accordance with the terms of the Company Benefit Plans have been timely made, in all material respects in accordance with its terms respects. (e) Except as set forth on Section 4.13(e) of the Company Disclosure Schedule, (i) no Company Benefit Plan is, and neither the requirements of applicable law. Neither Acquiror Company nor any of its ERISA Affiliate Affiliates (nor any predecessor of Acquiror any such entity) sponsors, maintains, administers or contributes to, or has incurred any obligation or is reasonably expected liability with respect to, or has, in the past six (6) years sponsored, maintained or contributed to, or had any obligation or liability with respect to, (A) an employee benefit plan subject to incur any material liability under Title IV of ERISA or Section 412 of the Code, or (B) a “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA), and (ii) no Company Benefit Plan is, and neither the Company nor any of its Subsidiaries (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to, or has any obligation or liability with respect to, or has, in connection the past six (6) years sponsored, maintained or contributed to, or had any obligation or liability with respect to (A) a “multiple employer plan” as described in Section 413(c) of the Code or (B) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA). With respect to each Company Benefit Plan (other than a multiemployer plan as defined in Section 3(37) of ERISA) that is subject to Title IV of ERISA, except to the extent it would not have a Company Material Adverse Effect: (i) the minimum funding standard has been satisfied and all contributions required under Section 302 of ERISA and Section 412 of the Code have been timely made; (ii) all amounts due to the Pension Benefit Guaranty Corporation pursuant to Section 4007 of ERISA have been timely paid; (iii) no notice of intent to terminate has been filed; (iv) the Pension Benefit Guaranty Corporation has not instituted proceedings to treat any such plan as terminated; (v) no reportable event (as defined in Section 4043 of ERISA and in the regulations issued thereunder) has occurred (excluding any such event for which the thirty (30) day notice requirement has been waived under the regulations to Section 4043 of ERISA) with respect to such plan; and (vi) no such plan is considered to be in “at risk” status under Section 430 of the Code. (f) Except as set forth in Section 4.13(f) of the Company Disclosure Schedule, or expressly provided in this Agreement, the consummation of the Transactions will not (either alone or together with any Acquiror Employee other event): (i) entitle any current or former Employee, or any current or former non-employee service provider of the Company and any of its Subsidiaries, to any payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Benefit Plan, (iii) limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent or the Surviving Corporation to merge, amend or terminate any Company Benefit Plan, (iv) result in the loss of a deduction under Section 280G of the Code, or (v) entitle any Person to receive any Tax gross-up, indemnity or reimbursement from the Company or any of its Subsidiaries for any Tax incurred by such Person, including under Section 409A or Section 4999 of the Code. Each Company Benefit Plan, and any award thereunder, that is or forms part of a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code is in a form that has been operated and administered in compliance with all applicable requirements of Section 409A of the Code in all material respects.

Employee Benefit Plans. For purposes of this Section 2.12, ---------------------- the term "Company" shall include all members of the "Controlled Group of Employers," which includes all entities that would be aggregated with the Company pursuant to Code Section 414. (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target The Selling Parties' Disclosure Schedule contains a true and complete copy oflist of all Company Employee Benefit Plans. (i) Each Company Employee Benefit Plan (and each related trust, insurance contract, or fund) (other than any Multiemployer Plan) complies in form and in operation in all material respects with the applicable requirements of ERISA, the Code, and other applicable laws and has been operated in all material respects in accordance with the terms of each such plan's document. (ii) All required reports and descriptions (including, as applicable, Form 5500 Annual Reports, summary annual reports, PBGC-1's, and summary plan descriptions) have been filed or distributed appropriately with respect to each such Company Employee Benefit Plan (other than any Multiemployer Plan). The requirements of Part 6 of Subtitle B of Title I of ERISA and of Code Sec. 4980B have been met in all material respects with respect to each such Company Employee Benefit Plan which is a "group health plan" (as such term is defined in Section 607(1) of ERISA and Section 5000(b)(1) of the Code). (iii) All contributions (including all employer contributions and employee salary reduction contributions) which are due under any Company Employee Benefit Plan which is an Employee Pension Benefit Plan have been paid to each Company Employee Benefit Plan in a timely manner and all contributions for any period ending on or before the Closing Date which are not yet due have been paid to each Company Employee Pension Benefit Plan or accrued in accordance with GAAP. All premiums or other payments required to be paid under each Company Employee Benefit Plan which is an Employee Welfare Benefit Plan for all periods ending on or before the Closing Date have been paid in a timely manner with respect to each such plan. (iv) Each Company Employee Benefit Plan which is an Employee Pension Benefit Plan intended to meet the requirements of a "qualified plan" under Code Sec. 401(a) (other than Multiemployer Plan) has received a favorable determination letter from the Internal Revenue Service with respect to the tax-qualified status of the plan and, to the extent applicableSelling Parties' Knowledge, (i) no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such Acquiror Employee Plan, (ii) the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, determination. (v) The market value of the most recent actuarial report relating to assets under each Company Employee Benefit Plan which is an Employee Pension Benefit Plan (other than any Acquiror Employee Plan Multiemployer Plan) subject to Title IV of ERISA equals or exceeds the present value of all vested and nonvested accumulated benefit liabilities thereunder as of the close of its most recent plan year determined in accordance with the methods, factors, and assumptions used by such plan's actuary. (vi) The Selling Parties have delivered to the Purchaser correct and complete copies of (as applicable) the plan documents and summary plan descriptions, the most recent IRS determination letter issued with respect to received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts, and other funding agreements which implement each Company Employee Benefit Plan (other than any Acquiror Employee Multiemployer Plan). (b) Each Acquiror Employee No Company Benefit Plan which is subject to Title IV of ERISA (other than any Multiemployer Plan) has been completely or partially terminated (other than in a standard termination under ERISA Section 4041(b)) or has been the subject of a reportable event, within the meaning of ERISA Section 4043(c), which would reasonably be expected to result in a liability of the Company. No proceeding by the PBGC to terminate any such Company Benefit Plan (other than any Multiemployer Plan) has been instituted or, to the Selling Parties' Knowledge, threatened. (c) There have been no Prohibited Transactions with respect to any Company Benefit Plan, which would reasonably be expected to result in a liability of the Company. To the Selling Parties' Knowledge, no fiduciary has any liability for breach of fiduciary duty under, or any other failure to act or comply with, the applicable requirements of Part 4 of subtitle B of Title I of ERISA, in connection with the administration or investment of the assets of any such Company Benefit Plan, other than any Multiemployer Plan, which would reasonably be expected to result in a liability of the Company. No action, suit, proceeding, hearing, or investigation with respect to the administration or the investment of the assets of any such Company Benefit Plan (other than Multiemployer Plan) (other than routine claims for benefits) is pending or, to the Selling Parties' Knowledge, is any of the foregoing threatened. Neither the Selling Parties nor, to the Selling Parties' Knowledge, the directors and officers (and employees with responsibility for employee benefits matters) of the Company has any knowledge of any event which has occurred or condition which exists that would reasonably be expected to result in any such action, suit, proceeding, hearing, or investigation. (d) The Company has not incurred and, to the Selling Parties' Knowledge, no event has occurred and no condition exists that would reasonably be expected to result in the incurrence by the Company of, any liability to the PBGC (other than PBGC premium payments) or otherwise under Title IV of ERISA (including any Withdrawal Liability, as that term is defined below) or under the Code with respect to any such Company Benefit Plan which is an Employee Pension Benefit Plan intended to be qualified under Section 401(a) of the Code Code. (e) The Company has received a favorable determination from the IRS covering the provisions of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. Each Acquiror Employee Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law. Neither Acquiror nor not incurred any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any material unsatisfied withdrawal liability under Part 1 of Subtitle E of Title IV of ERISA ("Withdrawal Liability") to any Multiemployer Plan, and, to the Selling Parties' Knowledge, if, as of the close of the most recent fiscal year of any Multiemployer Plan to which any of them contributes, the Company or any such member were to engage in connection a complete withdrawal (as defined in Section 4203 of ERISA) from any such Multiemployer Plan, neither the Company nor any such member would incur Withdrawal Liability. (f) The Company does not maintain or ever has maintained or contributed, or ever has been required to contribute to any Employee Welfare Benefit Plan providing medical, health, or life insurance or other welfare-type benefits for current or future retired or terminated employees, their spouses, or their dependents (other than in accordance with Code Sec. 4980B or any Acquiror Employee Planapplicable state law). (g) None of the persons performing services for the Company have been improperly classified as being independent contractors, leased employees, or as being exempt from the payment of wages for overtime. (h) None of the assets of any Benefit Plan that is a "pension plan" within the meaning of Section 3(2) of ERISA are invested in a group annuity contract or other insurance contract that is subject to any surrender charge, interest rate adjustment, or other similar expense upon its premature termination. (i) No Benefit Plan is of a (i) "multiple employer welfare arrangement," as that term is defined in ERISA Section 3(40) or (ii) a "welfare benefit fund," as that term is defined in Code Section 419(e).

Employee Benefit Plans. (a) Section 4.14(a) of the CCE Disclosure Letter sets forth a list of each material North American Benefit Plan. Notwithstanding the foregoing, Section 4.14(a) of the CCE Disclosure Letter shall set forth each North American Benefit Plan which is a pension, severance (or termination pay), and retiree medical plan, agreement or arrangement, regardless of whether or not such plans, agreements or arrangements are material North American Benefit Plans. With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in the North American Benefit Plans set forth on Section 3(34.14(a) of ERISA) maintained the CCE Disclosure Letter, CCE has delivered or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true TCCC true, correct and complete copy copies of, to the extent applicable, (i) such Acquiror Employee Planeach North American Benefit Plan (or, in each case, descriptions thereof for any unwritten North American Benefit Plans), (ii) the most recent annual report (on Form 5500)5500 required to be filed with the IRS with respect to each North American Benefit Plan, if required, (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description description, if required, prepared for each Acquiror Employee Plan for which such a description is requiredNorth American Benefit Plan, and (viv) the most recent actuarial report relating each trust agreement and insurance or group annuity contract related to any Acquiror Employee North American Benefit Plan. Each CCE Benefit Plan that is subject to Section 302 or Title IV of ERISA and (vi) or Section 412 of the most recent IRS determination letter issued with respect Code is hereinafter referred to any Acquiror Employee in this Section 4.14 as a "Title IV Plan." (b) Except as would not have a North American Business Material Adverse Effect, each North American Benefit Plan has been operated and administered in material compliance with its terms and with applicable Law, including ERISA and the Code. Except as provided under applicable Law or under a collective bargaining agreement, there are no limitations or restrictions on the right of CCE or any of its Subsidiaries or, after the consummation of the transactions contemplated hereby, TCCC or any of its Subsidiaries, to merge, amend or terminate any of the North American Benefit Plans set forth on Section 4.14(a) of the CCE Disclosure Letter. (c) Each Acquiror Employee North American Benefit Plan which is intended to be qualified qualify under Section 401(a) 401 of the Code has received a current, favorable determination from letter or has timely applied for a favorable determination letter, and, to the IRS covering Knowledge of CCE, no actions have occurred and no circumstances exist which are likely to result in the provisions loss of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. Each Acquiror Employee Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any material North American Benefit Plans. (d) Except as would not have a North American Business Material Adverse Effect, no liability under Title IV of ERISA has been incurred by CCE or any ERISA Affiliate that has not been satisfied in connection full, and no condition exists that presents a risk to CCE or any ERISA Affiliate of incurring any such liability, other than potential future withdrawal liability under a multiemployer pension plan (as defined in Section 4001(a)(3) of ERISA) for a withdrawal after the Effective Time and, other than liability for premiums due the Pension Benefit Guaranty Corporation ("PBGC") (which premiums have been paid when due). Each Title IV Plan and any trust established thereunder has satisfied the "minimum funding standard" under Section 412 of the Code, whether or not waived, as of the last day of the most recent fiscal year of each Title IV Plan ended prior to the date hereof. (e) No North American Benefit Plan is (i) a "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA), or (ii) a "multiple employer plan" (within the meaning of Section 413(c) of the Code). (f) Except as would not have a North American Business Material Adverse Effect, there are no pending or, to the Knowledge of CCE, threatened claims by or on behalf of any North American Benefit Plan by any employee or former employee or beneficiary covered under any such North American Benefit Plan, or otherwise involving any such North American Benefit Plan (other than routine claims for benefits). (g) Except as would not have a North American Business Material Adverse Effect, with respect to each North American Benefit Plan established or maintained outside of the United States primarily for the benefit of individuals residing outside of the United States, each such North American Benefit Plan complies in all respects with applicable Law, and each such North American Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable Governmental Entities. (h) No North American Benefit Plan provides benefits, including death or medical benefits (whether or not insured), beyond retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, (ii) death benefits or retirement benefits under any Acquiror Employee Plan"employee pension benefit plan" (as defined in Section 3(2) of ERISA), (iii) benefits, the full costs of which are borne by the participant or his or her beneficiary, or (iv) benefits under any severance plan which is not an employee pension benefit plan subject to ERISA. Except as would not have a North American Business Material Adverse Effect, there has been no failure of a North American Benefit Plan that is a group health plan (as defined in Section 5000(b)(1) of the Code) to meet the requirements of Section 4980B(f) of the Code with respect to a qualified beneficiary (as defined in Section 4980B(g) of the Code). (i) Except as would not have a North American Business Material Adverse Effect, each North American Benefit Plan that is a "nonqualified deferred compensation plan" (as defined for purposes of Section 409A(d)(1) of the Code) has (i) been maintained and operated since January 1, 2005 in good faith compliance with Section 409A of the Code and all applicable IRS guidance promulgated thereunder so as to avoid any Tax under Section 409A of the Code, and (ii) since January 1, 2009, been in documentary and operational compliance with Section 409A of the Code and all applicable IRS guidance promulgated thereunder. (j) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will, either alone or in combination with another event, (i) entitle any current or former employee, officer or director of CCE or any ERISA Affiliate of CCE to any material severance pay, unemployment compensation or any other payment that must be paid by, provided by, or the cost of which is otherwise borne by any of the North American Business Entities, except as expressly provided in this Agreement, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee, former employee, officer or director, with respect to any compensation that must be paid by, provided by, or the cost of which is otherwise borne by any of the North American Business Entities, in either case, which is material to the individual, except as expressly provided in this Agreement. No North American Benefit Plan provides for the payment by any North American Business Entity of any Tax gross-up payments or similar payments in respect of any Taxes to any employees or former employees or directors or former directors who provide or provided services to CCE or any North American Business Subsidiary. (k) For purposes of this Section 4.14, Knowledge of CCE shall mean the actual knowledge of any of the individuals set forth in Section 4.14(k) of the CCE Disclosure Letter.

Employee Benefit Plans. (a) Section 6.12(a) of the Company Disclosure Schedule sets forth a true and complete list of each material Parent Employee Plan in which any current or former employee of any Entity participates (each of such plans an “Entity-Employee Parent Employee Plan”) and each Company Employee Plan. (b) With respect to each material employee benefit planEntity-Employee Parent Employee Plan and each Company Employee Plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror Seller has made available to Target a true and complete copy of, to the extent applicable, Purchaser copies of (i) such Acquiror Employee Plan, and (ii) the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror such Employee Plan for which such a summary plan description is required. None of Parent or any of its Subsidiaries has announced any intention to adopt, (v) the most recent actuarial report relating to enter into, amend, modify, suspend or terminate any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Plan. (b) Each Acquiror Employee Plan which is intended to be qualified under Section 401(a) of the Code has received , in each case in a favorable determination from the IRS covering the provisions of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could manner that, if implemented, would reasonably be expected to affect result in any material liability or obligation of the qualified status of such plan. Each Acquiror Entities or the Purchaser. (c) Except as would not reasonably be expected to be material to the Entities, taken as a whole: (i) each Company Employee Plan and each Entity-Employee Parent Employee Plan has been maintained, contributed to, funded, operated in all material respects and administered in accordance with its terms and all applicable Laws; (ii) all contributions, expenses and premiums required to be made with respect to any Company Employee Plan or Entity-Employee Parent Employee Plan on or before the requirements date hereof have been made or, to the extent not yet required to be made, have been adequately accrued under applicable accounting standards in the Financial Statements; and (iii) each Company Employee Plan and Entity-Employee Parent Employee Plan has been maintained in good standing with applicable regulatory authorities. (d) No Company Employee Plan is subject to Title IV of ERISA, and no Entity has or may have any direct or indirect liability (whether contingent or otherwise) with respect to any plan subject to Title IV of ERISA. No Entity has any liability in respect of, or obligation to provide, post-employment or post-retirement health, medical or life insurance benefits, whether under a Company Employee Plan, an Entity-Employee Parent Employee Plan or otherwise, except as required under applicable lawLaw. (e) With respect to the Company Employee Plans and the Entity-Employee Parent Employee Plans, (i) no Legal Proceedings (other than routine claims for benefits in the ordinary course) is pending or threatened in writing, and (ii) no facts or circumstances exist that would reasonably be expected to give rise to any such Legal Proceeding. (f) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement, either alone or in combination with any other event (whether contingent or otherwise), will (i) entitle any current or former employee or other individual service provider of any Entity to any payment or benefit other than any payments or benefits accruing to any such current or former employee under applicable Brazilian Law, (ii) accelerate the time of payment, funding or vesting, or trigger any payment of, compensation or benefits to any such individual under, or increase the amount payable to any such individual or trigger any other material obligation with respect to any such individual pursuant to, any Company Employee Plan or Entity-Employee Parent Employee Plan or (iii) result in the payment of any amount that would, individually or in combination with any other such payment, constitute an “excess parachute payment,” as defined in Section 280G(b)(1) of the Code. Neither Acquiror nor No Entity is a party to, or is otherwise obligated under, any ERISA Affiliate plan, policy, or Contract that provides for, and no current or former employee or other individual service provider of Acquiror any Entity has incurred any right to receive, a gross-up or reimbursement of Taxes. (g) None of the Entities has or, as of the Closing, is reasonably expected to have incurred or assumed, and none of the Purchaser or any of the Entities will incur or assume, by reason of the transactions contemplated by this Agreement, any Liability in respect of any Employee Plan other than the Company Employee Plans. (h) To the Knowledge of the Company, all the employees and Persons who provide services to and/or work for the Entities are paid by each respective Entity, as applicable, and their remuneration is appropriately reflected in the consolidated Financial Statements from time to time. Since December 31, 2017, the Entities have not made any material liability under Title IV change in their employment policies, including those related to salary, compensation, workday, severance payments or retirement plans for employees, directors and/or officers, except for those cases in which such a change was made in order to comply with applicable Law and/or applicable collective bargaining conventions or agreements. To the Knowledge of ERISA in connection with the Company, since December 31, 2017, the Entities have not entered into any Acquiror Employee Plan.

Employee Benefit Plans. (a) Section 3.9(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of each material Company Benefit Plan. With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy ofCompany 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) such Acquiror Employee Plan, the most recent plan document; (ii) the most recent related trust agreement; (iii) the three (3) most recent annual report reports (Form 5500) filed with the Internal Revenue Service (the “IRS”), (iii) each trust agreement related to such Acquiror Employee Plan, ; (iv) the most recent summary plan description determination, opinion or advisory letter from the IRS for each Acquiror Employee any Company Benefit Plan for which such a description that is required, intended to qualify under Section 401(a) of the Code and the most recent nondiscrimination tests performed under the Code; and (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Plansummary plan description. (b) Except (i) as set forth on Section 3.9(b) of the Company Disclosure Letter or (ii) as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (x) each Company Benefit Plan has been established, operated and administered in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code, all contributions required to be made to any Company Benefit Plan, and all premiums due or payable with respect to insurance policies funding any Company Benefit Plan, for any period from January 1, 2017 through the date hereof, have been timely made, and (y) there are no pending or, to the Knowledge of the Company, threatened in writing claims (other than claims for benefits in the ordinary course of business), lawsuits or arbitrations, in each case with respect to any Company Benefit Plan, which have been asserted or instituted. Each Acquiror Employee Company Benefit Plan which that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS covering or is the provisions subject of a favorable opinion letter from the IRS on the form of such Company Benefit Plan and, to the Knowledge of the Tax Reform Act of 1986 stating Company, there are no facts or circumstances that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could would be reasonably be expected likely to adversely affect the qualified status of any such plan. Each Acquiror Employee Company Benefit Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any material liability under respect. (c) Except as set forth on Section 3.9(c) of the Company Disclosure Letter, none of the Company, its Subsidiaries or any of their respective ERISA Affiliates sponsor, maintain, or contribute to, or in the past three (3) years has sponsored, maintained or contributed to, any employee benefit plan that is (i) subject to Title IV of ERISA or Section 412 of the Code, (ii) a “multiple employer plan” within the meaning of Sections 4063 or 4064 of ERISA, or (iii) a “multiemployer plan” as defined in connection Section 4001(a)(3) of ERISA (a “Multiemployer Plan”). (d) Except as set forth on Section 3.9(d) of the Company Disclosure Letter, neither the execution of this Agreement nor the completion of the transactions contemplated hereby (either alone or in conjunction with any Acquiror Employee other event) will result in (x) any compensation payment becoming due to any employee of the Company or any of its Subsidiaries, (y) the acceleration of vesting or payment or provision of any other rights or benefits (including funding of compensation or benefits through a trust or otherwise) to any employee of the Company or any of its Subsidiaries, or (z) any increase to the compensation or benefits otherwise payable under any Company Benefit Plan. (e) Each Company Benefit Plan that provides health or welfare benefits is fully insured or, if not fully insured, is indicated as such on Section 3.9(e) of the Company Disclosure Letter, and any incurred but not reported claims under any such Company Benefit Plan has been properly accrued in accordance with GAAP. Except as set forth on Section 3.9(e) of the Company Disclosure Letter, no Company Benefit Plan provides and neither the Company, its Subsidiaries, nor its ERISA Affiliates have any liability in respect of, post-termination medical or life insurance benefits to any Person, other than as may be provided pursuant to any separation agreement between the Company and a former employee that has been made available to Parent or through the last day of the month in which an employee’s employment ceases, or as required by Section 4980B of the Code. (f) Except as set forth on Section 3.9(f) of the Company Disclosure Letter, neither the Company nor its Subsidiaries has any indemnity or gross-up obligation for any excise taxes or penalties or interest imposed or accelerated under Sections 409A or 4999 of the Code (or any corresponding provisions of foreign, state or local Law relating to Tax). (g) Except as set forth on Section 3.9(g) of the Company Disclosure Letter, no amount or benefit that would reasonably be, or has been, received (whether in cash or property or the vesting of property or the cancellation of Indebtedness) by a “disqualified individual” within the meaning of Section 280G of the Code, pursuant to Contracts in existence at the Closing, would reasonably be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) as a result of the consummation of the transactions contemplated hereby. (h) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Company Benefit Plan maintained outside the jurisdiction of the United States, or that covers any employee residing or working outside the United States, which is required to be registered or approved by any Governmental Entity, has been so registered and approved, except where failure to register or gain approval will not result in a liability and has been maintained in good standing with the applicable requirements of the relevant Governmental Entity.

Employee Benefit Plans. (a) With respect to Schedule 4.14(a) lists all material Employee Benefit Plans. For each material employee benefit planEmployee Benefit Plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror Company has made available to Target a true Parent and Merger Sub accurate and complete copy ofcopies of each of the following, to the extent if applicable, : (i) such Acquiror Employee Planthe plan document together with all amendments thereto, (ii) the most recent annual report (Form 5500)current trust, or other similar agreement and any insurance policy or contract, (iii) each trust agreement related to such Acquiror Employee Planthe most recent summary plan descriptions or employee handbooks, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requireddetermination or opinion letter from the Internal Revenue Service, and (v) any material notices, letters or other correspondence from the most recent actuarial report Internal Revenue Service or the U.S. Department of Labor relating to such Employee Benefit Plan during the last three (3) years for which a Liability remains outstanding. (b) Neither the Company nor any Acquiror Employee Company Subsidiary sponsors, maintains, contributes to, or is required to contribute to, or otherwise has any Liability or obligation with respect to, any Multiemployer Plan or a plan that is subject to Title IV of ERISA or Sections 412 or 430 of the Code, and (vi) no Employee Benefit Plan provides or is required to provide health or other welfare benefits to employees or other individual service providers of any Company or any Company Subsidiary following a termination of service other than health continuation coverage pursuant to Section 4980B of the most recent IRS determination letter issued with respect to Code or any Acquiror Employee Plansimilar state Law. (bc) Each Acquiror Employee Benefit Plan which has been maintained and administered in compliance in all material respects with its terms and the applicable requirements of ERISA, the Code and any other applicable Laws. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS covering Internal Revenue Service or is the provisions subject of a favorable opinion letter from the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since Internal Revenue Service on the date form of such letter Employee Benefit Plan, in either case upon which the Company and the Company Subsidiaries can rely, and, to the Company's knowledge, there are no facts or circumstances that could would be reasonably be expected likely to adversely affect the qualified status of any such plan. Each Acquiror Employee Benefit Plan. (d) No Employee Benefit Plan is or, within the last three (3) years, has been operated in all (i) to the Company's knowledge, the subject of an examination or audit by a Governmental Body or (ii) the subject of an application or filing under, or is a participant in, a government-sponsored amnesty, voluntary compliance, self-correction or similar program. No Legal Proceeding or claim is pending or, to the Company's knowledge, threatened with regard to any Employee Benefit Plan other than routine claims for benefits. (e) All material respects in accordance with its terms required contributions of the Company and Company Subsidiaries due to an Employee Benefit Plan on or before the date hereof have been made or properly accrued on or before the date hereof. (f) Except as otherwise set forth on Schedule 4.14(f) and the requirements acceleration of applicable lawvesting of all Options and Common Shares subject to vesting, neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will, alone or in connection with any other event (whether contingent or otherwise), (i) accelerate the time of payment or vesting or increase the amount of compensation or benefits due under any Employee Benefit Plan, (ii) entitle any person to severance pay or any other payment under any Employee Benefit Plan, (iii) require the funding of any Employee Benefit Plan, or (iv) result in any forgiveness of indebtedness under any Employee Benefit Plan. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any No material liability Liability under Title IV of ERISA has been or, to the Company's knowledge, is reasonably expected to be incurred by any Company or Company Subsidiary. (g) To the Company's knowledge, neither the Company nor any Company Subsidiary has engaged in connection any transaction with respect to any Acquiror Employee PlanBenefit Plan that would be reasonably likely to subject the Company or any Company Subsidiary to any material Tax or penalty (civil or otherwise) imposed by ERISA, the Code or other applicable Law.

Employee Benefit Plans. (a1) With respect to each material Schedule E includes a correct and complete list of, and Crestar has been furnished a true and correct copy of (or an accurate written description thereof in the case of oral agreements or arrangements) (A) all qualified pension and profit-sharing plans, all deferred compensation, consultant, severance, thrift, option, bonus and group insurance contracts and all other incentive, welfare and employee benefit planplans, programtrust, arrangement annuity or other funding agreements, and contract all other agreements (includingincluding oral agreements) that are presently in effect, without limitationor have been approved prior to the date hereof, maintained for the benefit of employees or former employees of American National or Savings Bank or the dependents or beneficiaries of any "employee benefit plan" as defined in Section 3(3) or former employee of ERISA) maintained American National or contributed Savings Bank, whether or not subject to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code ERISA (the "ACQUIROR EMPLOYEE PLANSEmployee Plans"), Acquiror has made available (B) the most recent actuarial and financial reports prepared or required to Target a true be prepared with respect to any Employee Plan and complete copy of, to the extent applicable, (i) such Acquiror Employee Plan, (iiC) the most recent annual report (Form 5500)reports filed with any governmental agency, (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS favorable determination letter issued with respect by the Internal Revenue Service, and any open requests for rulings or determination letters, that pertain to any Acquiror Employee Plan. (b) Each Acquiror such Employee Plan which that is intended to be qualified under Section 401(c) of the Code. Schedule E identifies each Employee Plan that is intended to be qualified under Section 401(a) of the Code and each such plan is qualified. (2) Neither American National, Savings Bank nor any employee pension benefit plan (as defined in Section 3(2) of ERISA (a "Pension Plan")) maintained or previously maintained by it, has received incurred any material liability to the Pension Benefit Guaranty Corporation ("PBGC") or to the Internal Revenue Service with respect to any Pension Plan. There is not currently pending with the PBGC any filing with respect to any reportable event under Section 4043 of ERISA nor has any reportable event occurred as to which a favorable determination from filing is required and has not been made. (3) Full payment has been made (or proper accruals have been established) of all contributions which are required for periods prior to the IRS covering Closing Date, as defined in Section 6.1 hereof, under the provisions terms of each Employee Plan, ERISA, or a collective bargaining agreement, no accumulated funding deficiency (as defined in Section 302 of ERISA or Section 412 of the Tax Reform Act Code) whether or not waived, exists with respect to any Pension Plan (including any Pension Plan previously maintained by American National or Savings Bank), and except as set forth on Schedule E, there is no "unfunded current liability" (as defined in Section 412 of 1986 stating that such Acquiror the Code) with respect to any Pension Plan. (4) No Employee Plan is so qualified a "multiemployer plan" (as defined in Section 3(37) of ERISA). Neither American National nor Savings Bank has incurred any liability under Section 4201 of ERISA for a complete or partial withdrawal from a multi-employer plan (as defined in Section 3(37) of ERISA). Neither American National nor Savings Bank has participated in or agreed to participate in, a multiemployer plan (as defined in Section 3(37) of ERISA). (5) All Employee Plans that are "employee benefit plans," as defined in Section 3(3) of ERISA, that are maintained by American National or Savings Bank or previously maintained by American National or Savings Bank comply and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. Each Acquiror Employee Plan has have been operated administered in compliance in all material respects in accordance with its ERISA and all other applicable legal requirements, including the terms of such plans, collective bargaining agreements and the requirements of applicable lawsecurities laws. Neither Acquiror American National nor any ERISA Affiliate of Acquiror Savings Bank has incurred or is reasonably expected to incur any material liability under Title IV any such plan that is not reflected in the American National Financial Statements or on Schedule E hereto. (6) Except as set forth on Schedule E, no prohibited transaction has occurred with respect to any Employee Plan that is an "employee benefit plan" (as defined in Section 3(3) of ERISA) maintained by American National or Savings Bank or previously maintained by American National or Savings Bank that would result, directly or indirectly, in material liability under ERISA or in connection the imposition of a material excise tax under Section 4975 of the Code. (7) Schedule E identifies each Employee Plan that is an "employee welfare benefit plan" (as defined in Section 3(1) of ERISA) and its funding status, whether through insurance, a trust, or from an employee's general assets. The funding under each such plan does not exceed the limitations under Section 419A(b) or 419A(c) of the Code. Neither American National nor Savings Bank is subject to taxation on the income of any such plan or any such plan previously maintained by American National or Savings Bank. (8) Schedule E identifies the method of funding (including any individual accounting) for all post-retirement medical or life insurance benefits for the employees of American National and Savings Bank. Schedule E also discloses the funded status of these Employee Plans. (9) Schedule E identifies each corporate owned life insurance policy, including any key man insurance policy and policy insuring the life of any director or employee of American National or Savings Bank, and indicates for each such policy, the face amount of coverage, cash surrender value, if any, and annual premiums. (10) No trade or business is, or has ever been, treated as a single employer with any Acquiror Employee PlanAmerican National or Savings Bank for employee benefit purposes under ERISA and the Code.

Employee Benefit Plans. (a) With respect to Section 4.11(a) of the Company Disclosure Letter sets forth a complete and correct list identifying each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained Company Benefit Plan. The Company has delivered or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a Parent true and complete copy ofcopies of (i) each material Company Benefit Plan (or, with respect to any unwritten material Company Benefit Plan, a written description of the material provisions thereof); and (ii) to the extent applicable, (i) such Acquiror Employee Plan, (iiA) the most recent annual report (on Form 5500), (iii) each trust agreement related 5500 filed and all schedules thereto filed with respect to such Acquiror Employee Company Benefit Plan, (ivB) each current trust agreement, insurance contract or policy, group annuity contract and any other funding arrangement relating to such Company Benefit Plan, (C) the most recent actuarial report, financial statement or valuation report, (D) a current Internal Revenue Service opinion or favorable determination letter, (E) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requireddescription, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of if any, required under ERISA and (vi) the most recent IRS determination letter issued with respect to such Company Benefit Plan, and (F) all material correspondence to or from any Acquiror Employee Governmental Entity relating to such Company Benefit Plan. (b) Each Acquiror Employee Company Benefit Plan which that is intended to be qualified under Section 401(a) of the Code has either received a favorable determination letter from the IRS covering or may rely on a favorable opinion letter issued by the provisions IRS and, to the Knowledge of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and Company, nothing has occurred since the date of such determination or opinion letter that could would reasonably be expected to adversely affect such qualification. (c) No Company Benefit Plan is subject to Section 302 or Title IV of ERISA or Section 412 or 4971 of the qualified status Code. During the immediately preceding six years, (i) no liability under Section 302 or Title IV of ERISA has been incurred by the Company, any Company Subsidiary or any of their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that presents a risk to the Company, any Company Subsidiary or any such ERISA Affiliates of incurring any such liability; and (ii) no event has occurred and there currently exists no condition or circumstances that would subject the Company or any Company Subsidiary to any Controlled Group Liability with respect to any “employee pension benefit plan. Each Acquiror Employee ” (as defined in Section 3(2) of ERISA) that is not a Company Benefit Plan. (d) Neither the Company, any Company Subsidiary nor any of their respective ERISA Affiliates has, at any time during the preceding six years, contributed to, been obligated to contribute to or had any liability (including any contingent liability) with respect to any 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. (e) No Company Benefit Plan provides health, life or other welfare benefits to current or former employees of the Company or any Company Subsidiary after retirement or other termination of employment (other than for continuation coverage required under Section 4980(B) of the Code or coverage through the end of the calendar month in which a termination of employment occurs). (f) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) each Company Benefit Plan has been operated in all material respects administered in accordance with its terms and is in compliance with ERISA, the requirements Code and all other Laws applicable to such Company Benefit Plan; (ii) all contributions or other amounts payable by the Company or any Company Subsidiary with respect to each Company Benefit Plan in respect of applicable law. the current plan year have been timely paid or accrued in accordance with GAAP; and (iii) there are no pending or, to the Knowledge of the Company, threatened claims by or on behalf of any participant in any of the Company Benefit Plans, or otherwise involving any such Company Benefit Plan or the assets of any Company Benefit Plan, other than routine claims for benefits. (g) Neither Acquiror the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event): (i) entitle any current or former employee, officer, director or individual consultant of the Company or any Company Subsidiary to any payment or benefit (or result in the funding of any such payment or benefit) under any Company Benefit Plan; (ii) increase the amount of any compensation, equity award or other benefits otherwise payable by the Company or any Company Subsidiary under any Company Benefit Plan; (iii) result in the acceleration of the time of payment, funding or vesting of any compensation, equity award or other benefits under any Company Benefit Plan; (iv) result in any “excess parachute payment” (within the meaning of Section 280G of the Code) becoming due to any current or former employee, officer, director or individual consultant of the Company or any of its subsidiaries; or (v) limit or restrict the right of the Company or any of its subsidiaries to merge, amend or terminate any Company Benefit Plan. (h) Neither the Company nor any ERISA Affiliate of Acquiror has incurred Company Subsidiary is a party to, or is reasonably expected otherwise obligated under, any plan, policy, agreement or arrangement that provides for the gross-up or reimbursement of Taxes imposed under Section 409A or 4999 of the Code (or any corresponding provisions of state or local Law relating to incur Tax). (i) No Company Benefit Plan is maintained outside the jurisdiction of the United States, or provides benefits or compensation to any material liability under Title IV employees or other service providers who reside or provide services outside of ERISA in connection with any Acquiror Employee Planthe United States.

Employee Benefit Plans. (a) With respect The Disclosure Schedule lists all Business Benefit Plans. True and complete copies thereof, where in writing, have previously been delivered or made available to each material employee benefit planthe Buyer, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, to the extent applicable, : (i) such Acquiror Employee any related summary plan description including, where there is no written document evidencing a Business Benefit Plan, an accurate written description of the material terms of such Business Benefit Plan. (ii) the most recent annual report (Form 5500)determination letter, if any, received from the IRS regarding such plan; (iii) each trust agreement related to such Acquiror Employee Planany pending applications, filings or notices with respect thereto with or from the IRS, the PBGC, or the Department of Labor; (iv) the latest financial statements and annual reports for such plan and related trusts or funding vehicles, policies or contracts as of the end of the most recent summary plan description year with respect to which the filing date for each Acquiror Employee Plan for which such a description is required, information has passed; (v) the most recent annual actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and valuation, if any, prepared for each Business Benefit Plan; (vi) the most recent IRS determination letter issued with respect each trust agreement or other funding or financing agreement relating to any Acquiror Employee each Business Benefit Plan. (b) Each Acquiror Employee Plan which is With respect to each of the Business Benefit Plans intended to qualify under Section 401(a) of the Code, except as set forth on the Disclosure Schedule, (i) a favorable determination letter has been issued by the IRS and since the date of such determination letter, to the Company's knowledge, there has been no action taken or omitted to be qualified taken, nor has any event occurred or failed to occur, which could reasonably be expected to cause the loss of qualification of such Business Benefit Plan under Section 401(a) of the Code has received where such action or failure to act or occurrence or nonoccurrence of such event would have a favorable determination from Material Adverse Effect, and (ii) there have been no prohibited transactions (within the IRS covering the provisions meaning of Section 406 of ERISA or Section 4975 of the Tax Reform Act Code) for which no exemption exists under Section 408 of 1986 stating that such Acquiror Employee Plan ERISA or Section 4975 of the Code and for which there is so qualified and nothing has occurred since any liability or civil penalty assessed or, to the date knowledge of such letter that the Company or the Subsidiary assessable, pursuant to Section 502(i) of ERISA or taxes imposed, or to the knowledge of the Company or the Subsidiary which could reasonably be expected to affect imposed, under Section 4975 of the qualified status of such plan. Each Acquiror Employee Code which would have a Material Adverse Effect. (c) Except as set forth in the Disclosure Schedule, each Business Benefit Plan has been operated maintained in all material respects in accordance compliance with its terms and the requirements all provisions of applicable law. Neither Acquiror . (d) With respect to each Business Benefit Plan subject to the minimum funding requirements of Section 412 of the Code, all required contributions for all plan years ending prior to the Closing Date have been made. (e) Except for the National Industrial Group Pension Plan and except as set forth in the Disclosure Schedule, neither (i) the Company, (ii) the Subsidiary, nor (iii) in the past five years any ERISA Code Affiliate has participated in or contributed to any Multiemployer Plan nor do any of Acquiror them have any other liability, including any potential withdrawal liability, with respect to any Multiemployer Plan, and none of them has incurred any current or potential withdrawal liability as a result of a complete or partial withdrawal (or potential partial withdrawal) from any Multiemployer Plan. Except as set forth in the Disclosure Schedule or in the SEC Reports (in each case, including, without limitation, the documents referenced therein): (i) no "reportable event," within the meaning of Section 4043 of ERISA, has occurred within the last 5 years with respect to any Business Benefit Plan, which is reasonably expected subject to incur any material liability under Title IV of ERISA ERISA, other than reportable events with respect to which notice has been waived by the PBGC; and (ii) no claims are pending or, to the knowledge of the Company or SCSM, threatened, with respect to any Business Benefit Plan other than claims for benefits in the ordinary course of plan operation and other than claims which, individually or in the aggregate, would not have a Material Adverse Effect. (f) Neither the Company nor the Subsidiary has any liability with respect to, or has any obligation to provide, health or life insurance or other welfare benefits with respect to Employees, or current or former independent contractors or their dependents, who have terminated employment with or ceased to provide services for the Company or the Subsidiary, other than as required by COBRA. (g) The Company and the Subsidiary have made all required contributions and paid all applicable premiums to or with respect to the Business Benefit Plans of the Company and the Subsidiary, as applicable, as and when due and the Financial Statements reflect proper accruals for all contributions and premium payments required to be made with respect to such Business Benefit Plans through the Closing Date. (h) Except as set forth in the Disclosure Schedule, neither the Company nor the Subsidiary has any obligation under any Business Benefit Plan or otherwise to provide severance benefits or other benefit entitlements upon termination of employment of Employees or the cessation of services of independent contractors. (i) Except as set forth in the Disclosure Schedule, any and all Business Benefit Plans of the Company and the Subsidiary may be amended prospectively or terminated by the Company and the Subsidiary on or after the Closing Date without violating the terms of such Business Benefit Plan, and without penalty or any liability in excess of the amount shown in the Financial Statements. (j) The Company and the Subsidiary, as applicable, have all requisite power and authority to take such actions as are required by the Company and the Subsidiary under Article X hereof with respect to the Business Benefit Plans, including, without limitation, assigning all of the rights and obligations of the Company and the Subsidiary with respect to any Business Benefit Plan to a Code Affiliate, or paying accrued benefits at or prior to the Closing in full satisfaction of the liabilities of the Company or the Subsidiary under such Business Benefit Plan, as the case may be. (k) Except as set forth in the Disclosure Schedule, each Business Benefit Plan maintained or contributed to by the Company or the Subsidiary which is a health plan, long-term disability plan, accident plan or death benefits plan is fully insured by an insurance company with respect to which neither the Company nor the Subsidiary has knowledge that it is not licensed or authorized to do business in its state of operation. (l) Prior to the Closing Date, Seller shall provide Mayflower with a true and complete Schedule setting forth (i) the names and positions of all then current Employees of the Subsidiary and the Company and individual independent contractors and their status (active, on layoff, disabled, or on other leave of absence) of each, (ii) the total annual compensation payable to each such Employee and independent contractor, including salary bonuses and any compensation pursuant to any other arrangement, (iii) perquisites provided to such Employees and independent contractors, and (iv) insurance policies on the lives of Employees who are officers, the premiums of which are paid by the Company or the Subsidiary. Except as set forth in the Disclosure Schedule, as of the Closing Date there is no outstanding indebtedness for services performed for the Company or the Subsidiary or vacation or other benefit owed to any Employee or individual independent contractor. (m) Seller has not made and shall not make or permit to be made any representation to any person entitled to a Special Bonus Plan Payment inconsistent with the terms of the Special Bonus Plan and the first sentence of Section 10.2 and shall not represent or permit to be represented to any such person that such Special Bonus Plan Payment shall be made by the Company or the Subsidiary. The Special Bonus Plan maintained by the Seller, a copy of which has been previously provided or made available to the Buyer or its counsel, and the first sentence of Section 10.2 accurately reflect all material terms of Special Bonus Plan Payments to be made by the Seller and its Affiliates in connection with any Acquiror Employee Planthe transactions contemplated hereby.

Employee Benefit Plans. Schedule 4.17 lists all Employee Plans of 20/20 (the “20/20 Employee Plans”). 20/20 has provided or made available to Capital Growth correct and complete copies of (where applicable) (a) all plan documents, summary plan descriptions, summaries of material modifications, amendments, and resolutions related to such plans, (b) the most recent determination letters received from the IRS, (c) the three most recent Form 5500 Annual Reports and summary annual reports, (d) the most recent audited financial statement and actuarial valuation, and (e) all related agreements, insurance contracts and other agreements which implement each such 20/20 Employee Plan. There are no restrictions on the ability of the sponsor of each 20/20 Employee Plan to amend or terminate any 20/20 Employee Plan and each 20/20 Employee Plan may be transferred by 20/20 or its respective ERISA Affiliate to the Surviving Corporation. With respect to each material employee benefit plan20/20 Employee Plan, programno event has occurred, arrangement and contract (includingthere exists no condition or set of circumstances in connection with which 20/20 would reasonably be expected to, without limitationdirectly, or indirectly, subject Capital Growth to any "employee benefit plan" as defined in Section 3(3) of liability under ERISA) maintained or contributed to by Acquiror , the Code or any trade or business which other applicable law, except liability for benefits claims and funding obligations payable in the ordinary course. Each 20/20 Employee Plan conforms to, and its administration is under common control with Acquiror in compliance with, all applicable Laws. No prohibited transaction within the meaning of Section 414 ERISA section 406 or Code section 4975, or breach of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, to the extent applicable, (i) such Acquiror Employee Plan, (ii) the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to fiduciary duty under Title IV I of ERISA and (vi) the most recent IRS determination letter issued has occurred with respect to any Acquiror 20/20 Employee Plan. . 20/20 and each Commonly Controlled Entity has made all payments due from it to date with respect to each 20/20 Employees Plan. With respect to each 20/20 Employee Plan, there are no benefits obligations for which contributions have not been made or properly accrued and there are no unfunded benefits obligations that have not been accounted for by reserves, or otherwise properly footnoted in accordance with generally accepted accounting principles, on the Financial Statements. No 20/20 Employee Plan is a multiemployer plan. There are no actions, liens, suits or claims pending or to the Knowledge of 20/20 threatened (bother than routine claims for benefits) with respect to any 20/20 Employee Plan or against the assets of any 20/20 Employee Plan. Each Acquiror 20/20 Employee Plan which is intended to be qualify under Code section 401(a) or 403(a) so qualifies and its related trust is exempt from taxation under Code section 501(a). Each 20/20 Employee Plan that is not qualified under Section Code section 401(a) or 403(a) is exempt from Part 2, 3 and 4 of Title I of ERISA as an unfunded plan that is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, pursuant to ERISA sections 201(2), 301(a)(3) and 401(a)(1). No assets of 20/20 are allocated to or held in a “rabbi trust” or similar funding vehicle. Each 20/20 Employee Plan that is a “group health plan” (as defined in ERISA section 607(1) or Code section 5001(b)(1)) has received a favorable determination from the IRS covering been operated at all times in compliance with the provisions of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified COBRA, HIPAA and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. Each Acquiror Employee Plan has been operated in all material respects in accordance with its terms and the requirements of applicable any applicable, similar state law. Neither Acquiror nor Except as disclosed in Schedule 4.17, the consummation of the transactions contemplated by this Agreement will not: (i) entitle any current or former employee of 20/20 to severance pay, unemployment compensation or any similar payment; (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due to, or in respect of, any current or former employee of 20/20; (iii) result in or satisfy a condition to the payment of compensation that would, in combination with any other payment, result in an “excess parachute payment” within the meaning of Code section 280G(b); or (iv) constitute or involve a prohibited transaction (as defined in ERISA Affiliate section 406 or Code section 4975), constitute or involve a breach of Acquiror has incurred or is reasonably expected to incur any material liability under Title IV fiduciary responsibility within the meaning of ERISA in connection with any Acquiror Employee Plansection 502(l) or otherwise violate Part 4 of Subtitle B of Title I of ERISA.

Employee Benefit Plans. (a) Section 3.11(a) of the Company Disclosure Schedules sets forth all material Company Benefit Plans. With respect to each material employee benefit planCompany Benefit Plan, programother than any such Foreign Plan, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror Company has made available to Target a Parent, true and complete copy copies of, to the extent applicable, (i) each current plan document constituting a part of such Acquiror Employee PlanCompany Benefit Plan (or, if unwritten, an accurate and complete description of all material terms), including all amendments thereto, (ii) the most recent annual report (Form 5500)summary plan description, (iii) each any related trust agreement related to such Acquiror Employee Planor other funding instrument, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredAnnual Report (Form 5500 Series) and accompanying schedules, if any, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA determination or opinion letter from the Internal Revenue Service (if applicable) for such Company Benefit Plan, and (vi) any material correspondence from a Governmental Entity in the most recent IRS determination letter issued with previous three (3) years. With respect to any Acquiror Employee each material Foreign Plan, the Company has made available to Parent either a true and complete copy of such Foreign Plan or a summary of the material terms of such Foreign Plan. (b) Each Acquiror Employee Except as would not have, individually or in the aggregate, a Company Material Adverse Effect: (i) each Company Benefit Plan which is has been established, maintained, funded and administered in compliance with its terms and with applicable Law, including ERISA and the Code to the extent applicable thereto; (ii) each Company Benefit Plan intended to be qualified under “qualified” within the meaning of Section 401(a) of the Code has received a current favorable determination letter from the IRS covering Internal Revenue Service or is entitled to rely on a favorable opinion issued by the provisions of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified Internal Revenue Service and nothing has occurred since the date of such letter that could reasonably be expected to adversely affect the qualified status qualification of such plan. Each Acquiror Employee Plan has Company Benefit Plan; (iii) all contributions, reimbursements, premiums or payments that have become due have been operated in all material respects made timely in accordance with its the terms of the Company Benefit Plan and in compliance with the requirements of applicable law. Neither Acquiror nor Law, and all such contributions, reimbursements, premiums or payments that are not yet due have been made or properly accrued in accordance with GAAP; (iv) there have been no non-exempt “prohibited transactions” (as defined in Section 406 of ERISA or Section 4975 of the Code) or breaches of duty by a “fiduciary” (as defined in Section 3(21) of ERISA) with respect to any ERISA Affiliate Company Benefit Plan; (v) none of Acquiror the Company or any of its Subsidiaries has incurred or is could reasonably be expected to incur any material liability penalty or Tax (whether or not assessed) under Section 4980B, 4980D, 4980H, 6721 or 6722 of the Code and no circumstances exist that could reasonably be expected to result in the imposition of any such penalty or Tax; (vi) there are no pending, threatened or, to the Knowledge of the Company, anticipated claims (other than claims for benefits in the ordinary course of business in accordance with the terms of the Company Benefit Plans) by, on behalf of or against, or related to any of the Company Benefit Plans or any trusts related thereto; and (vii) no Company Benefit Plan and none of the Company or any of its Subsidiaries has any Liability under a plan or arrangement that provides (or has promised to provide) for post-employment, post-service or retiree health, medical or other welfare benefits (except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985 or other applicable Law and at the expense of the applicable employee). No Company Benefit Plan is, and none of the Company or any of its Subsidiaries has any Liability (including on account of an ERISA Affiliate) with respect to: (A) any plan or arrangement that is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; (B) a Multiemployer Plan or a plan subject to Title IV of ERISA 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; or (C) a “defined benefit plan” (as defined in Section 3(35) of ERISA), whether or not subject to ERISA. Without limiting the generality of the foregoing, with respect to each Company Benefit Plan that is subject to the Laws of a jurisdiction other than the United States (a “Foreign Plan”) and except as would not have, individually or in the aggregate, a Company Material Adverse Effect: (w) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities, (x) each Foreign Plan intended to receive favorable tax treatment under applicable Tax Laws has been qualified or similarly determined to satisfy the requirements of such Laws, (y) no Foreign Plan is a defined benefit plan, and (z) no Foreign Plan has any unfunded liabilities, nor are such unfunded liabilities reasonably expected to arise in connection with the transactions contemplated by this Agreement. (c) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement could, either alone or in combination with another event, (i) entitle any Acquiror Employee Plancurrent or former employee, independent contractor or director of the Company or any of its Subsidiaries to severance pay, or any other payment or benefit from the Company or its Subsidiaries, (ii) accelerate the time of funding, payment or vesting, or increase the amount of, compensation or benefits due to any such current or former employee, independent contractor or director, (iii) result in any funding (through a grantor trust or otherwise) of any compensation or benefit, (iv) limit or restrict the right of Parent to merge, amend or terminate any Company Benefit Plan without material liability or (v) result in the payment of any amount that could, individually or in combination with any other amount, constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code. (d) The Company and its Subsidiaries are not party to, nor do they have any current or contingent obligation under, any Company Benefit Plan to compensate, gross-up, indemnify or otherwise make-whole any person for excise Taxes or related interest or penalties payable pursuant to Section 4999 of the Code or Section 409A of the Code. (e) Each Company Benefit Plan that is, in whole or in part, a “nonqualified deferred compensation plan” subject to Section 409A of the Code to which the Company or any of its Subsidiaries is a party complies with and has been maintained, in each case, in all material respects, in accordance with the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder, and no amount under any such plan is or has been subject to the interest and additional tax set forth under Section 409A(a)(1)(B) of the Code.

Employee Benefit Plans. (a) With respect to Section 4.11(a) of the Company Disclosure Letter sets forth a true and complete list of each material employee benefit plan, program, arrangement and contract plan (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained , whether or contributed not subject to by Acquiror ERISA), and each other plan, agreement, program, policy or other arrangement (other than any standard form employment agreement, or any trade statutory plan, agreement, program, policy or business which other arrangement that is required to be maintained under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"applicable law or by any Governmental Entity), Acquiror has made available to Target a true and complete copy of, to the extent applicable, under which (i) such Acquiror Employee Planany current or former employee, officer, director or individual independent contractor of the Company (the “Company Employees”) has any present or future right to compensation or benefits of any kind and which are contributed to, required to be contributed to or sponsored by or maintained by the Company or any of its Subsidiaries or (ii) the most recent annual report Company or any of its Subsidiaries has any present or future liability (Form 5500each, an “Employee Benefit Plan”), (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Plan. (b) Each Acquiror With respect to each Employee Benefit Plan, the Company has delivered or made available to SPAC copies of each Employee Benefit Plan which is intended and any funding instrument relating to be qualified under such plan. (c) Except as disclosed in Section 401(a4.11(c) of the Code Company Disclosure Letter, (i) each Employee Benefit Plan is and has received a favorable determination from been in compliance, in all material respects, with its terms and all applicable Legal Requirements; and (ii) all contributions, premiums and other payments required to be made with respect to any Employee Benefit Plan on or before the IRS covering the provisions date hereof have been timely made in all material respects and all obligations in respect of each Employee Benefit Plan as of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified date hereof have been accrued and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. Each Acquiror Employee Plan has been operated reflected in all material respects in accordance the Company’s financial statements to the extent required by KIFRS or the applicable accounting standard. Each Employee Benefit Plan required to be registered has been registered with its terms any Governmental Entity and has been so timely registered in good standing with applicable Governmental Entities in all material respects. Each Employee Benefit Plan intended to receive favorable Tax treatment under applicable Legal Requirements has been qualified or similarly determined to satisfy the requirements of such applicable lawLegal Requirements, in all material respects. Neither Acquiror nor Except as disclosed in Section 4.11(c) of the Company Disclosure Letter, no Employee Benefit Plan is a “defined benefit plan” (as defined in ERISA, whether or not subject to ERISA) or has any ERISA Affiliate of Acquiror material unfunded or underfunded liabilities. No act or omission has incurred occurred with respect to any Employee Benefit Plan that has subjected or is reasonably expected could subject the Company to incur any material liability under Title IV applicable Legal Requirements (other than the payment of ERISA benefits in accordance with the applicable Employee Benefit Plan terms). The Company has not incurred any material obligation in connection with the termination of, or withdrawal from, any Employee Benefit Plan. (d) Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereunder or under the other Transaction Agreements will (whether alone or in connection with any Acquiror subsequent event(s)) (i) result in the acceleration of time or vesting of any employee benefits or any loan forgiveness, (ii) result in any material payment (including severance pay, unemployment compensation, bonus or otherwise) becoming due to any Company Employee, (iii) increase in any material respect any benefits or compensation otherwise payable to any Company Employee, or (iv) require the Company to fund any material amount or benefit under any Employee Benefit Plan. (e) Neither the execution and delivery of this Agreement nor the consummation of the Transactions shall, either alone or in connection with any other event(s) give rise to any “excess parachute payment” as defined in Section 280G(b) (1) of the Code, any excise Tax owing under Section 4999 of the Code or any other amount that would not be deductible under Section 280G of the Code. (f) As of the date hereof, there is no material Legal Proceeding pending or, to the Knowledge of the Company, threatened with respect to any Employee Benefit Plan except as disclosed in Section 4.11(f) of the Company Disclosure Letter. (g) No Employee Benefit Plan provides, and the Company does not have any material obligation to provide post-retirement or post-termination health care or other welfare benefits.

Employee Benefit Plans. (a) Section 2.10(a) of the Surge Disclosure Schedule sets forth a complete and accurate list of each Surge Benefit Plan. With respect to each material employee benefit planSurge Benefit Plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror Surge has made available to Target a true and complete copy ofMotor, to the extent applicable, complete and accurate copies of (i) each such Acquiror Employee Surge Benefit Plan, (ii) the most recent annual report (Form 5500)each trust, insurance, annuity or other funding Contract related thereto, (iii) each trust agreement related to such Acquiror Employee Planthe most recent summary plan description and all summaries of material modifications, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredfinancial statement and actuarial or other valuation report prepared with respect thereto, (v) the most recent actuarial report relating recently received IRS determination letter or opinion letter, if any, issued by the IRS with respect to any Acquiror Employee Surge Benefit Plan subject that is intended to Title IV qualify under Section 401(a) of ERISA and the Code, (vi) the most recent annual report on Form 5500 (and all schedules thereto) required to be filed with the IRS determination letter issued with respect thereto, and (vii) all material non-routine correspondence with any regulatory and Governmental Entities relating to any Acquiror Employee PlanSurge Benefit Plan within the past three years. (b) Each Acquiror Employee Surge Benefit Plan which has been established, maintained and administered in accordance with its terms in all material respects and is in compliance in all material respects with ERISA, the Code and all other applicable Laws. (c) Each Surge Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received is subject to a favorable determination from letter upon which Surge is entitled to rely based on IRS pronouncements that such plan is so qualified, and such favorable determination letter has not been revoked and, to the IRS covering Knowledge of Surge, no event or circumstance exists that would reasonably be expected to materially adversely affect such qualification or exemption. (d) No Surge Benefit Plan is, and none of Surge or any of its ERISA Affiliates has now or in within the past six years sponsored, maintained, contributed to, been obligated to contribute to, or has or had any actual or contingent liability with respect to any (i) single employer pension plan that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code, (ii) any “multiemployer plan” within the meaning of Section 3(37) of ERISA, (iii) any “multiple employer plan” as defined in Section 413(c) of the Code, or (iv) any “multiemployer welfare arrangement” as defined in Section 3(40) of ERISA. (e) All (i) insurance premiums required to be paid with respect to, (ii) benefits, expenses, and other amounts due and payable under, and (iii) contributions, transfers, or payments required to be made to, any Surge Benefit Plans on or prior to the Closing will have been paid, made or accrued on or prior to the Closing. (f) Surge (or any successor thereto) may unilaterally amend or terminate any Surge Benefit Plan. (g) Each Profits Interest issued by Surge is intended to constitute a “profits interest” in Surge within the meaning of Revenue Procedure 93-27, 1993-2 C.B. 343. Each holder of a Profits Interest has made a valid and timely election under Section 83(b) of the Code with respect thereto. (h) Except as would not reasonably be expected to be materially adverse to Surge, Surge does not have any Liability in respect of, or obligation to provide, post-retirement health, medical, disability, life insurance benefits or other welfare benefits for former or current employees or directors of Surge (or the spouses, dependent or beneficiaries of any such individuals) under any Surge Benefit Plan except as required to comply with Section 4980B of the Code or any similar Law, or through the end of the month of termination of employment. (i) Except as set forth on Section 2.10(i) of the Surge Disclosure Schedule, none of the execution, delivery or performance of this Agreement by Surge, the consummation by Surge of the Mergers or any of the other Transactions, or Surge’s compliance with any of the provisions of this Agreement will (either alone or in conjunction with any other event, including any termination of employment on or following the Tax Reform Act Combination Merger Effective Time), except as required by this Agreement, (i) entitle any current or former employee, or director of 1986 stating that Surge to any compensation or benefit, (ii) accelerate the time of payment or vesting, increase the amount of payment, or trigger any payment or funding, of any compensation or benefit or trigger any other economic obligation under any Surge Benefit Plan, (iii) result in any forgiveness of Indebtedness with respect to any current or former employee or director of Surge or trigger any funding obligation under any Surge Benefit Plan, or (iv) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such Acquiror Employee Plan term is so qualified and nothing has occurred since the date of such letter defined in Treasury Regulation Section 1.280G-1) that could reasonably be expected construed, individually or in combination with any other such payment, to affect constitute an “excess parachute payment” under Section 280G of the qualified status Code. (j) Each (i) Surge Benefit Plan that is a “nonqualified deferred compensation plan” (as defined for purposes of such plan. Each Acquiror Employee Plan has Section 409A(d)(1) of the Code) has, since January 1, 2009, been operated in documentary and operational compliance, in all material respects respects, with Section 409A of the Code and all applicable IRS guidance promulgated thereunder, and (ii) Equity Appreciation Right and Profits Interest has been granted with a per unit base amount or a hurdle amount, as applicable, at least equal to the per unit fair market value of a Surge Common Unit or Surge Series F Unit, as applicable, or the fair market value of Surge, as applicable, as of the applicable date of grant, as reasonably and in accordance good faith determined by the Surge Board or a committee thereof consistent with its terms and Section 409A of the requirements Code. No person has a right to any gross up or indemnification with respect to any Surge Benefit Plan. (k) No audit or investigation by the Internal Revenue Service, Department of applicable lawLabor or other Governmental Entity is pending or, to the Knowledge of Surge, threatened with respect to any Surge Benefit Plan. (l) No Surge Benefit Plan is maintained outside of the United States. Neither Acquiror Surge nor any of its ERISA Affiliate Affiliates sponsor, maintain or contribute to, or are not required to contribute to, any employee benefit plans, policies, arrangements, outside of Acquiror has incurred the United States. (m) There are no pending or, to the Knowledge of Surge, threatened, Proceedings with respect to any Surge Benefit Plan or is reasonably expected to incur any material liability under Title IV the assets thereof, other than ordinary-course claims for benefits (and appeals thereof) brought by participants in or beneficiaries of ERISA in connection with any Acquiror Employee a Surge Benefit Plan.

Employee Benefit Plans. (aA) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror The Company has made available to Target a true the Buyer correct and complete copy copies of, to the extent as applicable, (i) each material Employee Benefit Plan (or, in the case of any such Acquiror material Employee PlanBenefit Plan that is unwritten, descriptions thereof), (ii) the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror material Employee Benefit Plan for which such a description is requiredand any subsequent summaries of material modifications, (iii) the most recent determination or opinion letter issued by the United States Internal Revenue Service, (iv) the most recent annual report filed on Form 5500 with respect to each material Employee Benefit Plan, and (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror material Employee Benefit Plan. (bB) Each Acquiror material Employee Benefit Plan which has been administered in all material respects in accordance with its terms and applicable Law. (C) The Company has received a favorable determination or opinion letter from the United States Internal Revenue Service with respect to each material Employee Benefit Plan that is intended to be tax qualified under Section 401(a) of the United States Internal Revenue Code has received a favorable determination from of 1986, as amended (the IRS covering "Code"), and, to the provisions Knowledge of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and Company, nothing has occurred since the date of such letter that could reasonably be expected to affect adversely impact the tax-qualified status of any such Employee Benefit Plan. (D) All contributions, premiums, and benefit payments under or in connection with the material Employee Benefit Plans that are required to have been made as of the date hereof in accordance with the terms of such material Employee Benefit Plans have been timely made. (E) No Employee Benefit Plan is subject to Title IV of ERISA or is a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any Subsidiary has incurred or would be reasonably expected to incur any material liability with respect to any single employer plan subject to Title IV of ERISA. (F) There are no material pending (or, to the Company's Knowledge, threatened) claims (other than routine benefit claims) or lawsuits that have been asserted or instituted by, against, or relating to, any Employee Benefit Plan. No Employee Benefit Plan is or within the preceding two years has been under investigation, audit or examination (nor has notice been received of a potential audit or examination) by any Governmental Authority (including the United States Internal Revenue Service and the United States Department of Labor). (G) No Employee Benefit Plan contains any provision that would accelerate or vest any benefit or require severance, termination or other additional payments or trigger any additional material liabilities as a result of the transactions contemplated by this Agreement. No amount, economic benefit or other entitlement that would be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement (alone or in combination with any other event) by any Person who is a "disqualified individual" (as defined in United States Treasury Regulation Section 1.280G-1) with respect to the Company would be characterized as an "excess parachute payment" (as defined in Section 280G(b)(1) of the Code), and no such disqualified individual is entitled to receive any additional payment from the Company, any of its Subsidiaries or any other Person in the event that the excise tax required by Section 4999(a) of the Code is imposed on such disqualified individual. (H) Each Employee Benefit Plan that is a "nonqualified deferred compensation plan. Each Acquiror Employee Plan " within the meaning of Section 409A(d)(1) of the Code (a "Nonqualified Deferred Compensation Plan") subject to Section 409A of the Code has been operated in all material respects in accordance compliance with its terms Section 409A of the Code since January 1, 2005, based upon a good faith, reasonable interpretation of (i) Section 409A of the Code and (ii)(X) the Proposed Regulations issued thereunder or (Y) IRS Notice 2005-1, in each case as modified by IRS Notice 2006-79 (clauses (i) and (ii), together, the "409A Authorities"). No Employee Benefit Plan that would be a Nonqualified Deferred Compensation Plan subject to Section 409A of the Code but for the effective date provisions that are applicable to Section 409A of the Code, as set forth in Section 885(d) of the American Jobs Creation Act of 2004, as amended (the "AJCA"), has been "materially modified" within the meaning of Section 885(d)(2)(B) of the AJCA after October 3, 2004, based upon a good faith reasonable interpretation of the AJCA and the requirements 409A Authorities or has been operated in violation of applicable lawthe 409A Authorities. Neither Acquiror nor No individual is entitled to any ERISA Affiliate gross-up, make-whole or other additional payment from the Company or any of Acquiror its Subsidiaries in respect of any Tax or interest or penalty related thereto. Each Employee Benefit Plan that qualifies as company pension within the meaning of the German Company Pension Act (Betriebsrentengesetz 1974) has incurred or is reasonably expected been operated in all material respects in compliance with such Act and with the provisions of such Employee Benefit Plan and no backlog adjustments of the pension payments (nachträgliche oder nachholende Anpassung) to incur any material liability under Title IV of ERISA in connection with any Acquiror Employee Planpensioners are required to be made for periods prior to the Closing. (I) NO EMPLOYEE BENEFIT PLAN PROVIDES POST-RETIREMENT WELFARE BENEFITS EXCEPT TO THE EXTENT REQUIRED BY SECTION 4980B OF THE CODE.

Employee Benefit Plans. (a) With respect to each material All employee compensation, incentive, fringe or benefit planplans, programprograms, arrangement and contract policies, commitments or other arrangements (includingwhether or not set forth in a written document) covering any active, without limitationformer or retired employee or consultant of ISC, any "employee benefit plan" as defined in Section 3(3) subsidiary of ERISA) maintained or contributed to by Acquiror ISC or any trade or business (whether or not incorporated) which is a member of a controlled group or which is under common control with Acquiror ISC within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the "ACQUIROR EMPLOYEE PLANSCode"), Acquiror or with respect to which ISC has made available or may in the future have liability, are listed on Schedule 3.18 (the "Plans"). Copies of all such written plans and summaries of any other plans which cover active, former or retired employees or consultants of ISC or any subsidiary of ISC have been provided to Target a true and complete copy of, to ACS. To the extent applicable, the Plans comply with the requirements of the Employee Retirement Income Security Act of 1974, as amended (i"ERISA") such Acquiror Employee Planand the Code, (ii) the most recent annual report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee and any Plan for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee Plan. (b) Each Acquiror Employee Plan which is intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has received either obtained a favorable determination letter as to its qualified status from the IRS covering the Internal Revenue Service or still has 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, and (ii) incorporates or has been amended to incorporate all provisions of required to comply with the Tax Reform Act of 1986 stating that and subsequent legislation. The Shareholders have furnished or made available to ACS copies of the most recent Internal Revenue Service determination letters and Forms 5500 for the three most current Plan years with respect to any such Acquiror Employee Plan. No Plan is so qualified and nothing covered by Title IV of ERISA or Section 412 of the Code. Neither ISC nor any of its affiliates has occurred since been a contributing employer to any multiemployer plan as defined under Section 4001 of ERISA. Neither ISC nor any officer or director of ISC has incurred any liability or penalty under Section 4971 through 4980E of the date Code or Title 1 of such letter that could reasonably be expected ERISA. None of the Plans promises or provides retiree medical or other retiree welfare benefits to affect any person except as required by applicable law, including but not limited to, the qualified status Consolidated Omnibus Budget Reconciliation Act of such plan1985, as amended. Each Acquiror Employee Plan has been operated 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 to such Plans. No suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of applicable lawPlan activities) has been brought, or to the best knowledge of the Shareholders is threatened, against or with respect to any such Plan. Neither Acquiror nor All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Plans have been made or accrued. Schedule 3.18 includes a listing of the accrued vacation liability of ISC as of the Interim Balance Sheet Date. (b) ISC is not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any material liability under Title IV of ERISA in connection arrangement with any Acquiror Employee labor union. No employee of ISC is represented by any labor union or covered by any collective bargaining agreement and, to the best knowledge of the Shareholders, no campaign to establish such representation is in progress. There is no pending or, to the best knowledge of the Shareholders, threatened labor dispute involving ISC and any group of its employees nor has ISC experienced any labor interruptions over the past three years, and ISC considers its relationship with its employees to be good. (c) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of ISC under any Plan or otherwise, (ii) materially increase any benefits otherwise payable under any Plan, or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

Employee Benefit Plans. (a) With respect to each material employee benefit planSchedule 4.11 lists all Employee Benefit Plans sponsored, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror the Company and the Company Subsidiaries or with respect to which the Company and the Company Subsidiaries have any trade obligations or business which is under common control with Acquiror within liability (each a “Company Benefit Plan” and collectively the meaning “Company Benefit Plans”). (b) True, correct and complete copies of Section 414 each of the Code (the "ACQUIROR EMPLOYEE PLANS")Company Benefit Plans, Acquiror has and related trusts and services agreements, if applicable, including all amendments thereto, have been made available to Target a true Buyers. There has also been made available to Buyers, with respect to each Company Benefit Plan and complete copy of, to the extent applicable, : (i) such Acquiror Employee Planthe two most recent annual or other reports filed with each governmental authority, (ii) the most recent annual report (Form 5500)insurance Contract and other funding agreement, and all amendments thereto, (iii) each trust agreement related to such Acquiror Employee Plan, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requireddescription, (iv) the two most recent audited accounts and actuarial reports or valuations required to be prepared under applicable law and (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter, opinion letter or advisory letter issued with respect to any Acquiror Employee Planby the IRS. (bc) Each Acquiror Employee Company Benefit Plan which that is intended to be qualified under Section 401(a) of the Code has received is subject to a favorable and current determination letter from the IRS covering as to such qualified status and to the provisions Knowledge of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing Sellers no event has occurred since the date of such the most recent determination letter that could would reasonably be expected to adversely affect the qualified status of such planCompany Benefit Plan. Each Acquiror Employee Except as would not, individually or in the aggregate, reasonably be expected to be materially detrimental to the Business, results of operations or financial condition of the Company and the Company Subsidiaries, taken as a whole, each Company Benefit Plan has been operated in compliance with and complies and has at all times complied in form and in operation with the requirements of the Code, ERISA, and other applicable material respects Laws. (d) As of the date hereof, there are no material Proceedings pending, or to the Knowledge of Sellers, threatened, with respect to any Company Benefit Plan and there is no matter pending (other than routine qualification determination filings) with respect to any of the Company Benefit Plans before any Governmental Authority or similar body, in accordance each case, except as would not, individually or in the aggregate, reasonably be expected to be materially detrimental to the Business, results of operations or financial condition of the Company and the Company Subsidiaries, taken as a whole. (e) Other than the Company Pension Plan, during the past six years, neither the Company nor any Company Subsidiary or any other Person that, together with its terms the Company or a Company Subsidiary, would be treated as a single employer under Section 414 of the Code or Section 4001 of ERISA (an “ERISA Affiliate”) has sponsored, maintained contributed to or has had any actual or potential liability with respect to any Employee Benefit Plan that is (i) subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code or (ii) is a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA). With respect to each Employee Benefit Plan that is sponsored, maintained or contributed to by the Company, any Company Subsidiary or by any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to be materially detrimental to the Business, results of operations or financial condition of the Company and the Company Subsidiaries: (A) no withdrawal liability under Section 4201 of ERISA or any liability to the PBGC has been incurred by the Company, any Company Subsidiary or an ERISA Affiliate and not been satisfied, (B) all contributions (including installments) to each such plan required by Section 302 of ERISA and Section 412 of the Code have been timely made, (C) each such plan has been funded, maintained and operated in compliance with all Laws applicable thereto and the requirements of applicable lawsuch plan’s governing documents, (D) no reportable event within the meaning of Section 4043 of ERISA (for which the disclosure requirements of Reg. Neither Acquiror nor any § 4043.1 et seq., promulgated by the PBGC, have not been waived) has occurred within the past six (6) years, and (E) no liability (including liability pursuant to Section 4069 of ERISA Affiliate but excluding premiums to the PBGC due but not yet delinquent) under Title IV of Acquiror ERISA has incurred been or is reasonably expected to incur be incurred. As of the Company Financial Statements Date, to the Knowledge of Sellers, the liabilities of the Company Pension Plan (as determined on a projected benefit obligation basis based on the assumptions used to fund such plan) do not exceed the fair market value of the assets of such plan by more than $9,291,714. Since the Company Financial Statements Date, no benefits under the Company Pension Plan have been increased nor has there been any material liability under Title IV promise to increase any such benefits, other than increases in benefits as a result of ERISA incremental vesting by existing plan participants pursuant to the terms of the Company Pension Plan in effect as of the Company Financial Statements Date. Neither the Company, any Company Subsidiary, nor, to the Knowledge of Sellers, any of their respective Employees or Representatives have made any statement, promise or other communication, which would limit the ability of the Company to terminate the Company Pension Plan or to amend the Company Pension Plan to freeze such plan as to future benefit accruals. (f) In connection with the consummation of the Transactions, no payments of money or property, acceleration of benefits, or provisions of other rights have or will be made under this Agreement, under any Acquiror Employee agreement, plan or other program contemplated herein, or under the Company Benefit Plans or under any other Contract or arrangement that, in the aggregate, would be reasonably likely to result in adverse tax treatment under Code Sections 280G and 4999 of the Code (determined without regard to the exceptions contained in Code Sections 280G(b)(4) and 280G(b)(5) of the Code), whether or not some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered. (g) The execution and delivery of this Agreement and the consummation of the Transactions (either alone or in combination with any other event) will not, except as set forth on Schedule 4.11(g), (i) require any of the Company or any Company Subsidiary to make a larger contribution to, or pay greater compensation, payments or benefits under any Company Benefit Plan, (ii) create or give rise to any additional vested rights or service credits under any Company Benefit Plan, (iii) accelerate the time of vesting, payment or funding of any amount or benefit due pursuant to any Company Benefit Plan or (iv) limit the ability to amend or terminate any Company Benefit Plan.

Employee Benefit Plans. (a) With Section 4.12(a) of the Company Disclosure Schedule sets forth a correct and complete list of each material Company Benefit Plan. To the extent applicable, the Acquired Companies have either delivered or made available to Parent prior to the execution of this Agreement with respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true Company Benefit Plan accurate and complete copy copies of, to the extent applicable, : (i) such Acquiror Employee Planall plan documents and all amendments thereto, and all related trust or other funding documents, and in the case of unwritten material Company Benefit Plans, written descriptions thereof, (ii) all determination letters, rulings, opinion letters, information letters or advisory opinions issued by the IRS or the United States Department of Labor within the past three (3) years, (iii) the most recent recently filed annual return/report (Form 5500), (iii) each trust agreement related to such Acquiror Employee Planand accompanying schedules and attachments thereto, (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredrecently prepared actuarial report and financial statements, and (v) the most recent actuarial report relating prospectus or summary plan descriptions and any material modifications thereto. (b) None of the Acquired Companies nor any ERISA Affiliate thereof sponsors, maintains or contributes or is obligated to contribute to, or has in the past six (6) years sponsored, maintained or contributed or in the past six (6) years has been obligated to contribute to, or has or is reasonably expected to have any Acquiror Employee direct or indirect liability with respect to, any Company Benefit Plan subject to Title IV of ERISA and (vior any multiemployer plan within the meaning of Section 4001(a)(3) the most recent IRS determination letter issued with respect to any Acquiror Employee Planor 3(37) of ERISA. (bc) Each Acquiror Employee Company Benefit Plan which is intended to be qualified under Section 401(a) of the Code has received or is permitted to rely upon a favorable determination from or opinion letter that it is so qualified, and to the IRS covering the provisions Knowledge of the Tax Reform Act of 1986 stating Company, there are no circumstances that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could would reasonably be expected to adversely affect the qualified status of such plan. qualification. (d) (i) Each Acquiror Employee Company Benefit Plan has been operated and maintained, in all material respects respects, in accordance compliance with its terms and with the requirements prescribed by applicable Laws, including ERISA and the Code; (ii) no material Legal Proceeding is pending with respect to any Company Benefit Plan (other than routine claims for benefits) and, to the Knowledge of applicable law. Neither Acquiror nor any ERISA Affiliate the Company, no such Legal Proceeding is threatened in writing; and (iii) as of Acquiror has incurred the date hereof, to the Knowledge of the Company, there are no material governmental audits or is reasonably expected to incur any material liability under Title IV of ERISA investigations pending or threatened in writing in connection with any Acquiror Employee Company Benefit Plan. (e) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will (either alone or together with any other event) (i) result in, or cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any current or former employee, officer, director or other service provider of any Acquired Company, (ii) result in any “parachute payment” (as defined in Section 280G(b)(2) of the Code) or (iii) limit or restrict the right of any of the Acquired Companies or, after Effective Time, Parent or the Surviving Corporation, to merge, amend or terminate any Company Benefit Plan. (f) None of the Acquired Companies has any obligation to pay or provide any tax “gross-up” or similar “make-whole” payments or indemnities to any current or former employee, officer, director or consultant of any Acquired Company. (g) No Company Benefit Plan provides for post-retirement or post-termination health, life insurance or other welfare benefits except as required under Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or similar state Law or for a limited period of time following a termination of employment pursuant to the terms of an existing employment, severance or similar agreement in effect as of the date hereof. (h) Any Company Benefit Plan that is a “non-qualified deferred compensation plan” (as such term is defined in Section 409A(d)(1) of the Code) has been operated and maintained in material compliance with the requirements of Section 409A of the Code and applicable guidance issued thereunder. (i) Except as would not reasonably be expected to result, individually or in the aggregate, in a material liability to the Acquired Companies taken as a whole, all Company Benefit Plans subject to the Laws of any jurisdiction outside the United States (each, a “Non-U.S. Benefit Plan”) (i) have been maintained, funded and administered in accordance with all applicable requirements, (ii) that are intended to qualify for special tax treatment, meet all the requirements for such treatment, (iii) that are intended to be funded or book-reserved, are fully funded or book reserved, as applicable, based upon reasonable actuarial assumptions, and (iv) do not have any unfunded or underfunded liabilities not accurately accrued in accordance with applicable accounting standards. No Non-U.S. Benefit Plan is a defined benefit pension plan.

Employee Benefit Plans. (a) With respect Schedule 2.7(a) sets forth all Employee Benefit Plans. Copies of Employee Benefit Plans and all Contracts relating to Employee Benefit Plans (including descriptions of vacation, separation and other personnel policies) have been provided to Buyer. Neither the Company nor any U.S. Subsidiary is bound by any unwritten Employee Benefit Plan or Contract relating to any Employee Benefit Plan. (b) Except as set forth on Schedule 2.7(b), the Company and each material employee benefit plan, program, arrangement and contract U.S. Subsidiary has timely complied with all obligations under the Employee Benefit Plans (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, to the extent applicable, (i) such Acquiror reporting, disclosure, prohibited transaction, IRS qualification, ERISA and funding obligations). Each Employee Benefit Plan, (ii) and the most recent annual report (Form 5500), (iii) administration of each trust agreement related to such Acquiror Employee Benefit Plan, (iv) complies and has at all relevant times complied with all applicable Legal Requirements, including the most recent summary plan description for each Acquiror Employee Plan Code and ERISA. No prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code for which such a description is required, (v) the most recent actuarial report relating to any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued statutory or administrative exemption does not exist has occurred with respect to any Acquiror Employee Benefit Plan. (bc) Each Acquiror Employee Benefit Plan which that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS covering as to its qualified status under the provisions Code, and each Employee Benefit Plan that is a funded welfare plan and whose trust is intended to be exempt from federal taxation under Section 501(a) of the Tax Reform Act Code has received recognition of 1986 stating that such Acquiror Employee Plan is so qualified and nothing exemption from federal income taxation from the IRS. Nothing has occurred since the date of such letter determination or recognition of exemption that could reasonably be expected to adversely affect the qualified qualification of such Employee Benefit Plan or the Tax exempt status of such planany related trust. Each Acquiror Sellers have delivered to Buyer copies of the following: (i) the most recent determination or opinion letter issued by the IRS with respect to each Employee Benefit Plan that is intended to be qualified under Section 401(a) and/or 501(a) of the Code; and (ii) the two most recent Annual Reports (IRS Forms 5500 series), including Schedules A and B, if applicable, required to be filed with respect to each Employee Benefit Plan. (d) Neither the Company, a U.S. Subsidiary nor any of their respective predecessors or Affiliates has ever established, maintained or contributed to or otherwise participated in, or has or has had an obligation to establish, maintain, contribute to or otherwise participate in, or has any obligation or liability in connection with, any Multi-Employer Retirement Plan. (e) Except as set forth in Schedule 2.7(e), neither the Company, a U.S. Subsidiary nor any of their respective predecessors or Affiliates has any obligation to provide post-retirement medical or other benefits to any director, employee or agent or former director, employee or agent or their survivors, dependents or beneficiaries, except as may be required by Section 4980B of the Code or Part 6 of Title I of ERISA or applicable Legal Requirements concerning medical benefits continuation. (f) Neither the Company, a U.S. Subsidiary nor any of their respective predecessors or Affiliates maintains or has maintained or has had any obligation to contribute to a defined benefit plan as defined in Section 3(35) of ERISA. (g) There is no Proceeding pending (other than routine claims for benefits) against or in respect of any Employee Benefit Plan or the assets of any Employee Benefit Plan. No civil or criminal action brought pursuant to the provisions of Title I, Subtitle B, Part 5 of ERISA is pending, or to Sellers’ Knowledge Threatened, against any fiduciary of any Employee Benefit Plan. To Sellers’ Knowledge none of the Employee Benefit Plans or any fiduciary thereof has been operated the direct or indirect subject of an audit, investigation or examination by any Governmental Body. (h) No Contract or other obligation exists to increase any benefits under any Employee Benefit Plan or to adopt any new Employee Benefit Plan. (i) Except as set forth in Schedule 2.7(i), the consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former director or employee of the Company or any U.S. Subsidiary to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement; (ii) accelerate the time of payment or vesting, or increase the amount, of compensation due to any director or employee or former director or employee either under an Employee Benefit Plan or otherwise; or (iii) result in any prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available. (j) Neither the Company nor any U.S. Subsidiary, with respect to any Employee Benefit Plan, is subject to any Tax under Code Sections 4972 or 4979 or to any loss of Tax deduction under Code Sections 162(m) and 280G. (k) Except as set forth in Schedule 2.7(k), each Employee Benefit Plan that is subject to the provisions of the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), has complied with HIPAA in all material respects respects. (l) With respect to the Pullman Industries, Inc. Amended and Restated Equity Participation Plan (the “EPP”), the committee designated to administer the EPP pursuant to Section 1.4(e) of the EPP (the “EPP Committee”) has not taken any action to terminate the EPP or accelerate the vesting of any Units (as defined in accordance the EPP) or other benefits under the EPP. With respect to 2006, the EPP Committee has not determined any benefits under the EPP, including distributions or any value associated with its terms and the requirements of applicable law. Neither Acquiror nor any ERISA Affiliate of Acquiror has incurred or is reasonably expected to incur any material liability under Title IV of ERISA in connection with any Acquiror Employee PlanUnits.

Employee Benefit Plans. (a) With respect The Buyer has made available to the Company prior to the execution of this Agreement correct and complete copies in each material case of all Buyer Benefit Plans. (b) All Buyer Benefit Plans are in compliance with the applicable terms of ERISA, the Internal Revenue Code, and any other applicable Laws, except as could not reasonably be expected to have a Material Adverse Effect on the Buyer. (c) Neither the Buyer nor any of its subsidiaries has an “obligation to contribute” (as defined in ERISA Section 4212) to a “multiemployer plan” (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)). Each “employee pension benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" ,” as defined in Section 3(33(2) of ERISA, ever maintained by the Buyer or its subsidiaries that was intended to qualify under Section 401(a) maintained or contributed of the Internal Revenue Code and with respect to by Acquiror which the Buyer or any trade or business which of its subsidiaries has any Liability, is under common control with Acquiror within the meaning of disclosed as such in Section 414 5.14 of the Code Buyer’s Disclosure Schedule. (the "ACQUIROR EMPLOYEE PLANS"), Acquiror d) The Buyer has made available to Target a true the Company prior to the execution of this Agreement correct and complete copy of, to copies of the extent applicable, following documents: (i) all trust agreements or other funding arrangements for such Acquiror Employee PlanBuyer Benefit Plans (including insurance contracts), and all amendments thereto, (ii) with respect to any such Buyer Benefit Plans or amendments, all determination letters, Material rulings, Material opinion letters, Material information letters, or Material advisory opinions issued by the most recent annual report (Form 5500)Internal Revenue Service, the United States Department of Labor, or the Pension Benefit Guaranty Corporation after December 31, 2001, (iii) each trust agreement related annual reports or returns, audited or unaudited financial statements, actuarial valuations and reports, and summary annual reports prepared for any Buyer Benefit Plan with respect to such Acquiror Employee Planthe most recent plan year, and (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is required, (v) the most recent actuarial report relating to descriptions and any Acquiror Employee Plan subject to Title IV of ERISA and (vi) the most recent IRS determination letter issued with respect to any Acquiror Employee PlanMaterial modifications thereto. (be) Each Acquiror Employee Buyer ERISA Plan which that is intended to be qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the IRS covering Internal Revenue Service, and, to the provisions Knowledge of the Buyer, there is no circumstance that will or could reasonably be expected to result in revocation of any such favorable determination letter. Each trust created under any Buyer ERISA Plan has been determined to be exempt from Tax Reform Act under Section 501(a) of 1986 stating the Internal Revenue Code and to the Knowledge of the Buyer, there is no circumstance that will or could reasonably be expected to result in revocation of such Acquiror Employee Plan is so qualified and nothing exemption. With respect to each such Buyer Benefit Plan, to the Knowledge of the Buyer, no event has occurred since that will or could reasonably be expected to give rise to a loss of any intended Tax consequences under the date Internal Revenue Code or to any Tax under Section 511 of such letter the Internal Revenue Code that could reasonably be expected to affect have a Material Adverse Effect on the qualified status Buyer. There is no Material Litigation pending or, to the Knowledge of the Buyer, threatened relating to any Buyer ERISA Plan. (f) Neither the Buyer nor any of its subsidiaries has engaged in a transaction with respect to any Buyer Benefit Plan that, assuming the Taxable Period of such plantransaction expired as of the date of this Agreement, would subject the Buyer or any of its subsidiaries to a Material tax or penalty imposed by either Section 4975 of the Internal Revenue Code or Section 502(i) of ERISA in amounts that could reasonably be expected to have a Material Adverse Effect on the Buyer. Each Acquiror Employee Neither the Buyer or any of its subsidiaries nor any administrator or fiduciary of any Buyer Benefit Plan (or any agent of any of the foregoing) has engaged in any transaction, or acted or failed to act in any manner, that could subject the Buyer or any of its subsidiaries to any direct or indirect Liability (by indemnity or otherwise) for breach of any fiduciary, co-fiduciary, or other duty under ERISA, where such Liability could reasonably be expected to have a Material Adverse Effect on the Buyer. No oral or written representation or communication with respect to any aspect of the Buyer Benefit Plans has been operated in all material respects made to employees of the Buyer or any of its subsidiaries that is not in accordance with its the written or otherwise preexisting terms and provisions of such plans, except where any Liability with respect to such representation or disclosure could not reasonably be expected to have a Material Adverse Effect on the requirements Buyer. (g) Since the date of the most recent actuarial valuation, there has been (i) no Material change in the financial position or funded status of any Buyer Pension Plan, (ii) no Material change in the actuarial assumptions with respect to any Buyer Pension Plan, and (iii) no Material increase in benefits under any Buyer Pension Plan as a result of plan amendments or changes in applicable lawLaw, except as could not reasonably be expected to have a Material Adverse Effect on the Buyer. Neither Acquiror any Buyer Pension Plan nor any “single-employer plan,” within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by the Buyer or its subsidiaries, or the single-employer plan of any entity that is considered one employer with the Buyer under Section 4001 of ERISA or Section 414 of the Internal Revenue Code or Section 302 of ERISA (whether or not waived) (a “Buyer ERISA Affiliate”) has an “accumulated funding deficiency” within the meaning of Section 412 of the Internal Revenue Code or Section 302 of ERISA. All contributions with respect to a Buyer Pension Plan or any single-employer plan of a Buyer ERISA Affiliate have or will be timely made and there is no Lien or expected to be a Lien under Internal Revenue Code Section 412(n) or ERISA Section 302(f) or Tax under Internal Revenue Code Section 4971. Neither the Buyer nor any of Acquiror its subsidiaries has incurred provided, or is required to provide, security to a Buyer Pension Plan or to any single-employer plan of a Buyer ERISA Affiliate pursuant to Section 401(a)(29) of the Internal Revenue Code. All premiums required to be paid under ERISA Section 4006 have been timely paid by the Buyer, except to the extent any failure that could not reasonably be expected to incur any material liability have a Material Adverse Effect on the Buyer. (h) No Liability under Title IV of ERISA has been or is expected to be incurred by the Buyer or it subsidiaries with respect to any defined benefit plan currently or formerly maintained by any of them or by any Buyer ERISA Affiliate that has not been satisfied in connection full (other than Liability for Pension Benefit Guaranty Corporation premiums which have been paid when due), except to the extent any failure could not reasonably be expected to have a Material Adverse Effect on the Buyer. (i) Neither the Buyer nor any of its subsidiaries has any Material obligation for retiree health and retiree life benefits under any of the Buyer Benefit Plans other than with respect to benefit coverage mandated by applicable Law. (j) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will, by themselves, (i) result in any Acquiror Employee Material payment (including without limitation severance, unemployment compensation, golden parachute, or otherwise) becoming due to any director or any employee of the Buyer or it subsidiaries from the Buyer or any of its subsidiaries under any Buyer Benefit Plan or otherwise, (ii) Materially increase any benefit otherwise payable under any Buyer Benefit Plan, or (iii) result in any acceleration of the time of any Material payment or vesting of any Material benefit.

Employee Benefit Plans. (a) With respect to Section 5.18(a) of the Company Disclosure Schedule contains a correct and complete list identifying each material employee benefit planCompany Plan and specifies whether such plan is an International Plan. For each material Company Plan, programthe Company has furnished to Parent a copy of such plan (or a description, arrangement if such plan is not written) and contract (includingall amendments thereto and, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target a true and complete copy of, to the extent applicable, (i) such Acquiror Employee Planall trust agreements, insurance contracts or other funding arrangements and amendments thereto; (ii) the most recent annual report (Form 5500), current prospectus or summary plan description and all summaries of material modifications; (iii) each trust agreement related to such Acquiror Employee Plan, the most recent favorable determination or opinion letter from the IRS; (iv) the annual returns/reports (Form 5500) and accompanying schedules and attachments thereto for the most recent summary recently completed plan description for each Acquiror Employee Plan for which such a description is required, year; (v) the most recent recently prepared actuarial report and financial statements; (vi) all material documents and correspondence relating thereto, received from or provided to any Acquiror Employee Plan Governmental Authority during the past three years; (vii) all current employee handbooks, manuals and policies; and (viii) if such plan is an International Plan, all material documents that are substantially comparable (taking into account differences in Applicable Law and practices) to the documents required to be provided in clauses (i) through (viii), as applicable. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has in the past six years sponsored, maintained, administered or contributed to (or had any obligation to contribute to), or has or is reasonably expected to have any direct or indirect liability with respect to, any plan subject to Title IV of ERISA and (viERISA, including any multiemployer plan, as defined in Section 3(37) the most recent IRS determination letter issued with respect to any Acquiror Employee Planof ERISA. (bc) Each Acquiror Employee Company Plan which that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS covering or has applied to the provisions of IRS for such a letter within the Tax Reform Act of 1986 stating applicable remedial amendment period or such period has not expired and, to the Company’s knowledge, no circumstances exist that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could would reasonably be expected to affect result in any such letter being revoked or not being issued or reissued or a penalty under the qualified status of such planIRS Closing Agreement Program if discovered during an IRS audit or investigation. Each Acquiror Employee trust created under any such Company Plan is exempt from Tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Each Company Plan, and any award thereunder, that is or forms part of a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code has been timely amended (if applicable) to comply and has been operated in compliance with, and the Company and its Subsidiaries have complied in practice and operation with, all applicable requirements of Section 409A of the Code. (e) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any current or former Service Provider for any Tax incurred by such Service Provider under Section 409A or 4999 of the Code. (f) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby (either alone or together with any other event) will, except as provided in Section 3.05 or Section 8.03(d), (i) entitle any current or former Service Provider to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Plan or (iii) limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent, to merge, amend or terminate any Company Plan. No Company Plan, individually or collectively, would reasonably be expected to result in the payment of any amount that would not be deductible under Section 162(m) or 280G of the Code. (g) Neither the Company nor any of its Subsidiaries has any current or projected material respects liability for, and no Company Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any current or former Service Provider (other than coverage mandated by Applicable Law, including COBRA). There has been no amendment to, written interpretation or announcement (whether or not written) by the Company or any of its Affiliates relating to, or change in employee participation or coverage under, a Company Plan which would, in each case, increase materially the expense of maintaining such Company Plan above the level of the expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. (h) Neither the Company nor any of its Subsidiaries is a party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or other contract or understanding with a labor union or organization. The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not required for the Company to enter into this Agreement or to consummate any of the transactions contemplated hereby. (i) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all contributions and payments accrued under each Company Plan, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending as of the date hereof, have been discharged and paid on or prior to the date hereof except to the extent reflected as a liability on the Company Balance Sheet. There is no material action, suit, investigation, audit or proceeding pending against or involving or, to the knowledge of the Company, threatened against or involving, any Company Plan or International Plan before any Governmental Authority. (j) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are, and have been since January 1, 2011, in compliance with all Applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, civil rights, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes. The Company and each of its Subsidiaries is, and has been since January 1, 2011, in compliance with the Worker Adjustment and Retraining Notification Act and has no material liabilities or other obligations thereunder. Neither the Company nor any of its Subsidiaries has taken any action that would reasonably be expected to cause Parent or any of its Affiliates to have any material liability or other obligation following the Closing Date under the Worker Adjustment and Retraining Notification Act. (k) Section 5.18(k)(i) of the Company Disclosure Schedule sets forth, for each employee of the Company or any of its Subsidiaries in the United States, such employee’s name, employer, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and the expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate and most recent annual bonus received. Section 5.18(k)(ii) of the Company Disclosure Schedule separately sets forth, as of the most recent practicable date, for each independent contractor , who is an individual, engaged by the Company or any of its Subsidiaries in the United States, such contractor’s name, duties and rate of compensation. (l) The Company has provided Parent with a list and copies of each material International Plan. Each International Plan has been maintained in material compliance with its terms and Applicable Law (including any special provisions relating to qualified plans where such International Plan was intended so to qualify) and has been maintained in good standing with applicable regulatory authorities. There has been no material amendment to, written interpretation of or announcement (whether or not written) by the requirements Company or any of applicable law. Neither Acquiror nor its Subsidiaries relating to, or change in employee participation or coverage under, any ERISA Affiliate International Plan, in each case, that would increase materially the expense of Acquiror has maintaining such International Plan above the level of expense incurred or is reasonably expected in respect thereof for the most recent fiscal year ended prior to incur any material liability under Title IV of ERISA in connection with any Acquiror Employee Planthe date hereof.

Employee Benefit Plans. (a) Section 4.14 of the Company Disclosure Schedule lists each Company Benefit Plan. (b) With respect to each material employee benefit planCompany Benefit Plan, program, arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained Company has delivered or contributed to by Acquiror or any trade or business which is under common control with Acquiror within the meaning of Section 414 of the Code (the "ACQUIROR EMPLOYEE PLANS"), Acquiror has made available to Target Parent a true true, complete and complete correct copy of, to the extent applicable, of (i) such Acquiror Employee Company Benefit Plan (of, if not written, a written summary of its material terms) and the most recent summary plan description and summary of material modifications, if any, related to such Company Benefit Plan, (ii) each trust agreement, insurance contract or other funding arrangement, (iii) the most recent annual report (Form 5500)) filed with the IRS) (and, (iii) each trust agreement related if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Acquiror Employee Company Benefit Plan), (iv) the most recent summary plan description for each Acquiror Employee Plan for which such a description is requiredactuarial report or financial statement, (v) the most recent actuarial report relating to determination letter, if any, issued by the IRS and any Acquiror Employee Plan subject to Title IV of ERISA pending request for a determination letter and (vi) each registration statement, Permit application and prospectus. Neither the most recent IRS determination letter issued Company nor any Company Subsidiary nor, to the knowledge of the Company and the Company Subsidiaries, any other Person, has any express or implied commitment, whether legally enforceable or not, to continue (for any period), modify, change or terminate any Company Benefit Plan, other than with respect to any Acquiror Employee Plana modification, change or termination required by ERISA or the Internal Revenue Code. (bc) Each Acquiror Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination from the IRS covering the provisions of the Tax Reform Act of 1986 stating that such Acquiror Employee Plan is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. Each Acquiror Employee Company Benefit Plan has been operated administered in all material respects in accordance with its terms and all Applicable Laws, including ERISA and the requirements Internal Revenue Code (including the prohibited transaction rules thereunder), and contributions required to be made under the terms of applicable lawany of the Company Benefit Plans as of the date of this Agreement have been timely made or, if not yet due, have been properly reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Company SEC Documents prior to the date of this Agreement. Neither Acquiror nor No suit, administrative proceeding, action or other adverse proceeding or claim has been brought or threatened against or with respect to any such Company Benefit Plan (other than routine benefits claims) and there is no pending audit or inquiry by the IRS or United States Department of Labor with respect to any Company Benefit Plan. No event has occurred, and, to the knowledge of Company or any Company Subsidiary, there exists no condition or set of circumstances, that could subject the Company or any Company Subsidiary to any material Liability (other than for routine benefit Liabilities) relating in any way to any Company Benefit Plan. (d) Except as set forth in Section 4.14(d) of the Company Disclosure Schedule, each Company Benefit Plan can be amended, discontinued or terminated at any time (including after the Effective Time) in accordance with its terms, without Liability (other than (A) Liability for ordinary administrative expenses typically incurred in a termination event or (B) Liabilities for which sufficient assets are set aside in a trust or insurance contract to satisfy such Liability or which are reflected on the Company's most recent consolidated balance sheet). (e) Each Company Benefit Plan and its related trust that is intended to qualify under Section 401(a) or 4975(e)(7) and Section 501(a), respectively, of the Internal Revenue Code has received a favorable determination letter from the IRS as to such qualified status or has been established under a standardized prototype plan for which an Internal Revenue Service opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer and nothing has occurred that could adversely affect such qualified status. (f) No Company Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) or other pension plan subject to Title IV of ERISA or the minimum funding rules of ERISA or the Internal Revenue Code and no Company ERISA Affiliate has sponsored or contributed to or been required to contribute to any such pension plan. (g) With respect to each Benefit Plan required to be set forth in the Company Disclosure Schedule that is subject to Title IV of Acquiror ERISA or the minimum funding rules of ERISA or the Internal Revenue Code, (i) no reportable event (within the meaning of Section 4043 of ERISA, other than an event that is not required to be reported before or within thirty (30) days of such event) has incurred occurred or is reasonably expected to incur any occur, (ii) there was not an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Internal Revenue Code), whether or not waived, as of the most recently ended plan year of such Benefit Plan; and (iii) there is no "unfunded benefit liability" (within the meaning of Section 4001(a)(18) of ERISA). No material liability Liability under Title IV of ERISA has been incurred by the Company or any other Company ERISA Affiliate that has not been satisfied in connection full, and no condition exists that presents a material risk to Company or any Company Subsidiary of incurring or being subject (whether primarily, jointly or secondarily) to a material Liability thereunder. None of the assets of the Company or any Company Subsidiary is, or may reasonably be expected to become, the subject of any Lien arising under ERISA or Section 412(n) of the Internal Revenue Code. (h) Except as required by Applicable Law, no Company Benefit Plan provides any of the following retiree or post-employment benefits to any person: medical, disability or life insurance benefits. To the knowledge of the Company and the Company Subsidiaries, the Company and each of the Company Subsidiaries are in compliance with (i) the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended. (i) The Company has delivered to Parent true, complete and correct copies of (i) all employment agreements with officers and all consulting agreements of the Company and each Company Subsidiary providing for annual compensation in excess of seven hundred and fifty thousand dollars ($750,000), (ii) all severance plans, agreements, programs and policies of the Company and each Company Subsidiary with or relating to their respective employees, directors or consultants, and (iii) all plans, programs, agreements and other arrangements of the Company and each Company Subsidiary with or relating to their respective employees, directors or consultants which contain "change of control" provisions. No payment or benefit which may be required to be made by the Company or any Company Subsidiary or which otherwise may be required to be made under the terms of any Company Benefit Plan or other arrangement will constitute a parachute payment under Internal Revenue Code Section 280G, and except as set forth in Section 4.14(i) of the Company Disclosure Schedule, the consummation of the Transactions will not, alone or in conjunction with any Acquiror Employee Planother possible event (including termination of employment), (i) entitle any current or former employee or other service provider of the Company or any Company Subsidiary to severance benefits or any other payment, compensation or benefit (including forgiveness of indebtedness), except as expressly provided by this Agreement, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation or benefit due any such employee or service provider, alone or in conjunction with any other possible event (including termination of employment). (j) Except as set forth in Section 4.14(j) of the Company Disclosure Schedule, the execution of, and performance of the Transactions will not (either along with or upon the occurrence of any additional or subsequent events) constitute an event under any Company Benefit Plan or agreement that will or may reasonably be expected to result in any payment (whether severance pay or otherwise), acceleration, vesting or increase in benefits with respect to any employee, former employee or director of the Company, or the Company Subsidiaries, whether or not any such payment would be an "excess parachute payment" (within the meaning of Section 280G of the Internal Revenue Code). (k) Section 4.14(k) of the Company Disclosure Schedule sets forth a list of all persons who the Company reasonably believes are, with respect to Company or any Company Subsidiary, "disqualified individuals" (within the meaning of Section 280G of the Internal Revenue Code and the regulations promulgated thereunder) as of the date of this Agreement. Within a reasonable period of time after the last business day of each month after the date of this Agreement and on or about the date which is five (5) business days prior to the expected Closing, the Company shall revise Section 4.14(k) of the Company Disclosure Schedule to reflect any additional information which the Company reasonably believes would impact the determination of persons who are, with respect to the Company or any Company Subsidiary, "disqualified individuals" (within the meaning of Section 280G of the Internal Revenue Code and the regulations promulgated thereunder) as of each such date. (l) Except as set forth in Section 4.14(l) of the Company Disclosure Schedule, neither the Company nor to the knowledge of the Company, any other "disqualified person" or "party in interest" (as defined in Section 4975 of the Code and Section 3(14) of ERISA, respectively) with respect to a Company Benefit Plan has breached the fiduciary rules of the ERISA or engaged in a prohibited transaction which could subject the Company to any tax or penalty imposed under Sections 4975 of the Code or Section 502 (i), (j) or (l)