Common use of Employee Benefits Clause in Contracts

Employee Benefits. (a) Section 6.12(a) of the Company Disclosure Letter sets forth as of the date of this Agreement a list of each material Employee Benefit Plan. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit Plan, the Company has made available to Buyer true and complete copies of (i) all plan documents, including all amendments thereto, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, and (v) any related trust or funding agreement. (c) Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has occurred that could reasonably be expected to cause the loss of such qualification. (d) Except as set forth in Section 6.12(d) of the Company Disclosure Letter, none of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated by this Agreement by any employee, officer, 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) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company with respect to any matters relating to any Employee Benefit Plan

Employee Benefits. (a) Section 6.12(a) 3.11 of the Company Disclosure Letter sets forth as Schedule contains true and complete lists, by country, of each Company Plan. The Company has made available to Parent true, correct and complete copies of (1) each Company Plan document, including any amendments thereto and in the case of unwritten Company Plans, written descriptions thereof, (2) the two most recent annual reports (Form 5500 series or local law equivalent) required to be filed with the IRS (or equivalent Governmental Authority under local Law) with respect to each Company Plan (if any such report was required) and the two most recent actuarial valuations or similar reports with respect to each Company Plan for which such report is available, (3) a correct and complete copy of the date most recent IRS determination or opinion letter received with respect to each Company Plan, (4) the most recent summary plan description for each Company Plan for which such summary plan description is required, (5) each insurance or group annuity contract or other funding vehicle relating to any Company Plan, (6) each employee handbook or other similar employee communication, and (7) copies of any 280G calculation prepared (whether or not final) with respect to any employee, director or independent contractor of the Company in connection with the transactions contemplated by this Agreement a list of each material Employee Benefit Plan. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation (together with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there underlying documentation on which such calculation is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Planbased). (b) With respect Except as would not reasonably be expected to each Employee Benefit Planhave a Material Adverse Effect, the Company has made available to Buyer true and complete copies of (i) each Company Plan has been, in all plan documentsmaterial respects, administered in compliance with its terms and applicable Laws, including all amendments theretoERISA and the Code, as applicable, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, and (v) any related trust or funding agreement. (c) Each Employee Benefit each Company Plan that is intended to qualify under be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as IRS or is entitled to its qualified status rely upon a favorable opinion issued by the IRS, and to the Knowledge of the Company, there are no existing circumstances or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has any events that have occurred that could reasonably be expected to cause affect adversely the loss qualified status of any such qualificationCompany Plan, (iii) neither the Company nor its Subsidiaries is or reasonably could be subject to either a liability pursuant to Section 502 of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (iv) there are no pending, or to the Knowledge of the Company, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any Company Plan or any trust related thereto which could reasonably be expected to result in any liability to the Company or any of its Subsidiaries; and (v) no audit or other proceeding by a Governmental Authority is pending, or to the Knowledge of the Company threatened or anticipated. (c) To the Knowledge of the Company, all contributions or other material amounts payable by the Company or its Subsidiaries as of or prior to the date hereof with respect to each Company Plan in respect of current or prior plan years have been paid on a timely basis or if not yet paid has been accrued in accordance with GAAP. (d) Neither the Company nor any other Person that would be or, at any relevant time, would have been considered a single employer with the Company under the Code or ERISA has ever maintained, contributed to, or been required to contribute to a plan subject to Title IV of ERISA or Code Section 412, including any “single employer” defined benefit plan or any “multiemployer plan” each as defined in Section 4001 of ERISA. (e) Except as required under Section 601 et seq. of ERISA, no Company Plan provides benefits or coverage in the nature of health, life or disability insurance following retirement or other termination of employment. (f) Except as set forth in Section 6.12(d3.11(f) of the Company Disclosure LetterSchedule, none of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated by this Agreement by will not, either alone or in combination with another event, (i) entitle any employee, officer, director or other service provider officer of the Company or any of its Subsidiaries who to severance pay, unemployment compensation or any other payment, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any such employee, director or officer, (iii) directly or indirectly cause the Company to transfer or set aside any assets to fund any benefits under any Company Plan or any employment or individual consulting agreement, (iv) otherwise give rise to any material liability under any Company Plan or any employment or individual consulting agreement or (v) limit or restrict the right to amend, terminate or transfer the assets of any Company Plan on or following the Effective Time. (g) To the Knowledge of the Company, each Company Plan that is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) could reasonably be expected to be an “excess parachute paymentnonqualified deferred compensation plan” (as defined in Section 280G(b)(1) 409A of the Code)Code and the Treasury Regulation promulgated thereunder) did not fail to be operated in good faith compliance with Section 409A of the Code and the Treasury Regulations promulgated thereunder from January 1, 2005 through December 31, 2008 and has not failed to be maintained and operated in compliance with Section 409A of the Code and the Treasury Regulations promulgated thereunder from January 1, 2009 until the Closing Date. (gh) This Section 6.12 constitutes Each Company Plan may be amended or terminated without penalty other than the sole and exclusive representations and warranties payment of benefits, fees or charges accrued or incurred through the date of termination. (i) The Company has received a determination letter with respect to any matters relating “voluntary employees’ beneficiary association,” within the meaning of Section 501(c)(9) of the Code (“VEBA”), which remains in full force and effect. The operations of the VEBA and Company’s funding policy with respect to the VEBA complies in all material respects with the applicable provisions of the Code and ERISA. (j) To the Knowledge of the Company, all Foreign Plans have been established, maintained, and administered in all material respects in compliance with their terms and all applicable statutes, laws, ordinances, rules, orders, decrees, judgments, writs and regulations of any controlling governmental authority or instrumentality. (k) To the Knowledge of the Company, with respect to the Foreign Plans, except as would not result in material liability to the Company or its Subsidiaries: (i) all required contributions have been made in accordance with applicable local statutory requirements or accrued to the extent required by applicable local statutory requirements; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the benefits determined on any ongoing basis (actual or contingent) accrued to the Closing Date (i.e., on an “accrued benefit obligation” basis as is defined in SFAS 87) with respect to all current and former participants under such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Plan, and none of the transactions contemplated by this Agreement shall cause such assets or insurance obligations or book reserves to be less than such benefit obligations; and (iii) there is no liability with respect to any Employee Benefit Planfunded Foreign Plan which will result by reason of the transactions contemplated by this Agreement. (l) Section 3.11(l) of the Company Disclosure Schedule sets forth the Company’s accrued liability in respect of Company matching contributions under the ESPP as of the date of this Agreement.

Employee Benefits. (a) Schedule 4.11 contains a true and complete list of each Employee Benefit Plan, and each other option, incentive, deferred compensation or fringe benefit plan, program or arrangement maintained or contributed to or required to be contributed to by the Company for the benefit of any employee or former employee of the Company (the "Company Plans"). (b) The Company is not part of a controlled group of corporations and is not under common control with any other entity, within the meaning of Section 6.12(a414(b) or (c) of the Code. The Company Disclosure Letter sets forth does not have any liability in connection with a multiemployer plan, as defined in Sections 3(37) of ERISA, or any plan subject to Section 412 of the Code or Section 302 of ERISA. (c) With respect to the Company Plans, a true and complete copy of (i) each of the Plans and related trust agreements, insurance contracts and other funding agreements, (ii) the most recent Summary Plan Description for each Company Plan for which a summary plan description is required and any summary of material modification with respect to an amendment to a Company Plan, and (iii) the most recent Annual Report (Form 5500) filed with the IRS have been furnished to Buyer. All contributions required with respect to each Company Plan for all periods through the Closing Date shall have been made by such date of this Agreement a list of each material Employee Benefit Plan. (or provided for by the Company by adequate reserves on its financial statements). (d) Each Employee Benefit Company Plan has been established, maintained and administered in all material respects in accordance with its terms and complies in form and operation compliance with the applicable requirements provisions of ERISA, the Code (including rules and regulations thereunder) and other Laws applicable Lawsthereto. The Company and each Company ERISA Affiliate have performed all material obligations required to be performed by them under, are not in any material respect in default under or in violation of, and other than routine claims for benefitshave no knowledge of any default or violation by any party to, any Company Plan. With respect to the Company Plans, no event has occurred and, to the knowledge of the Company, there exists no condition or set of circumstances, in connection with which the Company is reasonably likely to be subject to any material liability under the terms of such Company Plans, ERISA, the Code, or any other applicable Law. The Company does not have any actual or contingent liability under Title IV of ERISA, including, without limitation, any liability in connection with the termination or reorganization of any employee benefit plan subject to Title IV of ERISA and no claim fact or lawsuit pending or, event exists which is reasonably likely to Sellers’ Knowledge, threatened against or arising out of or related give rise to an Employee Benefit Plansuch liability. (be) With respect to each Employee Benefit Plan, the The Company has made available to Buyer true and complete copies of Buyer: (i) copies of all plan documentsmaterial severance agreements, including all amendments thereto, programs and policies of the Company; and (ii) copies of all summary plan descriptionsmaterial plans, programs, agreements and other arrangements of the Company with or relating to its employees which contain change in control provisions. Except as described in Schedule 4.11, neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated hereby will (A) result in any payment becoming due to any director, officer or employee of the Company under any Company Plan or otherwise, which payment is material in relation to the compensation previously provided to such individual, (iiiB) materially increase any benefits otherwise payable under any Company Plan, which increase is material in relation to the most recent annual report benefits previously provided, or (Form 5500 seriesC) filed with result in any acceleration of the Internal Revenue Service, if applicable, (iv) the most recent determination time of payment or opinion letter, if any, issued by the Internal Revenue Service, and (v) vesting of any related trust or funding agreementmaterial benefits. (cf) Each The Company sponsors, maintains and contributes to only one Employee Benefit Plan that is intended to qualify under be "qualified" within the meaning of Section 401(a) of the Code has received and Section 401(k) of the Code (the "401(k) Plan"). The 401(k) Plan document, together with any amendments thereto, contains the material provisions required to be contained in such a plan, or any such provisions that are missing from the 401(k) Plan would be able to be added to the 401(k) Plan with Internal Revenue Service approval without material cost to the Company. To the Sellers' Knowledge, there exists no condition or set of circumstances which is likely to adversely affect the qualified status of the 401(k) Plan or that would prevent the IRS from issuing a favorable determination letter from the Internal Revenue Service as to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has occurred that could reasonably be expected to cause the loss of such qualification. (d) Except as set forth in Section 6.12(d) of the Company Disclosure Letter, none of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated by this Agreement by any employee, officer, 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) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company with respect to any matters relating to any Employee Benefit the qualified status of the 401(k) Plan.

Employee Benefits. (a) Section 6.12(a5.10(a) of the Company Disclosure Letter sets forth as of the date of this Agreement contains a true and complete list of each material Employee Benefit PlanCompany Plan and each material employment agreement with an employee of the Company. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit material Company Plan, the Company has made available to Buyer Parent true and complete copies (to the extent applicable) of (i) all the plan documentsdocument, including all any amendments thereto, or if such Company Plan is not in writing, a written description of such plan, (ii) all the most recent summary plan descriptionsdescription for each material Company Plan for which such summary plan description is required by applicable Law and each summary of material modifications (if any), (iii) if such Company Plan is funded through a trust or any other funding arrangement, a copy of such trust or other funding arrangement, (iv) the most recently received IRS determination letter (or opinion or advisory letter, if applicable), (v) the most recent annual report (on Form 5500 series) required to be filed with the Internal Revenue Service, IRS with respect thereto (if applicableany), (ivvi) the most recent determination financial statements and actuarial or opinion letter, if any, issued by the Internal Revenue Service, other valuation reports prepared with respect thereto and (vvii) all material non-routine correspondence to and from any Governmental Authority within the last three (3) years related trust to any Company Plan. (b) Except as would not have a Company Material Adverse Effect, (i) each of the Company Plans has been administered in compliance with its terms and in accordance with all applicable Laws, (ii) all contributions required to be made with respect to each Company Plan have been timely made and deposited and (iii) all material reports, returns, notices and similar documents required to be filed with any Governmental Authority or funding agreementdistributed to any Company Plan participant have been timely filed or distributed. (c) Each Employee Benefit Company Plan that is intended to qualify under be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as to its IRS regarding the Tax-qualified status of such Company Plan or may is entitled to rely on upon a prototype favorable opinion letter from issued by the Internal Revenue ServiceIRS regarding the plan’s Tax-qualified status, or has timely filed or has time remaining in which and to file an application for such determination from the Internal Revenue Service, and, to Sellers’ KnowledgeKnowledge of the Company, no fact events have occurred or event has occurred circumstances exist that could reasonably be expected to cause the loss of reliance on such qualificationdetermination or opinion letter or adversely affect the Tax-qualified status of any such Company Plan, except where such loss of reliance or Tax-qualified status would not have a Company Material Adverse Effect. (d) Except The Company does not maintain or contribute to, nor within the past six (6) years has maintained or contributed to, a plan subject to Section 302 or Title IV of ERISA or Section 412 of the Code, including any “single employer” defined benefit plan or any “multiemployer plan” (each, as set forth defined in Section 6.12(d4001 of ERISA). No Company Plan is a “multiple employer plan” (that is subject to Section 413(c) of the Code) or a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. Neither the Company Disclosure Letternor any of its Subsidiaries has any current or contingent 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, except where such liability would not have a Company Material Adverse Effect. (e) Except as required under applicable Law or for matters that would not have a Company Material Adverse Effect, no Company Plan provides health, medical, dental or life insurance benefits following retirement or other termination of employment. (f) There are no pending, or to the Knowledge of the Company, anticipated or threatened Actions against the Company or any of its Subsidiaries with respect to any Company Plan, by or on behalf of any employee, former employee or beneficiary covered under any such Company Plan (other than routine claims for benefits) that would have a Company Material Adverse Effect. No Company Plan is, or within the last six (6) years has been, the subject of an examination, investigation or audit by a Governmental Authority, or is the subject of an application or filing under, or a participant in, a government-sponsored amnesty, voluntary compliance, self-correction or similar program. (g) With respect to each Company Plan, (i) neither the Company nor its Subsidiaries have engaged in, and to the Knowledge of the Company no other Person has engaged in, any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) that would reasonably be expected to result in a liability to the Company or any of its Subsidiaries that would have a Company Material Adverse Effect and (ii) none of the Company or any of its Subsidiaries contributes toor, to the Knowledge of the Company, any other “fiduciary” (as defined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or has, within any other failure to act or comply in connection with the past six years, contributed to administration or had any obligation to contribute to any Employee Benefit investment of the assets of such Company Plan that is would have a Title IV Plan or Multiemployer PlanCompany Material Adverse Effect. (eh) Except as set forth Neither the execution and delivery of this Agreement and the Ancillary Agreements nor the consummation of the Transactions (either alone or in Section 6.12(econjunction with any other event) will (i) result in any material payment becoming due to any current or former employee, director or other natural individual service provider of the Company Disclosure Letteror its Subsidiaries, there is no Employee Benefit (ii) materially increase any compensation or benefits otherwise payable to any current or former employee, director or other natural individual service provider of the Company or its Subsidiaries, (iii) result in any acceleration of the time of payment, funding or vesting of any such material compensation or benefits to any current or former employee, director or other natural individual service provider of the Company or its Subsidiaries, (iv) trigger any increased or accelerated contributions to any Company Plan or trigger any change in the funding or covenant support arrangements for any Company Plan, or (v) result in the payment of any amount that is a would, individually or in combination with any other such payment, constitute an “welfare benefit planexcess parachute payment” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any 280G of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state LawCode. (fi) As of the Closing, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated by this Agreement by No Person is entitled to receive any employee, officer, director additional payment (including any Tax gross-up or other service provider of payment) from the Company or any of its Subsidiaries who is as a “disqualified individual” (as such term is defined in Treasury Regulation result of the imposition of the excise Taxes required by Section 1.280G-1) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) 4999 of the Code). (gj) This Section 6.12 constitutes Except as would not have a Company Material Adverse Effect, all Company Plans subject to the sole and exclusive representations and warranties Laws of any jurisdiction outside of the Company United States (A) have been maintained in accordance with respect all applicable requirements, (B) that are intended to any matters relating qualify for special Tax treatment meet all requirements for such treatment, and (C) that are intended to any Employee Benefit Planbe funded and/or book-reserved are funded and/or book reserved, as required under applicable Laws, based upon reasonable actuarial assumptions.

Employee Benefits. (a) Section 6.12(a) of the Company Disclosure Letter sets forth as of the date of this Agreement a list of each material Employee Benefit Plan. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each material “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and each other material employee benefit plan, policy, program, agreement or arrangement or employment, change in control, severance or similar arrangement or agreement providing compensation or benefits to any current or former director, officer or employee, in each case, maintained by the Company or any Company Subsidiary, or with respect to which the Company or any Company Subsidiary has any direct or contingent liability, other than any plan, policy, program, or arrangement which is required to be maintained by applicable Law (each a “Company Benefit Plan”), the Company has made available to Buyer Parent a true and complete copies of correct copy of: (i) all plan documents, including each such Company Benefit Plan that has been reduced to writing and all amendments thereto, ; (ii) all each trust, insurance or administrative agreement relating to each such Company Benefit Plan; (iii) the most recent summary plan descriptions, description or other written explanation of each Company Benefit Plan provided to participants; (iiiiv) the most recent annual report (Form 5500 series5500) filed with the Internal Revenue Service, if applicable, IRS; and (ivv) the most recent determination or opinion letter, if any, issued by the Internal Revenue ServiceIRS with respect to any Company Benefit Plan intended to be qualified under Section 401(a) of the Code. (b) Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) each Company Benefit Plan has been administered in compliance with its terms and all applicable Laws, including ERISA and the Code, and (vii) there are no claims, actions, suits, proceedings, investigations, arbitrations, audits or hearings (other than for routine claims for benefits) pending or, to the knowledge of the Company, threatened with respect to any related trust or funding agreement. (c) Company Benefit Plan. Each Employee Company Benefit Plan that which is intended to qualify under Section 401(a) of the Code has either received a favorable determination letter from the Internal Revenue Service IRS as to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such a favorable determination from letter, or may rely upon an opinion letter for a prototype or volume submitter plan. (c) Section 3.12(c) of the Internal Revenue ServiceCompany Disclosure Letter lists each Company Benefit Plan that provides health benefits after retirement or other termination of employment (other than (i) as required by Law, and, to Sellers’ Knowledge, no fact (ii) coverage or event has occurred that could reasonably be expected to cause benefits the loss full cost of such qualificationwhich is borne by the employee or former employee (or any beneficiary of the employee or former employee) or (iii) benefits provided for a period of less than eighteen (18) months following termination of employment or during any period during which the former employee is receiving severance pay). (d) Section 3.12(d) of the Company Disclosure Letter lists each Company Benefit Plan subject to Section 302 or Title IV of ERISA or Section 412 of the Code. (e) At no time during the six-year period prior to the date of this Agreement has the Company, any Company Subsidiary or any of their respective ERISA Affiliates maintained, contributed to or had any obligations or liabilities under any multiemployer pension plan (as defined in Section 3(37) of ERISA). (f) Except as provided in Section 2.03 or as set forth in Section 6.12(d3.12(f) of the Company Disclosure Letter, none neither the execution of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with this Agreement nor the consummation of the transactions contemplated by this Agreement by hereby (either alone or in conjunction with any other event) could (i) entitle any employee, officer, director or other service provider individual consultant of the Company or any Company Subsidiary to severance pay or any increase in severance pay upon any termination of its Subsidiaries who is employment, (B) result in, cause the vesting, exercisability or delivery of, or increase in the amount or value of, any payment, right or benefit to any employee, officer, director or individual consultant of the Company or any Company Subsidiary or result in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a “disqualified individual” reversion of assets from any Company Benefit Plan, or (as such term is defined C) accelerate the time of payment or vesting or exercisability, or result in Treasury Regulation Section 1.280G-1) could reasonably be expected to be an “excess parachute payment” any payment or funding (as defined in Section 280G(b)(1through a grantor trust or otherwise) of compensation or benefits under, increase the Code)amount payable or result in any other material obligation pursuant to, any of the Company Benefit Plans. (g) This Neither the Company nor any Company Subsidiary has any obligation to “gross-up” any tax imposed pursuant to Section 6.12 constitutes the sole and exclusive representations and warranties 409A or 4999 of the Code. (h) All Company Benefit Plans that are intended to be qualified under Section 401(a) of the Code have been determined by the IRS to be so qualified or may rely on an opinion letter with respect to a prototype plan, or a timely application for such determination is now pending or there is time remaining for such an application, and the Company has no knowledge of any matters reason why any such Company Benefit Plan is not so qualified in operation. (i) Except in the ordinary course of business consistent with past practice, there has been no amendment to, announcement by the Company or any Company Subsidiary relating to to, change in employee participation or coverage under, or (except as required by applicable Law) increase in the benefits (whether retroactively or prospectively) payable under, any Employee Company Benefit PlanPlan which would materially increase the expense of maintaining such plan above the level of the expense incurred therefor for the most recently completed fiscal year of the Company.

Employee Benefits. (a) Section 6.12(aExcept as would not reasonably be expected to have a Material Adverse Effect: (1) of the Company Disclosure Letter sets forth as of the date of this Agreement a list of each material Employee Benefit Plan. Each Employee Benefit Plan has been established, maintained and administered in accordance compliance with its terms and complies in form and operation with the all applicable requirements of ERISAlaws, including, but not limited to, the Internal Revenue Code of 1986, as amended (the “Code”) and other applicable LawsERISA; (2) There are no actions, and suits, claims or disputes pending, or to knowledge of the Company threatened, nor any audits, inquiries, reviews, proceedings, claims, or demands pending with any governmental authority with respect to any Employee Benefit Plan (other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan.); (b) With respect to each Employee Benefit Plan, the Company has made available to Buyer true and complete copies of (i) all plan documents, including all amendments thereto, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, and (v) any related trust or funding agreement. (c3) Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code has received is subject to a favorable determination letter from or opinion letter upon which the Company is entitled to rely under Internal Revenue Service as pronouncements, that such plan is qualified and no action or omission has occurred with respect to its qualified status any such plan since the date of such determination letter or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has occurred that could reasonably be expected to cause the loss of such would adversely affect its qualification.; (d4) Except as set forth in Section 6.12(d) of the Company Disclosure Letter, none of the Company No Employee Benefit Plan is or any of its Subsidiaries contributes to, or has, was within the past six (6) years, contributed and neither the Company nor any ERISA Affiliate has or is reasonably expected to or had have any obligation or liability under (i) a plan subject to contribute to any Employee Benefit Plan that is a Section 412 of the Code and/or Title IV Plan or Multiemployer Plan. of ERISA; (eii) Except a multi-employer plan as set forth defined in Section 6.12(e4001(a)(3) of ERISA, or (iii) a multiple employer plan as described in Section 413(c) of the Code. For this purpose, “ERISA Affiliate” shall mean any trade or business, whether or not incorporated, that together with the Company Disclosure Letter, there is no Employee Benefit Plan that is would be deemed a “welfare benefit plansingle employer” within the meaning of Section 3(14001(b)(1) of ERISA that provides retiree ERISA; (5) Neither the Company nor any Subsidiary is obligated under any Employee Benefit Plan or post-employment otherwise to provide medical or death benefits with respect to any Property Employees employee or to the employees of any former employee of the Company’ ERISA AffiliatesCompany or its predecessors after termination of employment, other than pursuant to except as required under Section 4980B of the Code or any similar state Law.Part 6 of Title I of ERISA or other applicable law; and (f6) As of Neither the Closing, no amount that Company nor any Subsidiary will be received obligated to pay separation, severance, termination or similar benefits as a result of any transaction contemplated by this Agreement, nor will any such transaction accelerate the time of payment or in connection with vesting, or increase the consummation amount, of the any benefit or other compensation due to any individual. The transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by any employee, officer, director or other service provider of the Company or any of its Subsidiaries who is a “disqualified individual” (being classified as such term is defined in Treasury Regulation Section 1.280G-1) could reasonably be expected to be an “excess parachute payment” (as defined in payment under Section 280G(b)(1) 280G of the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company with respect to any matters relating to any Employee Benefit Plan

Employee Benefits. (a) Section 6.12(a) of Except for the Company Disclosure Letter sets forth as of plans described in the SEC Documents filed with the SEC prior to the date of this Agreement Agreement, or on Schedule 4.21 (the "Benefit Plans"), there are no employee benefit plans or arrangements of any type (including, without limitation, plans described in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended and the regulations thereunder ("ERISA")), under which the Company or any of its Subsidiaries has or in the future could have directly, or indirectly through a list Commonly Controlled Entity (within the meaning of each Sections 414(b), (c), (m) and (o) of the Code), any material Employee Benefit Planliability with respect to any current or former employee of the Company or any of its Subsidiaries or any Commonly Controlled Entity. Each Employee No such Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with is a "multiemployer plan" (within the applicable requirements meaning of ERISA Section 4001(a)(3)) or subject to Title IV of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit Plan, the Company has delivered or made available to Buyer true the Purchasers complete and complete accurate copies of (i) all plan documents, including all amendments theretotexts and agreements (as amended or modified to date), (ii) all summary plan descriptionsdescriptions and similar material employee communications, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Serviceincluding, if applicable, Schedule B thereto), (iv) the most recent annual and periodic accounting of plan assets, (v) the most recent determination or opinion letter, if any, issued by letter received from the Internal Revenue Service, Service and (vvi) any related trust or funding agreementthe most recent actuarial valuation. (c) Each Employee With respect to each Benefit Plan: (i) such Benefit Plan that is intended has been maintained and administered at all times in material compliance with its terms and applicable law and regulation; (ii) to qualify under Section 401(a) the Knowledge of the Code has received a favorable determination letter from the Internal Revenue Service as to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ KnowledgeCompany, no fact or event has occurred that could reasonably be expected to cause the loss of such qualification. (d) Except as set forth in Section 6.12(d) of the Company Disclosure Letter, none of and there exists no circumstance under which the Company or any of its Subsidiaries contributes tocould directly, or hasindirectly through a Commonly Controlled Entity, within incur any material liability under ERISA, the past six yearsCode or otherwise (other than routine claims for benefits); (iii) there are no actions, contributed to suits or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plan. claims (eother than routine claims for benefits) Except as set forth in Section 6.12(e) of the Company Disclosure Letterpending or, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any Knowledge of the Company’ ERISA Affiliates, other than pursuant threatened, with respect to Section 4980B any Benefit Plan or against the assets of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection Benefit Plan with the consummation of the transactions contemplated by this Agreement by any employee, officer, director or other service provider of respect to which suits the Company or any of its Subsidiaries who is could incur any material liability; (iv) all contributions and premiums due and owing to any Benefit Plan have been made or paid on a “disqualified individual” (timely basis and no "accumulated funding deficiency", as such term is defined in Treasury Regulation Code Section 1.280G-1412, has been incurred, whether or not waived; and (v) could reasonably be expected if such Benefit Plan is intended to be an “excess parachute payment” qualified under Section 401(a) of the Code, such Benefit Plan has been determined to be so qualified and each trust created under such Benefit Plan has been determined to be exempt from tax under Section 501(a) of the Code and no event has occurred since the date of such determinations, including effective changes in laws or regulations or modifications to the Benefit Plans, that would adversely affect such qualification or tax exempt status. (d) The Company has no Postretirement Benefit Obligation (as defined in Statement of Financial Accounting Standards No. 106) in respect of post-retirement health and medical benefits for current and former employees of the Company and its Subsidiaries. No condition exists that would prevent the Company or any of its Subsidiaries from amending or terminating any plan providing health or medical benefits in respect of current or former employees of the Company or its Subsidiaries. (e) There is no contract, plan or arrangement (written or otherwise) covering any employee or former employee of the Company or its Subsidiaries that, individually or collectively, could give rise to the payment by the Company or its Subsidiaries of any amount that would not be deductible pursuant to the terms of Section 280G(b)(1) 280G of the Code). (gf) This Section 6.12 constitutes the sole and exclusive representations and warranties No employee or former employee of the Company with respect or its Subsidiaries will become entitled to any matters relating to any Employee Benefit Planbonus, retirement, severance, job security or similar benefit or enhanced such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated hereby.

Employee Benefits. All employment agreements, consulting agreements with individuals, deferred compensation, incentive compensation, stock option or other equity-based stock awards, pension or retirement agreements, whether or not subject to the Employee Retirement Income Security Act of 1974, as amended (a“ERISA”), or arrangements, bonus, incentive or profit-sharing plans or arrangements, or labor or collective bargaining agreements, (“Benefit Plans”) Section 6.12(a) of covering employees (the Company Disclosure Letter sets forth as of “Plans”), to the date of this Agreement a list of each material Employee Benefit Plan. Each Employee Benefit Plan has been establishedextent subject to ERISA, maintained and administered are in accordance compliance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and all other applicable Laws, laws. Each Plan which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (a “Pension Plan”) and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit Plan, the Company has made available to Buyer true and complete copies of (i) all plan documents, including all amendments thereto, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, and (v) any related trust or funding agreement. (c) Each Employee Benefit Plan that which is intended to qualify be qualified under Section 401(a) of the Code Code, has received a favorable determination letter from the Internal Revenue Service as and the Company is not aware of any circumstances likely to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining result in which to file an application for revocation of any such favorable determination from the Internal Revenue Service, andletter. There is no pending or, to Sellers’ Knowledgethe best of the Company’s knowledge, no fact or event threatened litigation relating to the Plans. Neither the Company nor any of its Affiliates has occurred that could reasonably be expected engaged in a transaction with respect to cause any Plan that, assuming the loss taxable period of such qualification. (d) Except transaction expired as set forth in of the date hereof, could subject the Company or any Affiliate to a tax or penalty imposed by either Section 6.12(d4975 of the Code or Section 502(i) of the Company Disclosure Letter, none ERISA in an amount which would be material. No Pension Plan of the Company or any of its Subsidiaries contributes toERISA Affiliate (as defined below) is, or has, within the past six years, contributed to or had nor has any obligation to contribute to any Employee Benefit Pension Plan that is a Title IV Plan or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letteror any ERISA Affiliate ever been, there subject to Title IV of ERISA or Section 412 of the Code. Neither the Company, any of its Affiliates nor an entity which is no Employee Benefit Plan that is considered one employer with the Company under Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”) has contributed to a “welfare benefit multi-employer plan,” within the meaning of Section 3(13(37) of ERISA that provides retiree or post-employment benefits ERISA. All contributions required to any Property Employees or to be made under the employees terms of any of Benefit Plan have been timely made or have been reflected on the Company’ Financial Statements. No ERISA Affiliates, other than pursuant to Section 4980B of the Code Affiliate maintains or has ever maintained any similar state Law. (f) As of the Closing, no amount “employee benefit plan” as that will be received as a result of or in connection with the consummation of the transactions contemplated by this Agreement by any employee, officer, 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) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(13(3) of ERISA or any other employee benefit policy, arrangement or the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties like which could result in any liability of the Company with respect to any matters relating to any Employee Benefit PlanCompany.

Employee Benefits. (a) Section 6.12(a3.10(a) of the Company Disclosure Letter sets forth contains a complete and accurate list, as of the date of this Agreement a list Agreement, of each material Employee Benefit Company Plan. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit material Company Plan, the Company has made available to Buyer Parent true and complete copies (to the extent applicable) of (i) all the plan documentsdocument or, in the case of any unwritten Company Plan, a written description thereof (or, if appropriate, a form thereof), including all any amendments thereto, other than any document that the Company or any of its Subsidiaries are prohibited from making available to Parent as the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed with the IRS with all summary plan descriptionscorresponding schedules and financial statements attached thereto or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicablesummary plan description and any summaries of material modifications thereto, (iv) each trust agreement, insurance or group annuity contract or other funding vehicle, including any amendments thereto, (v) the most recent determination IRS determination, advisory or opinion letter, if any, letter issued by with respect to any Company Plan intended to be qualified under Section 401(a) of the Internal Revenue Service, Code; and (vvi) any related trust material notices, letters or funding agreementother correspondence with the IRS, DOL, the Pension Benefit Guaranty Corporation or any other Governmental Authority. (cb) Each Employee Benefit Company Plan has been established, administered and funded in compliance with its terms and applicable Laws, including ERISA, as applicable, other than instances of noncompliance that is have not and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as has not and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each Company Plan intended to qualify under be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as IRS or is entitled to its qualified status rely upon a favorable opinion issued by the IRS and (ii) to the Knowledge of the Company, there are no existing circumstances or may rely on a prototype opinion letter from the Internal Revenue Serviceany events, whether by action or has timely filed or has time remaining in which failure to file an application for such determination from the Internal Revenue Serviceact, and, to Sellers’ Knowledge, no fact or event has occurred that could reasonably be expected to cause the loss of any such qualificationqualification status of any such Company Plan. There are no pending or, to the Knowledge of the Company, threatened claims (other than routine claims for benefits) by, on behalf of, or against or with respect to any Company Plan, any trust related thereto or any fiduciary thereof and no audit or other proceeding by a Governmental Authority is pending or, to the Knowledge of the Company, threatened with respect to any Company Plan and no facts or circumstances exist that could reasonably be expected to give rise to any such audit or other proceeding, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) each of the Company, any of its Subsidiaries and any Commonly Controlled Entity has timely performed all obligations required to be performed by it under each Company Plan, (ii) no event has occurred and no condition exists that would subject the Company or any of its Subsidiaries, either directly or by reason of their affiliation with any Commonly Controlled Entity, to any Tax, fine, Lien, penalty or other liability imposed by ERISA, the Code or any other applicable Laws with respect to any Company Plan, and (iii) all contributions required to be made by the Company, any of its Subsidiaries or any Commonly Controlled Entity to any Company Plan have been made on or before their applicable due dates. (c) None of the Company, any of its Subsidiaries nor any Commonly Controlled Entity currently maintains, sponsors or participates in, contributes to (or has an obligation to contribute to) or otherwise has any liability (including any contingent liability) with respect to any (i) “defined benefit plan” within the meaning of Section 3(35) of ERISA or a pension plan that is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code or (ii) “multiemployer plan” (as defined in Sections 3(37) or 4001(a)(3) of ERISA), (iii) “multiple employer plan” described in Section 413 of the Code or (iv) multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) Except as would not, individually and in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no Company Plan provides, and none of the Company nor any of its Subsidiaries provides or has an obligation to provide, benefits or coverage in the nature of health, life or disability insurance or other employee welfare benefits, in each case, following termination of employment or retirement, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980B(f) of the Code, or any other applicable Law or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) As of the Capitalization Date, the Company Stock Options have a weighted average exercise price of $40.77. The exercise price of each Company Stock Option is equal to or greater than the fair market value of the Company Common Stock subject to such Company Stock Option (determined as of the date such Company Stock Option was granted). None of the Company Stock Options have been granted in contemplation of this Agreement or the Merger Transactions. Each Company Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code, if any, so qualifies. Each Company Stock Option, Company Restricted Share and Company RSU may, by its terms, be treated at the Effective Time as set forth in Section 6.12(d) 2.03. There are no current or former employees or independent contractors with an offer letter, employment Contract or other arrangement or Contract that requires a grant of options to purchase Company Common Stock or other equity or equity-based awards with respect to Company Common Stock, or who has otherwise been promised options to purchase Company Common Stock or other securities of the Company Disclosure Letteror other equity or equity-based awards with respect to Company Common Stock or other securities of the Company, none which options or other awards have not been granted as of the Capitalization Date. The Company has made available to Parent in the Data Room accurate and complete copies of all equity plans pursuant to which the Company has granted Company Stock Options, Company Restricted Shares or Company RSUs, the forms of all award agreements (including all applicable appendices) evidencing such grants, all award agreements evidencing such grants that differ from the forms (including all applicable appendices) and any other agreements setting forth the terms of such grants. (f) None of the execution or delivery of this Agreement, shareholder approval of this Agreement, or the consummation of the Merger Transactions would reasonably be expected to, either alone or in combination with another event, (i) accelerate the time of payment, funding or vesting, or increase the amount or value of any benefit or compensation due to any current or former director, officer, employee or individual independent contractor of the Company or any of its Subsidiaries, (ii) entitle any current or former director, officer, employee or individual independent contractor of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan payment or Multiemployer Plan. benefit, (eiii) Except as set forth in Section 6.12(e) of cause the Company Disclosure Letterto transfer or set aside any assets to fund any benefits under any Company Plan, there is no Employee Benefit Plan that is a “welfare benefit plan” within (iv) limit or restrict the meaning of Section 3(1) of ERISA that provides retiree right to amend, terminate or post-employment benefits to any Property Employees or to transfer the employees assets of any Company Plan on or following the Effective Time or (v) result in payment or provision of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of could individually or in connection combination with the consummation of the transactions contemplated by this Agreement by any employee, officer, 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) could reasonably be expected to be payment constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)) to any current or former employee or independent contractor of the Company that 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. None of the Company nor any of its Subsidiaries has any obligation to compensate any Person for excise taxes payable pursuant to Section 4999 of the Code or for taxes payable pursuant to Section 409A of the Code. (g) This Section 6.12 constitutes the sole With respect to each Company Plan maintained primarily for employees and exclusive representations and warranties former employees of the Company or its Subsidiaries located outside the United States (each, an “International Plan”), except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) if intended to qualify for special Tax treatment, each International Plan is so qualified, (ii) if required to be registered with a Governmental Authority, is so registered, and (iii) the fair market value of the assets of each International Plan, the liability of each insurer for any International Plan funded through insurance, or the book reserve established for any such plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the date of this Agreement, with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such plan. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has been a party to, a sponsoring employer of, or otherwise is under any liability with respect to any matters relating defined benefit pension scheme, any final salary scheme or any death, disability or retirement benefit calculated by reference to age, salary or length of service or any Employee Benefit Planother item. (h) Section 3.10(h) of the Company Disclosure Letter sets forth the following information with respect to each Company Stock Option, Company Restricted Share and Company RSU outstanding as of the close of business on the date of this Agreement: (i) the equity plan pursuant to which such award was granted; (ii) the employee identification number of the holder of such award; (iii) the type of award; (iv) the number of shares of Company Common Stock subject to such award; (v) the exercise price of such award, if applicable; (vi) the date on which such award was granted; (vii) the extent to which such award is vested and, if applicable, exercisable as of the date of this Agreement and the times and extent to which such award is scheduled to become vested and, if applicable, exercisable after the date of this Agreement and (viii) the date on which such award expires, if applicable.

Employee Benefits. (a) Section 6.12(aSchedule 5.10(a) of the Company Disclosure Letter sets forth as of the date of this Agreement contains a true and complete list of each material Employee Benefit Planall Plans. Each Employee Benefit Plan Seller has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim delivered or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit Plan, the Company has made available to Buyer true Purchaser true, correct and complete copies of (i) all plan documentseach of the Plans and related trusts, if applicable, including all amendments thereto. Seller has also delivered or made available to Purchaser, with respect to each Plan and to the extent applicable: (i) the most recently filed Form 5500, (ii) the insurance contract or other funding agreement, and all summary plan descriptionsamendments thereto, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicablesummary plan description, (iv) the most recent determination letter or opinion letter, if any, letter issued by the Internal Revenue Service, IRS and (v) any related trust the most recent audited accounts and actuarial report or funding agreementvaluation required to be prepared under applicable legal requirements. (cb) Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code is so qualified and has received a favorable determination or approval letter from the Internal Revenue Service as IRS with respect to its qualified status such qualification, or may rely on an opinion letter issued by the IRS with respect to a prototype opinion letter from plan adopted in accordance with the Internal Revenue Servicerequirements for such reliance, or has timely filed or has time remaining in for application to the IRS for a determination of the qualified status of such Plan for any period for which to file such Plan would not otherwise be covered by an application for such IRS determination from the Internal Revenue Service, and, to Sellers’ Knowledgethe Knowledge of Seller, no fact event or event omission has occurred that could reasonably be expected would cause any Plan to cause the loss of lose such qualification. (c) All payments and/or contributions required to have been made with respect to all Plans, for all periods prior to the Closing Date, either have been made or have been accrued in accordance with the terms of the applicable Plan and applicable Law. (d) Except as set forth Each Plan in which any Transferred Employees participate that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 6.12(d409A of the Code has been operated and maintained in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. No payment to be made under any Plan in which any Transferred Employees participate is, or to the Knowledge of Seller, will be, subject to the penalties of Section 409A(a)(1) of the Company Disclosure Letter, none of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer PlanCode. (e) Except as set forth in Section 6.12(e) Neither the execution and delivery of this Agreement, the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning shareholder approval of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with this Agreement nor the consummation of the transactions contemplated by this Agreement by hereby could (either alone or in conjunction with any 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 employee, officer, director or other service provider of the Company Seller or any of its Subsidiaries who is a ERISA Affiliates; (ii) result in any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1280G(b)(2) of the Code (whether or not such payment is considered to be reasonable compensation for services rendered); or (iii) result in a requirement to pay any tax “gross-up” or similar “make-whole” payments to any employee, director or consultant of Seller or an ERISA Affiliate. (f) Neither Seller nor any ERISA Affiliate maintains, contributes to, or has any Liability with respect to, or has maintained, contributed to, or had any Liability with respect to (i) any “multiemployer plan” as defined in Section 3(37) of ERISA, or (ii) any “employee benefit plan” as defined in Section 3(3) of ERISA which is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. Neither Seller nor any ERISA Affiliate has an obligation to provide health or life insurance benefits to any Employee or Former Employee beyond termination of employment, except as required by Section 4980B of the Code. No Plan is funded through a trust that is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the Code). (g) This There are no pending or, to the Knowledge of Seller, threatened claims by or on behalf of any the Plans, by any person covered thereby (other than ordinary claims for benefits submitted by participants or beneficiaries) or any Governmental Body, and neither Seller nor any ERISA Affiliate has any obligation under any Plan, or with respect to which Purchaser would have any Liability, or that could result in a Lien attaching to the Purchased Assets, including any obligations of Seller or any ERISA Affiliate relating to: (i) any transactions in violation of Sections 406(a) or (b) of ERISA or Section 6.12 constitutes the sole and exclusive representations and warranties 4975 of the Company Code with respect to any matters Plan for which no exemption exists under Section 408 of ERISA or Sections 4975(c) or (d) of the Code, or that would result in a civil penalty being imposed under subsections (i) or (l) of Section 502 of ERISA; or (ii) any coverage under or failure to comply with COBRA. This Section 5.10 is the only Section in this Agreement in which representations relating to any Employee Benefit PlanPlans are made.

Employee Benefits. (a) Section 6.12(a3.10(a) of the Company Disclosure Letter sets forth Schedule contains a true and complete list, as of the date of this Agreement a list Agreement, of each material Employee Benefit Company Plan. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit material Company Plan, the Company has made available to Buyer Parent true and complete copies (to the extent applicable) of (i) all the plan documentsdocument, including all any amendments thereto, other than any document that the Company or any of its Subsidiaries is prohibited from making available to Parent as the result of applicable Law relating to the safeguarding of data privacy, (ii) all the most recent summary plan descriptionsdescription for each material Company Plan for which such summary plan description is required by applicable Law, (iii) each insurance or group annuity contract or other funding vehicle and (iv) the most recent annual report (on Form 5500 series) required to be filed with the Internal Revenue Service, if applicable, IRS with respect thereto (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, and (v) any related trust or funding agreement). (cb) Each Employee Benefit Company Plan has been operated and administered in compliance with its terms and applicable Laws, other than instances of noncompliance that would not reasonably be expected to result in a material liability to the Company or any of its Subsidiaries. Each Company Pension Plan that, as of the date of this Agreement, is intended to qualify under be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as IRS or is entitled to its qualified status rely upon a favorable opinion issued by the IRS, and to the Knowledge of the Company, there are no existing circumstances or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has any events that have occurred that could reasonably be expected to cause the loss of any such qualificationqualification status of any such Company Pension Plan, except where such loss of qualification status would not reasonably be expected to result in a material liability to the Company or any of its Subsidiaries. (c) The Company does not maintain or contribute to a plan subject to Title IV of ERISA or Section 412 of the Code, including any “single employer” defined benefit plan, any “multiemployer plan” (each, as defined in Section 4001 of ERISA), or any “multiple employer plan” (as defined in Section 413(c) of the Code). In addition, during the last six years, no liability under Title IV or Section 302 of ERISA has been incurred by the Company or any trade or business, whether or not incorporated, that together with the Company would be deemed a single employer within the meaning of Section 4001(b) of ERISA (an “ERISA Affiliate”) 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. (d) Except as set forth required under applicable Law, no Company Plan provides health, medical, dental or life insurance benefits following retirement or other termination of employment (i) to any director or executive officer and (ii) other than as would not reasonably be expected to result in Section 6.12(da material liability to the Company or any of its Subsidiaries, to any Company Employee other than an executive officer. (e) To the Knowledge of the Company, there are no material pending claims against the Company Disclosure Letteror any of its Subsidiaries with respect to any Company Plan, none by or on behalf of any employee, former employee or beneficiary covered under any such Company Plan (other than routine claims for benefits). (f) Except as otherwise provided under this Agreement, the consummation of the Transactions will not, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or increase the amount of compensation due to any current or former director, officer or employee of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees whether by virtue of any termination, severance, change of the Company’ ERISA Affiliatescontrol or similar benefit or otherwise), other than pursuant to Section 4980B of the Code (ii) entitle any current or any similar state Law. (f) As of the Closingformer director, no amount that will be received as a result of officer or in connection with the consummation of the transactions contemplated by this Agreement by any employee, officer, director or other service provider employee of the Company or any of its Subsidiaries who is a “disqualified individual” to severance pay, unemployment compensation or any other payment, (as such term is defined in Treasury Regulation Section 1.280G-1iii) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of cause the Company with respect to transfer or set aside any matters relating assets to fund any Employee Benefit Planbenefits under any Company Plan or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Company Plan on or following the Effective Time.

Employee Benefits. (a) Section 6.12(a4.11(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement a list Agreement, of each material Employee Benefit Plan. Each Employee Company Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there that is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit not a Foreign Plan. (b) With respect to each Employee material Company Benefit Plan that is not a Foreign Plan, the Company has made available to Buyer Parent true and complete copies of (i) all plan documentssuch material Company Benefit Plan, including all amendments theretoany amendment thereto (or, in either case, with respect to any unwritten material Company Benefit Plan, a written description thereof), other than any Company Benefit Plan that the Company or any Company Subsidiary is prohibited from making available to Parent as a result of applicable Law relating to the safeguarding of data privacy, (ii) all summary plan descriptionseach current trust, material insurance, annuity or other funding Contract related thereto, (iii) the most recent annual report (on Form 5500 series) required to be filed with the Internal Revenue Service, Department of Labor with respect thereto (if applicableany), (iv) the most recent favorable Internal Revenue Service determination or opinion letter, if any, issued by the Internal Revenue Service, and (v) any related trust or funding agreementmaterial non-routine correspondence with a Governmental Entity. Notwithstanding the preceding, as soon as reasonably practicable after the date hereof, but in any event no more than forty-five (45) days after the date hereof, the Company shall provide an updated Section 4.11(a) of the Company Disclosure Letter that includes all material Foreign Plans and shall provide copies of all material Foreign Plans as contemplated by this Section 4.11(b). (c) Each Employee Company Benefit Plan has been maintained, funded and administered in accordance with its terms and was established, has been administered and maintained, and is in compliance with ERISA, the Code and all other applicable Laws, and, to the Knowledge of the Company, nothing has occurred and no condition exists with respect to any Company Benefit Plan that could result in a Tax, penalty or other liability of the Company or any Company Subsidiary, other than, in each case, failures that would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. 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 timely and properly registered and has been maintained in good standing with applicable regulatory authorities, (x) each Foreign Plan intended to qualify 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 or similar plan or arrangement, and (z) no Foreign Plan has any unfunded or underfunded liabilities, nor are such unfunded or underfunded liabilities reasonably expected to arise in connection with the transactions contemplated by this Agreement. (d) All obligations of the Company and each Company Subsidiary under or in respect of the Statutory Plans have been satisfied, and there are no outstanding defaults or violations thereunder by the Company or any Company Subsidiary, other than any such defaults or violations that would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. There is no claim or Proceeding (other than routine claims for benefits) pending or, to the Knowledge of the Company, threatened with respect to any Company Benefit Plan, and there is no fact or circumstance that could reasonably be expected to give rise to any such claim or Proceeding. (e) Each Company Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service or opinion letter as to its qualified status or may rely on a prototype opinion letter such qualification from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, and no fact or event has occurred occurred, either by reason of any action or failure to act, that could would reasonably be expected to cause the loss of adversely affect any such qualification. (df) Except as set forth in Section 6.12(d) None of the Company, any Company Disclosure LetterSubsidiary, none of the Company or any of its Subsidiaries their respective ERISA Affiliates sponsors, maintains, contributes to, is required to maintain or hascontribute to, within the past six yearsor has any actual or contingent liability under, contributed to (i) any “defined benefit plan” (as defined in Section 3(35) of ERISA) or had any obligation to contribute to any Employee Benefit Plan other plan that is a or was subject to Section 302 or Title IV Plan of ERISA or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) 412 of the Company Disclosure Letter, there is no Employee Benefit Plan that is a Code or (ii) any “welfare benefit multiemployer plan” within the meaning of Section 3(13(37) of ERISA; nor, in each case, have they sponsored, maintained or contributed to any such plan within the preceding six (6) years. Neither the Company nor any Company Subsidiary has any current or contingent liability or obligation on account of an ERISA that provides retiree or Affiliate. (g) Neither the Company nor any Company Subsidiary has any material unaccrued liability in respect of post-employment retirement health, medical or life insurance benefits to any Property Employees for retired, former or to the current employees of any of the Company’ ERISA AffiliatesCompany or the Company Subsidiaries or other Persons, other than pursuant to for continuation coverage required under Section 4980B of the Code or any similar state LawLaws for which the covered Person pays the full cost of coverage. (fh) As None of the Closingexecution and delivery of this Agreement, no amount that will be received as a result the obtaining of the Company Stockholder Approval, or in connection with the consummation of the transactions contemplated by this Agreement by Transactions (alone or in conjunction with any employeeother event, including any termination of employment on or following the Effective Time) could (i) result in any payment becoming due to any current or former director, officer, director employee, contractor, consultant or other service provider of the Company or any Company Subsidiary, (ii) increase any benefit or compensation or other obligation payable or required to be provided under any Company Benefit Plan, or otherwise, to any current or former director, officer, employee, contractor, consultant or service provider of its Subsidiaries who is a “disqualified individual” the Company or any Company Subsidiary, (as such term is defined iii) result in Treasury Regulation Section 1.280G-1the acceleration of the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits or trigger any other obligation under any Company Benefit Plan, or (iv) could result in any payments or benefits which would not reasonably be expected to be an “excess parachute payment” (as defined in deductible under Section 280G(b)(1) 280G of the Code or which would cause any Tax or penalty under Section 4999 of the Code). (gi) This Neither the Company nor any Company Subsidiary has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 6.12 constitutes the sole and exclusive representations and warranties 409A or 4999 of the Company with respect to any matters relating to any Employee Benefit PlanCode.

Employee Benefits. (a) Section 6.12(aSchedule 3.16(a) of the Company Disclosure Letter sets forth as of the date of this Agreement contains a complete and accurate list of each material all Employee Benefit Plan. Each Plans under which each Target Company has any obligation or Liability whether contingent or otherwise (grouping the Employee Benefit Plans by Target Company). (b) In the case of each Employee Benefit Plan listed in Schedule 3.16(a): (1) the plan has been established, maintained and administered operated in accordance with its terms and complies in form and operation material compliance with the applicable requirements of ERISA, the Internal Revenue Code and any other applicable LawsLaw; (2) all required contributions to or premiums or other payments in respect of the plan have been timely paid; (3) to the Company's Knowledge, there have been no "prohibited transactions" (as defined in ss. 406 of ERISA and ss.4975 of the Internal Revenue Code) in respect of the plan which could reasonably result in Liability to a Target Company; and (4) no Suit in respect of the administration or operation of the plan or the investment of plan assets is pending or, to Company's Knowledge, Threatened, and other than routine claims for benefitsto Company's Knowledge, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit Plan, the Company has made available to Buyer true and complete copies of (i) all plan documents, including all amendments thereto, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, and (v) basis for any related trust or funding agreementsuch Suit. (c) Each Except to the extent required by ss. 4980B of the Internal Revenue Code or any similar state law, no Target Company provides health or other welfare benefits to any retired or former employee or is obligated to provide health or other welfare benefits to any active employee following his or her retirement or other termination of service. (d) No Target Company maintains or has ever maintained an Employee Benefit Plan that is or was subject to the "minimum funding standards" of ss. 302 of ERISA or Title IV of ERISA. (e) No Target Company contributes to or at any time has been required to contribute to any "multiemployer plan" (as defined in ss. 3(37) of ERISA). (f) Each Employee Benefit Plan listed in Schedule 3.16(a) and any related trust intended to qualify under Section ss. 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service as to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has occurred that could reasonably be expected to cause the loss of such qualification. (d) Except as set forth in Section 6.12(d) of the Company Disclosure Letter, none of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated by this Agreement by any employee, officer, 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) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)it so qualifies. (g) This Section 6.12 constitutes Except as contemplated by this Agreement, neither the sole and exclusive representations and warranties execution of this Agreement nor the consummation of the Merger will result in an increase in benefits under any Employee Benefit Plan listed in Schedule 3.16(a) or any Contract with any current, former or retired employee of the Company with respect to or an acceleration of the time of payment or vesting of any matters relating to any Employee Benefit Planbenefits.

Employee Benefits. (a) Section 6.12(aSchedule 5.15(a) of the Company Disclosure Letter sets forth as of the date of this Agreement contains a true and complete list of each material Employee Benefit Plan. Each Employee Benefit Company Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there indicates whether such Company Plan is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit a Transferred Company Plan. (b) With respect to each Employee Benefit PlanCompany Plan that is not a multiemployer plan, the Company Seller has made available provided to the Buyer true a current, accurate and complete copies of copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable, (i) all plan documents, including all amendments thereto, any related trust agreement or other funding instrument; (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, (iv) the most recent determination or opinion letter, if anyapplicable; and (iii) any summary plan description. With respect to each Transferred Company Plan that is not a multiemployer plan, issued by the Internal Revenue ServiceSeller has provided to the Buyer a current, accurate and complete copy of (A) material written descriptions of plan provisions provided to Company Employees and (B) for each year commencing on or after January 1, 1999, (1) the Form 5500 and attached schedules, (2) the audited financial statements and (3) the actuarial valuation reports. With respect to any material employee benefit plan that is not legally binding, and (v) any related trust therefore does not constitute a Company Plan, the Seller has provided copies of such plans, or funding agreementif no written plans exist, written descriptions thereof. (c) Each Employee Benefit Except as set forth on Schedule 5.15(c), (i) each Transferred Company Plan that is not a multiemployer plan has been established and administered in all material respects (A) in accordance with its terms and (B) in compliance with the applicable provisions of ERISA, the Code and other applicable laws, rules and regulations; (ii) each Transferred Company Plan that is not a multiemployer plan which is intended to qualify under Section be qualified within the meaning of section 401(a) of the Code is so qualified and has received a favorable determination letter from the Internal Revenue Service as to its qualified status or may rely on a prototype opinion letter from that the Internal Revenue Serviceform of the plan has satisfied the requirements of section 401(a) of the Code, and nothing has occurred, whether by action or has timely filed or has time remaining in which failure to file an application for such determination from the Internal Revenue Serviceact, and, to Sellers’ Knowledge, no fact or event has occurred that could would reasonably be expected to cause the loss of such qualification. ; (diii) Except as set forth in Section 6.12(d) of the Company Disclosure Letter, none of no event has occurred and no condition exists that would subject the Company or any Company Subsidiary, either directly or by reason of its Subsidiaries contributes to, or has, within the past six years, contributed to or had their affiliation with any obligation to contribute to member of their "Controlled Group" (defined as any Employee Benefit Plan that organization which is a Title IV Plan or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) member of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” controlled group of organizations within the meaning of Section 3(1section 414(b), (c), (m) or (o) of ERISA that provides retiree or post-employment benefits the Code), to any Property Employees material tax, fine, lien, penalty or to the employees of any of the Company’ ERISA Affiliatesother liability imposed by ERISA, other than pursuant to Section 4980B of the Code or any similar state Law. other applicable laws, rules and regulations; (fiv) As none of the Closing, no amount that will be received as (A) a result of or in connection with the consummation of the transactions contemplated by this Agreement by any employee, officer, director or other service provider of the Company or any of its Subsidiaries who is a “disqualified individual” "reportable event" (as such term is defined in Treasury Regulation Section 1.280G-1section 4043 of ERISA) could that would reasonably be expected to be an “excess parachute payment” result in material liability to the Company or any Company Subsidiary, (B) a non-exempt "prohibited transaction" (as such term is defined in Section 280G(b)(1section 406 of ERISA and section 4975 of the Code) that would reasonably be expected to result in a material liability to the Company or any Company Subsidiary and (C) an "accumulated funding deficiency" (as such term is defined in section 302 of ERISA and section 412 of the Code (whether or not waived)) has occurred with respect to any Company Plan that is not a multiemployer plan; and (v) no Transferred Company Plan that is not a multiemployer plan provides retiree welfare benefits and neither the Company nor any Company Subsidiary has any obligations to provide any retiree welfare benefits other than as required pursuant to section 4980B of the Code or other applicable law. (d) With respect to each Company Plan that is not a multiemployer plan within the meaning of section 4001(a)(3) of ERISA but is subject to Title IV of ERISA, as of the Closing Date the assets of each such Company Plan are at least equal in value to the present value of the accrued benefits (vested and unvested) of the Codeparticipants in such Company Plan on a termination and projected benefit obligation basis, based on the actuarial methods and assumptions indicated in the most recent applicable actuarial valuation reports. (e) With respect to any multiemployer plan (within the meaning of section 4001(a)(3) of ERISA) to which the Company, any Company Subsidiary or any member of their Controlled Group has any liability or contributes (or within the preceding six years has had liability or contributed), (i) no such company has withdrawn, partially withdrawn in a manner that would result in withdrawal liability or partial withdrawal liability, or received any notice or any claim or demand for withdrawal liability or partial withdrawal liability; (ii) no such company has received any notice that any plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, or that any such plan is or may become insolvent that may result in liability to the Company or any Company Subsidiary; (iii) no such company has failed to make any required contributions; (iv) neither the Seller nor any Company Subsidiary has received any notice that such multiemployer plan is a party to any pending merger or asset or liability transfer; and (v) neither the Seller nor any Company Subsidiary has received any notice that there are proceedings of the PBGC against or affecting any such multiemployer plan. (f) Except as set forth on Schedule 5.15(f), (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of the Company, threatened with respect to any Transferred Company Plan, (ii) no notice has been received from the PBGC in respect of any Company Plan that is not a multiemployer plan subject to Title IV of ERISA concerning the funded status of any such Company Plan, and (iii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the PBGC, the Internal Revenue Service or other governmental agencies are pending, in progress or, to the Knowledge of the Company, threatened with respect to any Transferred Company Plan. (g) This Section 6.12 constitutes the sole and exclusive representations and warranties Except as set forth in Schedule 5.15(g), no Transferred Company Plan exists that, as a result of the execution of this Agreement or the transactions contemplated by this Agreement (whether alone or in connection with a subsequent event), could result in the payment to any Company Employee of any money or other property or could result in the acceleration or provision of any other material rights or benefits to any Company Employee, whether or not such payment, right or benefit would constitute a parachute payment within the meaning of section 280G of the Code. (h) There are no funding mechanisms with respect to any matters relating Transferred Company Plan that are required to any Employee Benefit Planbe established in the future as a result of the transactions contemplated by this Agreement. (i) Schedule 5.15(i) contains a true and complete list of trustees to each Transferred Company Plan that is not a multiemployer plan.

Employee Benefits. (ai) Section 6.12(a) of the Company Disclosure Letter sets forth as of the date of this Agreement a list of each material Employee Benefit Plan. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit Plan, the The Company has made available to Buyer true the Purchaser accurate and complete copies of all Company Plan documents. Neither the Company nor any Subsidiary nor any ERISA Affiliate has ever maintained or contributed to any “defined benefit plan” as defined in Section 3(35) of ERISA, nor do any of them have a current or contingent obligation to contribute to, or Liability with respect to, any “multiemployer plan” (ias defined in Section 3(37) all of ERISA), or any multiple employer plan documentswithin the meaning of ERISA Section 210 or Code Section 413(c), including all amendments thereto, or any “multiple employer welfare arrangement” (as defined in ERISA Section 3(40)). No Company Plan is subject to Section 412 of the Code. (ii) The Company Plans have been operated, administered and maintained in all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed material respects in accordance with the Internal Revenue Service, if applicable, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, their terms and (v) any related trust or funding agreement. (c) applicable Law. Each Employee Benefit Company Plan that is intended to qualify be qualified under Section 401(a) of the Code and any related trust thereunder intended to be exempt from federal income taxation under Section 501(a) of the Code has received either (A) applied for a favorable determination letter from letter, prior to the Internal Revenue Service expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response, (B) obtained at least one favorable determination, notification, advisory and/or opinion letter, as applicable, on which the Company is entitled to rely, as to its qualified status from the IRS, or may rely on (C) still has a prototype opinion remaining period of time to apply for such a determination letter from the Internal Revenue ServiceIRS and to make any amendments necessary to obtain a favorable determination, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event and nothing has occurred with respect to the operation of such Company Plan that could would reasonably be expected to cause the loss revocation of such qualificationmost recent determination (if any), or the imposition of any Liability, penalty or tax under ERISA or the Code, except where any failure to comply has not had, nor reasonably would be expected to have, a Material Adverse Effect. (diii) None of the Company Plans provides for post-employment life or health insurance, benefits or coverage for any participant or any dependent of a participant, except as may be required under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, and the regulations thereunder, or as may be required under the American Recovery and Reinvestment Act of 2009, Title III, Section 3001, and except at the expense of the participant or the participant’s dependent(s). (iv) Except as set forth in Section 6.12(don Schedule 4(t)(iv) or as otherwise contemplated by this Agreement or the Transactions contemplated hereby, neither the execution and delivery of the Company Disclosure Letter, none of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with this Agreement nor the consummation of the transactions contemplated by this Agreement by Transactions will (A) result in any payment becoming due to any Company employee, officer(B) increase any benefits otherwise payable under any Company Plan, director or other service provider (C) result in the acceleration of the time of payment or vesting of any such benefits under any Company or any of its Subsidiaries who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)Plan. (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company with respect to any matters relating to any Employee Benefit Plan

Employee Benefits. (a) Section 6.12(aSchedule 4.22(a) of the Company Disclosure Letter sets forth as of the date of this Agreement a complete and correct list of each material Employee Benefit Planall Plans. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit Plan, the Company has made available to Buyer true Parent or its counsel a true, complete and complete copies of correct copy, to the extent applicable, of: (i) each writing constituting a part of such Plan and all amendments thereto, including all plan documents, including all amendments theretoadoption agreements, material employee communications, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; (ii) all summary plan descriptions, the three (3) most recent annual reports on Form 5500 and accompanying schedules; (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, current summary plan description and any material modifications thereto; (iv) the most recent annual financial and actuarial reports; (v) the most recent determination or opinion letter, if any, issued advisory letter received by the Company from the Internal Revenue ServiceService regarding the tax-qualified status of such Plan and (vi) the three (3) most recent written results of all required compliance testing. (b) No Plan is (i) subject to Section 412 of the Code or Title IV of ERISA or (ii) a “multiemployer plan” (as defined in Section 3(37) of ERISA). None of the Company, or any ERISA Affiliate, has withdrawn at any time since January 1, 2017, from any multiemployer plan or incurred any withdrawal liability which remains unsatisfied, and (v) no events have occurred and, to the Knowledge of the Company, no circumstances exist that could reasonably be expected to result in any related trust or funding agreementsuch liability to the Company with respect to any multiemployer plan. (c) Each Employee Benefit With respect to each Plan that is intended to qualify under Section 401(a) of the Code Code, such Plan, including its related trust, has received a favorable determination letter (or may rely upon opinion letters in the case of any prototype plans) from the Internal Revenue Service as to that it is so qualified and that its qualified status or may rely on a prototype opinion letter trust is exempt from Tax under Section 501(a) of the Internal Revenue ServiceCode, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event and nothing has occurred with respect to the operation of any such Plan that could reasonably be expected to cause the loss of such qualificationqualification or exemption or the imposition of any material liability, penalty or tax under ERISA or the Code. (d) Except There are no pending or, to the Knowledge of the Company, threatened Actions against or relating to the Plans, the assets of any of the trusts under such Plans or the Plan sponsor or the Plan administrator, or against any fiduciary of any Plan with respect to the operation of such Plan (other than routine benefits claims). No Plan is currently under audit or examination (nor has written notice been received of a potential audit or examination) by any Authority. (e) Each Plan has been established, administered and funded in accordance with its terms and in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable Laws. All premiums due or payable with respect to insurance policies funding any Plan have been 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 Company Financial Statements. (f) None of the Plans provide retiree or other post-employment health or life insurance benefits, except as may be required by Section 4980B of the Code, Section 601 of ERISA or any other similar applicable Law. There has been no violation of the “continuation coverage requirement” of “group health plans” as set forth in Section 6.12(d) 4980B of the Company Disclosure Letter, none Code and Part 6 of the Company or any Subtitle B of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute Title I of ERISA with respect to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Planto which such continuation coverage requirements apply. (eg) Except as set forth in Section 6.12(e) on Schedule 4.22(g), neither the execution and delivery of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with this Agreement nor the consummation of the transactions contemplated by this Agreement by hereby will (either alone or in combination with another event) (i) result in any employeepayment becoming due, officeror increase the amount of any compensation or benefits due, director to any current or other service provider former employee of the Company with respect to any Plan; (ii) increase any benefits otherwise payable under any Plan; or (iii) result in the acceleration of the time of payment or vesting of any such compensation or benefits. No Person is entitled to receive any additional payment (including any tax gross-up or other payment) from the Company as a result of the imposition of the excise taxes required by Section 4999 of the Code or any taxes required by Section 409A of its Subsidiaries who is a “disqualified individual” the Code. (as h) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in combination with another event) result in the payment of any amount that would, individually or in combination with any other such term is defined in Treasury Regulation Section 1.280G-1) could reasonably be expected to payment, be an “excess parachute payment” within the meaning of Section 280G of the Code. (i) Each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 280G(b)(1409A(d)(1) of the Code)) is in documentary compliance in all material respects with, and has been administered in compliance with Section 409A of the Code. (gj) This Section 6.12 constitutes Each Plan that is subject to the sole Patient Protection and exclusive representations Affordable Care Act, as amended by the Health Care and warranties Education Reconciliation Act of 2010 (the “Affordable Care Act”) has been established, maintained and administered in compliance in all material respects with the requirements of the Company with respect Affordable Care Act and satisfies in all material respects the minimum coverage, affordability and non-discrimination requirements thereunder. (k) There are no Plans subject to the laws of any matters relating to any Employee Benefit Planjurisdiction outside of the United States.

Employee Benefits. (a) Section 6.12(a3.10(a) of the Company Disclosure Letter sets forth contains a true and complete list, as of the date of this Agreement a list Agreement, of each material Employee Benefit Company Plan. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit material Company Plan, the Company has made available to Buyer Parent true and complete copies (to the extent applicable) of (i) all the plan documentsdocument or a written description thereof (or, if appropriate, a form thereof), including all any amendments thereto, (ii) all summary plan descriptions, (iii) the most recent annual report (on Form 5500 series) filed with the Internal Revenue ServiceIRS, if applicableincluding all schedules thereto and the most recent actuarial valuation, financial statement or similar report, (iii) each current trust agreement, insurance contract or policy, or group annuity contract or other funding vehicle, (iv) a current IRS determination, opinion or advisory letter, (v) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, summary plan description and all summaries of material modifications thereto and (vvi) any related trust all material non-routine correspondence to or funding agreementfrom the Department of Labor, IRS or other Governmental Authority relating to such Company Plan during the past twelve (12) months. (cb) Each Employee Benefit Company Plan that is has been established, maintained, operated and administered in all material respects in compliance with its terms and applicable Laws, including ERISA and the Code, as applicable. Except as would not, individually or in the aggregate, have a Material Adverse Effect, each Company Plan intended to qualify under be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as IRS or is entitled to its qualified status rely upon a favorable opinion or may rely on a prototype opinion advisory letter from issued by the Internal Revenue ServiceIRS, and to the Knowledge of the Company, there are no existing circumstances or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has any events that have occurred that could reasonably be expected to cause the loss of adversely affect such qualification. There are no material pending, or to the Knowledge of the Company, threatened claims (other than routine claims for benefits in the ordinary course) by, on behalf of or against any Company Plan or any trust related thereto or any fiduciary thereof and no material audit or other proceeding by a Governmental Authority is pending, or to the Knowledge of the Company, threatened with respect to any Company Plan. (c) Neither the Company nor any Commonly Controlled Entity maintains, sponsors or contributes to, or has in the past six years maintained, sponsored or contributed to, or has any liability (whether actual or contingent) with respect to, any (i) pension plan that is subject to Title IV of ERISA or Section 412 of the Code, (ii) “multiemployer plan” (as defined in Sections 3(37) or 4001(a)(3) of ERISA), (iii) “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or (iv) “multiple employer plan” (as defined in Section 413(c) of the Code). (d) With respect to each Company Plan that is subject to Title IV of ERISA or Section 412 of the Code, except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, (ii) none of the Company nor any Commonly Controlled Entity has engaged in any transaction described in Section 4069, 4204(a) or 4212(c) of ERISA and (iii) the Pension Benefit Guaranty Corporation has not instituted proceedings to terminate any such Company Plan. No Company Plan provides benefits or coverage in the nature of health, life or disability insurance following retirement, other than benefits or coverage (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the Code or any other applicable Law or (ii) the full cost of which is borne by the recipient (or any of their beneficiaries). (e) All material contributions required to be made under the terms of any Company Plan 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’s financial statements. (f) Except as set forth in Section 6.12(d) this Agreement, the consummation of the Company Disclosure LetterTransactions will not, none either alone or in combination with another event, (i) entitle any current or former employee, director, or independent contractor of the Company or any of its Subsidiaries contributes toto any material payment or benefit, (ii) accelerate the time of payment or vesting, or has, within increase the past six years, contributed to or had any obligation to contribute amount of compensation due to any Employee Benefit Plan that is a Title IV Plan director, officer or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated by this Agreement by any employee, officer, director or other service provider employee of the Company or any of its Subsidiaries who is a “disqualified individual” under any material Company Plan, (as such term is defined in Treasury Regulation Section 1.280G-1iii) could reasonably be expected cause the Company to be an “excess parachute payment” transfer or set aside any assets to fund any benefits under any material Company Plan or (as defined in Section 280G(b)(1iv) limit or restrict the right to amend, terminate or transfer the assets of any material Company Plan on or following the Code)Effective Time. (g) This There is no Contract, Company Plan or other plan, policy, program or arrangement by which the Company or any of its Subsidiaries is bound to compensate any employee, director, or independent contractor for excise Taxes paid pursuant to Section 6.12 constitutes the sole and exclusive representations and warranties 409A or 4999 of the Company with respect to any matters relating to any Employee Benefit PlanCode.

Employee Benefits. (a) Section 6.12(a3.10(a) of the Company Disclosure Letter sets forth a true, correct and complete list as of the date of this Agreement a list of each (i) material Employee Benefit Plan. Each Employee Company Benefit Plan has been establishedand each material PEO Plan (it being understood that individual equity-based award agreements, maintained at-will offer letters that can be terminated without notice or penalty by the Company or any of its Subsidiaries (including in connection with or after the consummation of the Transactions), and, with respect to employees located outside of the United States, employment contracts that do not provide for severance benefits beyond those required by applicable law, are not required to be listed to the extent the forms thereof are listed and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Lawsmade available to Parent), and other than routine claims (ii) services Contract with a PEO providing for benefits, there is no claim co-employment of employees of the Company or lawsuit pending or, any of its Subsidiaries. All representations pursuant to Sellers’ Knowledge, threatened against or arising out this Section 3.10 in respect of or related any PEO Plan shall only be made to an Employee Benefit Planthe knowledge of the Company. (b) With respect to each Employee Company Benefit Plan, the Company has made available to Buyer true Parent (including pursuant to a “clean team” or similar agreement between the parties) true, correct and complete copies of of, to the extent applicable, (i) all plan documentssuch Company Benefit Plan, including all amendments theretoany amendment thereto (or, in the case of any unwritten Company Benefit Plan, a written description thereof), other than the portion of any Company Benefit Plan that contains information that the Company is prohibited from making available to Parent as the result of applicable Law relating to the safeguarding of data privacy, (ii) all summary plan descriptionseach trust, insurance, annuity or other funding Contract related thereto, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicablesummary plan description and any summary of material modifications prepared for such Company Benefit Plan, (iv) the two most recent financial statements and actuarial or other valuation reports prepared with respect thereto, (v) the most recent determination or opinion letter, if any, issued by letter from the Internal Revenue Service, (vi) the most recent annual report on Form 5500 (or comparable form) required to be filed with the Department of Labor with respect thereto (if any), (vii) all material correspondences to or form any Governmental Entity received since July 30, 2021 with respect thereto, and (vviii) any related trust to the extent performed by a third-party, reports showing the results for required compliance testing. With respect to each PEO Plan, the Company has made available to Parent (including pursuant to a “clean team” or funding agreementsimilar agreement between the parties) true, correct and complete copies of the plan document or a summary thereof. (c) Except that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) each of the Company Benefit Plans and each PEO Plan, is and has been established, maintained, operated, and administered in accordance with its terms and in compliance with the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code (including Section 409A of the Code) and all other applicable Law; (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 expected to involve, any Company Benefit Plan or PEO Plan, the assets of any Company Benefit Plan or PEO plan, or, to the knowledge of the Company, fiduciaries of any Company Benefit Plan (in their capacity as such) before any court or arbitrator or any Governmental Entity, and no Company Benefit Plan or PEO Plan is presently under audit or examination (nor has written notice been received of a potential audit or examination) by any Governmental Entity; and (iii) payments required to be paid by the Company or any of its Subsidiaries pursuant to the terms of a Company Benefit Plan or PEO 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 or PEO Plan (as applicable), applicable Law or GAAP. No nonexempt “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 a Company Benefit Plan. (d) The Company, by reason of its affiliation with any ERISA Affiliate or otherwise, has not incurred or is reasonably expected to incur, any Tax, fine, Lien, penalty or other liability imposed by ERISA, the Code or other applicable Law with respect to any Company Benefit Plan or any PEO Plan, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Each Employee Company Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code and any related trust is so qualified and has received a favorable determination letter or, with respect to any such Company Benefit Plan that utilizes a preapproved plan document, can rely on an opinion or advisory letter obtained by the preapproved plan sponsor as to its qualification and, to the knowledge of the Company, nothing has occurred, whether by action or failure to act, that would reasonably be expected to adversely affect or to cause the loss of such qualification. No Company Common 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 has received a favorable determination letter from the Internal Revenue Service as Code. With respect to its qualified status any Company Benefit Plan or may rely on a prototype opinion letter from the Internal Revenue ServicePEO Plan, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has occurred that could reasonably be expected to cause the loss of such qualification. (d) Except as set forth in Section 6.12(d) of neither the Company Disclosure Letter, none nor any of its Subsidiaries has engaged in any transaction or conduct in connection with which the Company or any of its Subsidiaries contributes to, reasonably could be expected to be subject either to a civil penalty assessed pursuant to Section 409 or has, within 502(i) of ERISA or a Tax imposed pursuant to Section 4976 of the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer PlanCode. (e) Except as set forth in Section 6.12(e) of Neither the Company Disclosure Letternor any of its ERISA Affiliates sponsors, there is no Employee Benefit Plan that is maintains, administers or contributes to (or has a requirement to contribute to), or has within the past six (6) years, sponsored, maintained, administered or contributed to (or been required to contribute to), (i) any Multiemployer Plan, (ii) any “welfare employee pension benefit plan” as defined in Section 3(2) of ERISA, (iii) any multiple employer welfare arrangement (within the meaning of Section 3(13(40) of ERISA ERISA) or (iv) any plan that provides retiree has two or post-employment benefits to any Property Employees or to more contributing sponsors at least two of whom are not under common control, within the employees meaning of any Section 4063 of the Company’ ERISA AffiliatesERISA, in each case, other than pursuant a Non-U.S. Company Plan (as defined in Section 3.10(f)) that is not sponsored by the Company nor any ERISA Affiliate thereof. Neither the Company nor any ERISA Affiliate has made or suffered a “complete withdrawal” or a “partial withdrawal,” as such terms are respectively defined in sections 4203 and 4205 of ERISA, from a Multiemployer Plan (or any liability resulting therefrom has been satisfied in full). (f) All Company Benefit Plans and PEO Plans that are maintained outside of the United States that provide benefits in respect of any employee of the Company who is primarily based outside of the United States (each, a “Non-U.S. Company Plan”) (i) have been maintained in accordance, in all material respects, with all applicable Laws, (ii) if they are intended to qualify for special tax treatment, meet, in all material respects, all the 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, in each case, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (g) No Company Benefit Plan and no PEO Plan obligates the Company or any Subsidiary of the Company to provide, post-retirement medical, life insurance or other welfare benefits for any Company Service Provider (or the spouses, dependents or beneficiaries of any individuals), whether under a Company Benefit Plan, PEO Plan, or otherwise, except (i) as required to comply with Section 4980B of the Code or any similar state Law, (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries), or (iii) with respect to Company Service Providers located outside of the United States, in excess of such benefits required by applicable Law. (fh) As Except as set forth in Section 3.10(h) of the ClosingCompany Disclosure Letter, no amount that will be received neither the execution and delivery of this Agreement nor the consummation of any of the Transactions (including as a result of such consummation in combination with any termination of employment or any other event on or following the Effective Time) will (i) entitle any Company Service Provider to any transaction, retention or change in connection with control bonuses or similar bonuses or severance benefits (excluding, for this purpose, any severance or termination benefits that are payable as a result of a termination of employment following the Closing by Parent or an Affiliate thereof), or (ii) accelerate the time of payment or vesting of, or trigger any payment or funding (through a grantor trust or otherwise) of, compensation or benefits under, or materially increase the amount payable pursuant to, any Company Benefit Plan or PEO Plan, or (iii) limit or restrict the right to merge, terminate, amend, supplement or otherwise modify or transfer the assets of any Company Benefit Plan or PEO Plan on or following the Effective Time. (i) 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 by Transactions could, either individually or in combination with another event, result in the payment of any employee, officer, director or other service provider of the Company or amount to any of its Subsidiaries who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1280G of the Code) could reasonably be expected to be that could, individually or in combination with any other such payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (g) This . No Company Benefit Plan or PEO Plan provides any Company Service Provider with the right to a gross up for any excise or additional Taxes incurred pursuant to Section 6.12 constitutes the sole and exclusive representations and warranties 409A or Section 4999 of the Company with respect to any matters relating to any Employee Benefit PlanCode.

Employee Benefits. (a) Section 6.12(aAll material Company Benefit Plans are listed on ‎‎Section 3.11(a) of the Company Disclosure Letter sets forth Schedule (on a jurisdiction by jurisdiction basis). The Company has provided or made available to the Subscriber true and complete copies of all material written Company Benefit Plans and all amendments thereto and, as applicable: (1) the current prospectus or summary plan description for any such Company Benefit Plan and any summaries of material modifications to such current prospectus or summary plan description; (2) the date of this Agreement a list of each material Employee most recent favorable determination, advisory or opinion letter from the Internal Revenue Service for such Company Benefit Plan. ; (3) the most recent annual return/report (Form 5500) and accompanying schedules and attachments thereto for such Company Benefit Plan; (4) the most recently prepared actuarial reports and financial statements for such Company Benefit Plan and (5) all material correspondence related thereto since March 31, 2020 with any Governmental Entity. (b) Each Employee Company Benefit Plan has been established, maintained operated and administered in accordance all material respects in compliance with its terms and complies all applicable Laws, including ERISA and the Code. Neither the Company, any Company Subsidiary, nor any of their respective ERISA Affiliates is in form and operation with violation in any material respect of the applicable requirements of ERISA, Section 4980B of the Code or any similar state Law. Neither the Company nor any Company Subsidiary is in violation in any material respect of the applicable requirements of the U.S. Patient Protection and Affordable Care Act of 2010. All contributions required to be made to any Company Benefit Plan by applicable Law or by any Company Benefit Plan document or other applicable LawsContract, and all premiums or other expenses 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, except, in each case, as would not, individually or in the aggregate, reasonably be expected to be material to the Company Group, taken as a whole. There are no Proceedings (other than for routine claims for benefits, there is no claim or lawsuit ) pending or, to Sellers’ Knowledgethe knowledge of the Company, threatened against or arising out of or related to an Employee Benefit Plan. (b) With with respect to each Employee any Company Benefit Plan, or any fiduciary thereof with respect to its duties to the Company Benefit Plan and whom the Company or any Company Subsidiary has made available an obligation to Buyer true and complete copies indemnify, or the assets of (i) all plan documentsany Company Benefit Plans, including all amendments theretoin each case, (ii) all summary plan descriptionsthat, (iii) individually or in the most recent annual report (Form 5500 series) filed with aggregate, has been or would reasonably be expected to be material to the Internal Revenue ServiceCompany Group, if applicable, (iv) taken as a whole. Neither the most recent determination Company nor any Company Subsidiary has received notice of any audit or opinion letter, if any, issued investigation of or relating to any Company Benefit Plan or any fiduciary or administrator thereof by the Internal Revenue ServiceIRS, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Entity, and (v) any related trust no such audit or funding agreement. (c) investigation is pending or, to the knowledge of the Company, threatened, in each case, that, individually or in the aggregate, has been or would reasonably be expected to be material to the Company Group, taken as a whole. Each Employee Company Benefit Plan that which is intended to qualify under Section 401(a) of the Code has either received a favorable determination letter from the Internal Revenue Service IRS as to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such a favorable determination from the Internal Revenue Serviceletter, or may rely upon an advisory or opinion letter for a prototype or volume submitter plan, and, to Sellers’ Knowledgethe knowledge of the Company, no fact or event has circumstances have occurred that could reasonably be expected to cause result in the loss disqualification of any such Company Benefit Plan or related trust by the Internal Revenue Service. (c) Neither the Company nor any Company Subsidiary has any current or projected Liability for, and no Company Benefit Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar welfare plan benefits (whether insured or self-insured) to any current or former employees, officers, directors, or consultants of the Company or any Company Subsidiary (who are natural persons or personal services entities) or any spouse, beneficiary or dependent of the foregoing (other than coverage mandated by applicable Law, including the Consolidated Omnibus Budget Reconciliation Act of 1985 that is provided at the sole expense of such qualificationcurrent or former employee, director, consultant or spouse, beneficiary or dependent of the foregoing). (d) Except as set forth in Section 6.12(d) of Neither the Company Disclosure Letternor any Company Subsidiary, none of the Company or any of its Subsidiaries their respective ERISA Affiliates, maintains, contributes toto or has any obligations or Liabilities under, and at no time during the six-year period prior to the date of this Agreement has the Company, any Company Subsidiary or has, within the past six yearsany of their respective ERISA Affiliates maintained, contributed to or had any obligation obligations or liabilities under, any employee benefit plan subject to contribute to Section 302 or Title IV of ERISA or Section 412 of the Code, any Employee Benefit Plan multiemployer pension plan (as defined in Section 3(37) of ERISA) (a “Multiemployer Plan”) that is a subject to Section 302 or Title IV Plan of ERISA or Multiemployer PlanSection 412 of the Code, any pension plan that has two or more contributing sponsors at least two of whom are not under common control within the meaning of, and subject to, Section 4063 of ERISA, or any “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA). There does not now exist, nor do any circumstances exist that could result in, any Controlled Group Liability of the Company, any Company Subsidiary or any of their ERISA Affiliates following the Closing. Except as set forth on ‎‎Section 3.11(d) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary maintains, contributes to or has any obligations or Liabilities under, a defined benefit pension plan in any jurisdiction outside of the United States. (e) Except as, individually or in the aggregate, has not had and would not reasonably be expected to be material to the Company Group, taken as set forth in a whole, no vested compensation that is payable by the Company or any Company Subsidiary under a nonqualified deferred compensation plan that is subject to Section 6.12(e) 409A of the Company Disclosure LetterCode has been, there is no Employee Benefit Plan that is a or would reasonably be expected to be includable in the gross income of any “welfare benefit planservice provider” (within the meaning of Section 3(1409A of the Code) of ERISA that provides retiree the Company or postany Company Subsidiary by reason of non-employment benefits to any Property Employees or to compliance with the employees requirements of any Section 409A of the Company’ ERISA AffiliatesCode. Neither the Company nor any Company Subsidiary has any obligation to gross-up, other than pursuant to Section 4980B indemnify or otherwise reimburse any current or former employees, officers, directors, or consultants of the Code Company or any similar state LawCompany Subsidiary (who are natural persons or personal services entities) for any Tax incurred by such Person, including under Section 409A or 4999 of the Code. (f) As of the Closing, no amount that will be received as a result of or in connection with the The consummation of the transactions contemplated by this Agreement by and the other Transaction Documents will not, either alone or in combination with another event, entitle any current or former employee, officerdirector, director consultant or other service provider officer of the Company or any of its Subsidiaries Company Subsidiary (who is a “disqualified individual” natural person or a personal services entity) to any payment or benefit (including any enhanced or accelerated benefit, or lapse of repurchase rights or obligations under any Company Benefit Plan), accelerate the time of payment or vesting, or increase the amount of compensation due to any such employee, director, consultant or officer or trigger any funding obligation under, or impose any restrictions or limitations on the rights of the Company or any Company Subsidiary to administer, amend or terminate, a Company Benefit Plan. (g) Except as, individually or in the aggregate, would not reasonably be expected to be material to the Company Group, taken as a whole, each Foreign Plan, (i) if intended to qualify for any special Tax treatment, meets all the requirements for such term treatment, (ii) if required to be funded, book-reserved or secured by an insurance policy, is defined funded, book-reserved, or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in Treasury Regulation Section 1.280G-1accordance with applicable accounting principles and (iii) if required to be registered under the Laws of a jurisdiction outside the United States has been registered and has been maintained in good standing with the appropriate regulatory authorities. (h) Except as set forth on ‎‎Section 3.11(h) of the Company Disclosure Schedule, since the Balance Sheet Date and the date of this Agreement, there has been no amendment to, announcement by the Company or any Company Subsidiary relating to, or change in employee participation or coverage under, any Company Benefit Plan which would materially increase the expense of maintaining such plan above the level of expense incurred therefor for the most recent fiscal year. (i) Neither the execution and delivery of this Agreement or the other Transaction Documents, nor the consummation of the transactions contemplated hereby or thereby, either alone or in combination with another event (whether contingent or otherwise) could reasonably be expected to be an result in any “excess parachute payment” under Section 280G of the Code (or any corresponding provision of state, local, or non-U.S. Tax law) or any amount that will not be fully deductible as defined in a result of Section 280G(b)(1162(m) of the CodeCode (or any corresponding provision of state, local, or non-U.S. Tax law). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company with respect to any matters relating to any Employee Benefit Plan

Employee Benefits. (a) Section 6.12(a3.10(a) of the Company Disclosure Letter sets forth as of the date of this Agreement a complete and accurate list of each material Employee Benefit Plan. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Company Benefit Plan. (b) With respect to each Employee material Company Benefit Plan, the Company has made available to Buyer true Parent, to the extent applicable, complete and complete accurate copies of (i) all plan documentsthe governing document (or, if such arrangement is not in writing, a written description of the material terms thereof), including all amendments any amendment thereto, (ii) all summary plan descriptionseach trust, insurance, annuity or other funding Contract related thereto, (iii) the most recent annual audited financial statement and actuarial or other valuation report (Form 5500 series) filed prepared with the Internal Revenue Service, if applicablerespect thereto, (iv) the most recent determination or opinion letter, if any, issued by annual report on Form 5500 required to be filed with the Internal Revenue ServiceService (the “IRS”) with respect thereto, and (v) all non-routine correspondence with any related trust Governmental Entity dated since January 1, 2022 and (vi) the most recently received IRS determination letter or, if applicable, current IRS opinion or funding agreementadvisory letter (as to qualified plan status). No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any Company Personnel residing or working outside of the United States. (c) Each Employee Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Benefit Plan has been established, maintained, funded, operated and administered in compliance with its terms, the terms of applicable Company Union Contracts, and with the requirements prescribed by ERISA, the Code and all other applicable Laws, (ii) there are no pending or, to the Knowledge of the Company, threatened proceedings or claims (other than routine claims for benefits) against or relating to any Company Benefit Plan or any fiduciary thereof, or the Company or any Company Subsidiary with respect to any Company Benefit Plan or any assets of any of the foregoing and (iii) all contributions, reimbursements, premium payments and other payments required to be made by the Company or any Company Commonly Controlled Entity relating to any Company Benefit Plan have been made on or before their applicable due dates or, if not yet due, properly accrued. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any Company Commonly Controlled Entity has engaged in, and to the Knowledge of the Company, there has not been, any non-exempt transaction prohibited by ERISA or by Section 4975 of the Code or breach of fiduciary duty (as determined under ERISA) with respect to any Company Benefit Plan or their related trusts that would reasonably be expected to result in a liability of the Company or a Company Commonly Controlled Entity. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Company Benefit Plan is under audit or is the subject of an administrative proceeding or investigation by the IRS, the Department of Labor, or any other Governmental Entity, nor is any such audit or other administrative proceeding, to the Knowledge of the Company, threatened. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any Company Subsidiary has incurred (whether or not assessed) any Tax or penalty under Section 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (d) Section 3.10(d)(i) of the Company Disclosure Letter sets forth each Company Benefit Plan that is intended subject to qualify Section 302 or Title IV of ERISA or Section 412, 430 or 4971 of the Code (each, a “Title IV Plan”). With respect to each Title IV Plan: (i) no reportable event (within the meaning of Section 4043 of ERISA) or event or transaction described in Sections 4062(e) or 4069 of ERISA has occurred since January 1, 2022, or is expected to occur whether as a result of the transactions contemplated hereby or otherwise; (ii) except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the minimum funding standard under Section 401(a) 430 of the Code has received been satisfied and no waiver of any minimum funding standard or extension of any amortization periods has been requested or granted; (iii) with respect to each Title IV Plan for which there has been a favorable determination letter from significant reduction in the Internal Revenue Service rate of future benefit accrual as referred to its qualified status in Section 204(h) of ERISA, the requirements of Section 204(h) of ERISA have been complied with; and (iv) no proceeding has been commenced by the Pension Benefit Guaranty Corporation to terminate any Title IV Plan. No Company Benefit Plan is a “multiple employer plan” (within the meaning of Section 210 of ERISA or may rely on Section 413 of the Code) or a prototype opinion letter from “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), and neither the Internal Revenue ServiceCompany nor any Company Commonly Controlled Entity sponsors, maintains, contributes to, or is obligated to contribute to, or otherwise has timely filed any current or contingent liability or obligation under or with respect to, any of the foregoing types of plans or any Multiemployer Plan. Except as has time remaining not had and would not reasonably be expected to have, individually or in which to file an application for such determination from the Internal Revenue Serviceaggregate, anda Company Material Adverse Effect, to Sellers’ Knowledge, no fact or event neither the Company nor any Company Commonly Controlled Entity has occurred incurred any Controlled Group Liability (as defined below) that has not been satisfied in full nor do any circumstances exist that could reasonably be expected to cause give rise to any Controlled Group Liability (except for the loss payment of such qualification. premiums to the Pension Benefit Guaranty Corporation that are due but not delinquent). For the purposes of this Agreement, “Controlled Group Liability” means any and all liabilities (dA) Except as set forth in under Title IV of ERISA, (B) under Section 6.12(d302 of ERISA, (C) under Sections 412, 430 and 4971 of the Company Disclosure Letter, none Code or (D) as a result of the Company or any failure to comply with the continuation of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning coverage requirements of Section 3(1) 601 et seq. of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to and Section 4980B of the Code or any similar state LawCode. (f) As of the Closing, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated by this Agreement by any employee, officer, 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) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company with respect to any matters relating to any Employee Benefit Plan

Employee Benefits. (a) Section 6.12(aSchedule 4.12(a) of the Company Disclosure Letter sets forth as of the date of this Agreement a an accurate and complete list of each material Employee Company Benefit Plan. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee material Company Benefit Plan, the Company has made available available, to Buyer true the extent applicable, accurate and complete copies of (i) all the current plan documentsdocument, including all amendments thereto, (ii) all summary plan descriptionsa written description of such Company Benefit Plan if it is not set forth in a written document, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicablerecently prepared actuarial report, (iv) the most recent summary plan description together with all summaries of all material modifications thereto, (v) the most recent IRS determination or opinion letter, if any(vi) the related insurance policies, issued by the Internal Revenue Servicetrust agreements or other funding arrangements, and (vvii) any related trust or funding agreementthe most recent IRS Form 5500 annual report (and all schedules thereto). (cb) Each Employee Company Benefit Plan has been established, maintained, funded and administered in all material respects in accordance with its terms and is in material compliance with all applicable Laws. There is no pending or, to the Knowledge of the Company, threatened, Action or claim relating to or against any Company Benefit Plans (other than routine claims for benefits). All contributions, premiums and other payments that any Company Group Member is required to make with respect to any Company Benefit Plan have been fully and timely paid when due, and any such amounts not yet due have been paid or properly accrued. Each Company Benefit Plan that is intended to qualify be qualified under Section 401(a) of the Code has timely received a current favorable determination letter from the Internal Revenue Service as to its qualified status determination, advisory or may rely on a prototype opinion letter from the Internal Revenue ServiceIRS, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event and nothing has occurred that could would reasonably be expected to cause result in the loss of the qualification or tax exemption of any such qualification. Company Benefit Plan. No Company Group Member has incurred (dwhether or not assessed) Except any material Tax, penalty or other liability under Section 4980B, 4980D, 4980H, 6721 or 6722 of the Code. There is no unpaid liability for any nonexempt “prohibited transactions” (as set forth defined in Section 6.12(d) 406 of ERISA or Section 4975 of the Company Disclosure Letter, none of the Company Code) or any breach of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute fiduciary duty (as determined under ERISA) with respect to any Employee Company Benefit Plan that is a Title IV Plan or Multiemployer Plan. (ec) Except as set forth in Section 6.12(e) of the No Company Disclosure Letter, there is no Employee Benefit Plan that is, and no Company Group Member sponsors, maintains, contributes to (or is a required to contribute to), or has any current or contingent liability or obligation under or with respect to: (i) any “welfare defined benefit plan” (as defined in Section 3(35) of ERISA, whether or not subject thereto) or a plan that is or was subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA; (ii) a “multiple employer plan” (within the meaning of Section 3(1413(c) of ERISA that provides retiree the Code or Section 210 of ERISA); (iii) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); or (iv) a “multiemployer plan” (as defined in Section 3(37) of ERISA). No Company Benefit Plan provides, and no Company Group Member has promised to provide, any post-employment termination, post-ownership or retiree health or welfare benefits to any Property Employees or to the employees of any of the Company’ ERISA AffiliatesPerson, other than pursuant to (A) as required under Section 4980B of the Code or similar applicable Law for which the covered Person pays the full premium cost of coverage or which is paid pursuant to a government subsidy, (B) coverage through the end of the month of termination of employment or service (to the extent permitted under the terms of the applicable Company Benefit Plan), (C) disability benefits attributable to disabling events occurring at or prior to termination of employment or service, or (D) death benefits attributable to deaths occurring at or prior to termination of employment or service. No Company Group Member has any similar state Lawcurrent or contingent liability or obligation by reason of at any time being treated as a single employer with any other Person under Section 414 of the Code. (fd) As Neither the execution of the Closing, no amount that will be received as a result of or in connection with this Agreement nor the consummation of the transactions contemplated by this Agreement hereby, (alone or in conjunction with any other event) could result in (i) any entitlement by any employee, officer, director current or other former employee or individual service provider of any Company Group Member to any compensation or benefit, (ii) any increase in the amount, or acceleration of the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits for any current or former employee or individual service provider of any Company Group Member, or (iii) the payment of any of its Subsidiaries who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (ge) This Each Company Benefit Plan that is a “nonqualified deferred compensation plan” subject to Section 6.12 constitutes the sole and exclusive representations and warranties 409A of the Code that constitutes in any part a “nonqualified deferred compensation plan” (as defined under Section 409A(d)(1) of the Code) subject to Section 409A of the Code has been operated and administered in all material respects in operational compliance with, and is in all material respects in documentary compliance with, Section 409A of the Code, and no amount under any such plan, agreement or arrangement is or has been subject to the interest and additional Tax set forth under Section 409A(a)(1)(B) of the Code. (f) No Company with respect Group Member has any obligation to indemnify or gross-up any matters relating to Person for any Employee Benefit PlanTax under Section 4999 of the Code and Section 409A of the Code (or any corresponding provisions of state, local or non-U.S. Tax Laws).

Employee Benefits. (a) Section 6.12(a3.14(a) of the Company Disclosure Letter sets forth as Schedule lists all Employee Plans that the Company sponsors, maintains, contributes to or is obligated to contribute to, or with respect to which the Company has or may have any Liability (each, a “Company Benefit Plan”). Neither the Company nor any organization, trade or business (whether or not incorporated) that is or was considered a single employer with the Company pursuant to Section 414(b), (c), (m) or (o) of the date Code (an “ERISA Affiliate”) maintains, participates in or contributes to, or has maintained, participated in or contributed to or has or could have had any Liability with respect to (i) a plan subject to Title IV of this Agreement ERISA; (ii) a list multiemployer plan within the meaning of each material Employee Section 3(37) of ERISA; or (iii) a plan subject to the minimum funding standards of Section 412 of the Code or Section 302 of ERISA. No Company Benefit PlanPlan is (A) a multiple employer plan within the meaning of Section 413(c) of the Code or (B) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. Each Employee Company Benefit Plan conforms to and has been established, maintained operated and administered in accordance with its terms and complies all material respects in form and operation compliance with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit Plan, the laws. Each Company has made available to Buyer true and complete copies of (i) all plan documents, including all amendments thereto, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, and (v) any related trust or funding agreement. (c) Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code and each related trust intended to be exempt under Section 501 of the Code is so qualified or exempt and (i) the Company has received a current favorable determination letter to such effect from the Internal Revenue Service as to its qualified status or may rely is properly relying on a prototype opinion letter from the Internal Revenue ServiceService opinion letter issued with respect to the qualification of a prototype plan document that has been duly adopted by the Company, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event and nothing has occurred that could reasonably be expected to cause adversely affect such qualified and exempt status, or (ii) the loss Company is entitled to rely on an opinion issued by the IRS. Each Company Benefit Plan that is subject to Section 409A of the Code has been operated in compliance with such qualificationsection and all applicable regulatory guidance (including notices, rulings and proposed and final regulations). The Company is not delinquent as to contributions or payments to, or in respect of, any of its Company Benefit Plans and all amounts due and payable on or prior to the Closing Date with respect to the portion of the plan year ending on the Closing Date have been paid as of the Closing Date. No event has occurred and no condition exists with respect to any Company Benefit Plan that has given rise to or may give rise to fines, penalties, liens, Taxes or other Liabilities whether under ERISA, the Code or otherwise, and neither the Company nor any ERISA Affiliate has or could have any Liability under Section 4980B or Section 4980D of the Code. (db) Except as set forth in Section 6.12(d) of Neither the Company Disclosure Letternor any Company Benefit Plan has any obligation to make any payment to or otherwise provide any health, none life insurance or other post-termination benefit coverage (whether or not insured) to employees, former employees, directors or consultants of the Company or any of its Subsidiaries contributes toother individuals, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plan. (e) Except except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to specifically required by Section 4980B of the Code or Part 6 of Title I of ERISA (“COBRA”) or applicable state healthcare continuation coverage laws and each Company Benefit Plan can be freely amended, terminated or otherwise discontinued after the Closing without the consent of participants and without Liability and the Company does not have any similar state Lawexpress or implied commitment, whether legally enforceable or not, to adopt any new Employee Plan or modify, change or terminate any existing Company Benefit Plan other than as may be required by ERISA or the Code. Each individual who has rendered services to the Company who has been classified as having the status of an independent contractor, leased employee, consultant or other status other than employee for any purpose (including for the purposes of taxation and tax reporting and under the Company Benefit Plans) is or has been properly characterized as such. No claim, lawsuit, arbitration or other action has been asserted, instituted or, to the Knowledge of the Company, is threatened or anticipated against any of the Company Benefit Plans (other than routine claims for benefits), any trustee or fiduciaries thereof, the Company, any ERISA Affiliate, any director, officer or employee thereof, or any of the assets of any trust of any of the Company Benefit Plans. No filing, application or other matter is pending with the IRS, the United States Department of Labor or any other Governmental Body with respect to any Company Benefit Plan. (fc) As Except as specifically set forth on Section 3.14 of the ClosingCompany Disclosure Schedule, no amount that will be received as a result neither the execution and delivery of or in connection with this Agreement nor the consummation of the transactions contemplated by this Agreement by Transactions, or any termination of employment or other event in connection therewith, will or may (i) entitle any current or former employee, officer, director or other service provider consultant of the Company to any payment or benefit (or result in the funding of any such payment or benefit) or result in any forgiveness of indebtedness with respect to any such persons, or (ii) accelerate the time of payment, funding or vesting of any compensation, equity award or other benefits, or increase the amount of compensation, equity award or other benefits due to any such employee or former employee, director or consultant. No amounts payable (individually or collectively and whether in cash or capital stock of the Company) under any of its Subsidiaries who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) the Company Benefit Plans could reasonably be expected to fail to be an “excess parachute payment” (as defined in Section 280G(b)(1deductible for federal income tax purposes by virtue of Sections 404, 162(m) or 280G of the Code). (gd) This Section 6.12 constitutes No Company Benefit Plan is maintained for Persons working or engaged in any jurisdiction outside the sole and exclusive representations and warranties of the Company with respect to any matters relating to any Employee Benefit PlanUnited States.

Employee Benefits. (a) Section 6.12(a2.22(a) of the Company Disclosure Letter sets forth as of the date of this Agreement Schedule contains a complete and accurate list of all Company Plans. Complete and accurate copies of (i) all Company Plans which have been reduced to writing, (ii) written summaries of all unwritten Company Plans, (iii) all related trust agreements, insurance contracts and summary plan descriptions, and (iv) all annual reports filed on IRS Form 5500, 5500C or 5500R and (for all funded plans) all plan financial statements for the last five plan years for each material Employee Benefit Company Plan. , have been delivered to Xxxx.xxx. (b) Each Employee Benefit Company Plan has been established, maintained and administered in all material respects in accordance with its terms and complies each of the Company and the ERISA Affiliates has in form all material respects met its obligations with respect to each Company Plan and operation has made all required contributions thereto. The Company, each ERISA Affiliate and each Company Plan are in compliance in all material respects with the currently applicable requirements provisions of ERISA, ERISA and the Code and other applicable Lawsthe regulations thereunder (including Section 4980 B of the Code, Subtitle K, Chapter 100 of the Code and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out Sections 601 through 608 and Section 701 et seq. of or related to an Employee Benefit Plan. (b) With respect ERISA). All filings and reports as to each Employee Benefit Plan, the Company has made available Plan required to Buyer true and complete copies of (i) all plan documents, including all amendments thereto, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with have been submitted to the Internal Revenue Service, if applicable, (iv) Service or to the most recent determination or opinion letter, if any, United States Department of Labor have been duly submitted. No Company Plan has assets that include securities issued by the Internal Revenue Service, and (v) Company or any related trust or funding agreementERISA Affiliate. (c) Each Employee Benefit There are no Legal Proceedings (except claims for benefits payable in the normal operation of the Company Plans and proceedings with respect to qualified domestic relations orders) against or involving any Company Plan or asserting any rights or claims to benefits under any Company Plan that is could give rise to any material liability. (d) All the Company Plans that are intended to qualify be qualified under Section 401(a) of the Code has have received a favorable determination letter letters from the Internal Revenue Service as to its the effect that such Company Plans are qualified status or may rely on a prototype opinion letter and the plans and the trusts related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Internal Revenue ServiceCode, or has timely filed or has time remaining in which to file an application for no such determination from letter has been revoked and revocation has not been threatened, and no such Company Plan has been amended since the Internal Revenue Servicedate of its most recent determination letter or application therefor in any respect, andand no act or omission has occurred, that would adversely affect its qualification or materially increase its cost. Each Company Plan which is required to Sellers’ Knowledge, no fact satisfy Section 401(k)(3) or event has occurred that could reasonably be expected to cause the loss of such qualification. (d) Except as set forth in Section 6.12(d401(m)(2) of the Company Disclosure LetterCode has been tested for compliance with, none and satisfies the requirements of Section 401(k)(3) and Section 401(m)(2) of the Company or any of its Subsidiaries contributes to, or has, within Code for each plan year ending prior to the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer PlanClosing Date. (e) Except Neither the Company nor any ERISA Affiliate has ever maintained an Employee Benefit Plan subject to Section 412 of the Code or Title IV of ERISA. (f) At no time has the Company or any ERISA Affiliate been obligated to contribute to any “multiemployer plan” (as set forth defined in Section 6.12(e4001(a)(3) of ERISA). (g) There are no unfunded obligations under any Company Plan providing benefits after termination of employment to any employee of the Company Disclosure Letter(or to any beneficiary of any such employee), there including but not limited to retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980B of the Code or other applicable Law and insurance conversion privileges under state law. The assets of each Company Plan which is funded are reported at their fair market value on the books and records of such Company Plan. (h) No act or omission has occurred and no Employee Benefit condition exists with respect to any Company Plan that would subject the Company or any ERISA Affiliate to (i) any material fine, penalty, tax or liability of any kind imposed under ERISA or the Code or (ii) any contractual indemnification or contribution obligation protecting any fiduciary, insurer or service provider with respect to any Company Plan. (i) No Company Plan is funded by, associated with or related to a “welfare benefit planvoluntary employee’s beneficiary association” within the meaning of Section 3(1501(c)(9) of ERISA that provides retiree the Code. (j) Each Company Plan is amendable and terminable unilaterally by the Company at any time without liability or post-employment benefits to any Property Employees or expense to the Company or such Company Plan as a result thereof (other than for benefits accrued through the date of termination or amendment and reasonable administrative expenses related thereto) and no Company Plan, plan documentation or agreement, summary plan description or other written communication distributed generally to employees by its terms prohibits the Company from amending or terminating any such Company Plan. (k) Section 2.22(k) of the Company Disclosure Schedule discloses each: (i) agreement with any equityholder, director, manager, executive officer or other key employee of the Company (A) the benefits of which are contingent, or the terms of which are altered, upon the occurrence of a transaction involving the Company of the nature of any of the Company’ ERISA Affiliatestransactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee or (C) providing severance benefits or other than pursuant benefits after the termination of employment of such director, manager, executive officer or key employee; (ii) agreement, plan or arrangement under which any person may receive payments from the Company that may be subject to the tax imposed by Section 4980B 4999 of the Code or any similar state Law. (f) As included in the determination of such person’s “parachute payment” under Section 280G of the ClosingCode; and (iii) agreement or plan binding the Company, no amount that including any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, severance benefit plan or Company Plan, any of the benefits of which will be received as a result increased, or the vesting of or in connection with the consummation benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by any employee, officer, director or other service provider this Agreement. (l) Section 2.22(l) 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) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) of Disclosure Schedule sets forth the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties policy of the Company with respect to accrued vacation, accrued sick time and earned time off and the amount of such liabilities as of June 30, 2012. (m) Each Company Plan that is a “nonqualified deferred compensation plan” (as defined in Code Section 409A(d)(1)) has been operated since January 1, 2005 in good faith compliance with Code Section 409A and IRS Notice 2005-1. No Company Plan that is a “nonqualified deferred compensation plan” has been materially modified (as determined under Notice 2005-1) after October 3, 2004. No event has occurred that would be treated by Code Section 409A(b) as a transfer of property for purposes of Code Section 83. No stock option or equity unit option granted under any matters relating to Company Plan has an exercise price that has been or may be less than the fair market value of the underlying stock or equity units (as the case may be) as of the date such option was granted or has any Employee Benefit Planfeature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option.

Employee Benefits. (ai) Section 6.12(a3.1(q)(i) of the Disclosure Schedule lists (A) all employee benefit plans, bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements, to which the Company Disclosure Letter sets forth as or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the date Company or any Subsidiary and (B) any contracts, arrangements or understandings between the Company or any of this Agreement a list its Affiliates and any employee of each material Employee Benefit Plan. the Company or any Subsidiary (collectively, the “Plans”) other than Plans that are described in the SEC Reports. (ii) Each Employee Benefit Plan has been established, maintained and administered operated in all material respects in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other all applicable Laws. The Company and its Subsidiaries have performed all material obligations required to be performed by it under, is not in any material respect in default under or in material violation of, and other than routine claims for benefitsthe Company has no knowledge of any material default or violation by any party to, there any Plan. No action is no claim or lawsuit pending or, to Sellers’ Knowledgethe knowledge of the Company, threatened against or arising out of or related to an Employee Benefit Plan. (b) With with respect to each Employee Benefit Plan, any Plan (other than claims for benefits in the Company has made available to Buyer true and complete copies of (iordinary course) all plan documents, including all amendments thereto, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, and (v) any related trust or funding agreement. (c) Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledgethe knowledge of the Company, no fact or event has occurred exists that could reasonably be expected give rise to cause the loss of any such qualificationaction. (diii) Except as set forth in Section 6.12(d) of the Company Disclosure Letter, none of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Each Plan that is a “welfare benefit nonqualified deferred compensation plan” within the meaning of Section 3(1409A(d)(1) (“Nonqualified Deferred Compensation Plan”) and subject to Code Section 409A has been operated since January 1, 2005 based upon a good faith, reasonable interpretation of ERISA Code Section 409A and Internal Revenue Service Notice 2005-1. No Plan that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated by this Agreement by any employee, officer, director or other service provider of the Company or any of its Subsidiaries who is a “disqualified individualNonqualified Deferred Compensation Plan” that is not subject to Code Section 409A has been materially modified (as such term is defined in Treasury Regulation Section 1.280G-1determined under Notice 2005-1) could reasonably after October 3, 2004. No stock option granted under any Plan has an exercise price that has been or may be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) less than the fair market value of the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties underlying stock as of the Company with respect to date such option was granted or has any matters relating to any Employee Benefit Planfeature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option.

Employee Benefits. (a) Section 6.12(a3.15(a) of the Company Disclosure Letter sets forth as of the date of this Agreement contains a true, correct and complete list of each material Employee Benefit Plan. Each Employee Benefit Plan has been established(i) employment, bonus, deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation right or other equity-based incentive, retention, severance, change-in-control, or termination pay plan or arrangement, medical, disability, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or other retirement, vacation, or sick leave program, agreement or arrangement, and (ii) other employee benefit plan, program, agreement or arrangement, in either case, which is sponsored, maintained and administered in accordance with or contributed to or required to be contributed to by the Company or any of its terms and complies in form and operation Subsidiaries, or by any trade or business, whether or not incorporated, that together with the applicable requirements Company or any of ERISA, its Subsidiaries would be deemed a “single employer” within the meaning of Section 414 of the Code and other (an “ERISA Affiliate”), for the benefit of any current or former employee, independent contractor or director of the Company, or any of its Subsidiaries or any ERISA Affiliate (the “Company Plans”). Except as required by applicable LawsLaw, and other than routine claims for benefitsnone of the Company, there is no claim any of its Subsidiaries nor any ERISA Affiliate has any formal plan or lawsuit pending orcommitment, whether legally binding or not, to Sellers’ Knowledge, threatened against create any additional Company Plan or arising out of modify or related to an Employee Benefit change any existing Company Plan. (b) With respect to each Employee Benefit Company Plan, the Company has heretofore made available to Buyer true Parent true, correct and complete copies of (i) all plan documents, including all each such Company Plan and any amendments thereto, and to the extent applicable, any related trust or other funding vehicle, the latest version of any annual report on Form 5500 filed with the IRS with respect to each Company Plan (iiif any such report was required) with all summary plan descriptions, (iii) required attachments and the most recent annual report summary plan description (Form 5500 seriesif required) filed and summaries of material modification with the Internal Revenue Servicerespect to any Company Plan for which a summary plan description is required, if applicable, (iv) and the most recent determination or opinion letterletter received from the IRS with respect to each Company Plan intended to qualify under Section 401 of the Code. With respect to the Company Plans, if any, issued by there has been no event that would increase materially the Internal Revenue Service, and (v) any related trust or funding agreementexpense of maintaining such Company Plans over the cost of doing so for the most recently completed plan year. (c) Neither the Company, any of its Subsidiaries nor any of their ERISA Affiliates has any liability under Title IV of ERISA. (d) Each Employee Benefit Company Plan has been operated and administered in all material respects in accordance with its terms and applicable Law. No event has occurred with respect to any Company Plan that is would reasonably be expected to result in payment or assessment by or against the Company or any of its Subsidiaries or ERISA Affiliates of any material Taxes under Sections 4972, 4975, 4976, 4977, 4979, 4980B, 4980D, 4980E or 5000 of the Code. (e) Each Company Plan intended to qualify under be “qualified” within the meaning of Section 401(a) of the Code has received a favorable IRS determination letter from with respect to such qualification and the Internal Revenue Service as to Tax-exempt status of its qualified status or may rely on a prototype opinion letter from the Internal Revenue Servicerelated trust, or has timely filed or has time remaining in and no circumstances exist which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has occurred that could reasonably be expected to cause result in material liability to the loss Company or its Subsidiaries in respect of such qualificationqualified status. (df) Except as set forth There are no pending or, to the Knowledge of the Company, threatened, Actions or audits involving any Company Plan or by any current or former employee, independent contractor or director against the Company or any of its Subsidiaries, other than routine claims for benefits. (g) Neither the Company nor any of its Subsidiaries has any Liability in Section 6.12(d) respect of post-retirement health, medical or life insurance benefits for former or current officers, employees, independent contractors or directors of the Company Disclosure Letteror any of its Subsidiaries, none other than as required by Section 4980B of the Code or Part 6 of Title I of ERISA. (h) The consummation of the Merger will not (either alone or together with any other event) cause or result in 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 contributes or trigger any payment of funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation pursuant to, any Company Plan or hasany collective bargaining agreement, and no such amount or benefit will constitute an “excess parachute payment” within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Planmeaning of Section 280G of the Code. (ei) Except Each grant of a Company Stock Option was duly authorized no later than the Grant Date by all necessary corporate action, including, as set forth in Section 6.12(e) applicable, approval by the Board of Directors of the Company Disclosure Letter(or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, there is no Employee Benefit and the award agreement governing such grant (if any) was documented in writing. Each such grant of a Company Stock Option was made in material compliance with the terms of the applicable Incentive Plan. The per share exercise price of each Company Stock Option was equal to or greater than the fair market value (as defined in the Company’s 1998 Stock Incentive Plan or the Company’s 2005 Stock Incentive Plan, as applicable) of a share of Company Common Stock on the applicable Grant Dates. (j) Each Company Plan that is constitutes a “welfare benefit non-qualified deferred compensation plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B 409A of the Code or any similar state Lawcomplies in form and operation with Section 409A of the Code, except as could not reasonably be expected to result in material liability. (fk) As Section 3.15(k) of the Closing, no amount Company Disclosure Letter lists each “multiemployer plan” (as defined in Section 3(37) of ERISA) that will be received as a result the Company or any of its Subsidiaries participates in or in connection with contributes to for the consummation benefit of the transactions contemplated by this Agreement by any employee, officer, director employees or other service provider former employees of the Company or any of its Subsidiaries who is (each, a “disqualified individual” (as such term Company Multiemployer Plan”). Neither the Company nor any of its Subsidiaries nor any of their ERISA Affiliates has completely or partially withdrawn from any Company Multiemployer Plan. No withdrawal liability to any Company Multiemployer Plan has been or is defined in Treasury Regulation Section 1.280G-1) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company incurred with respect to any matters relating to Company Multiemployer Plan by the Company or any Employee Benefit Planof its Subsidiaries or any of their ERISA Affiliates.

Employee Benefits. (a) Section 6.12(a3.09(a) of the Company Disclosure Letter sets forth a complete and accurate list, as of the date of this Agreement a list Agreement, of each material Employee Benefit Plan. Each Employee Company Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee each material Company Benefit PlanAgreement. (b) With respect to each Employee material Company Benefit PlanPlan and material Company Benefit Agreement, the Company has made available to Buyer true Parent, to the extent applicable, complete and complete accurate copies of (i) all the plan documentsdocument (or, if such arrangement is not in writing, a written description of the material terms thereof), including all amendments theretoany amendment thereto and any summary plan description thereof, (ii) all summary plan descriptionseach trust, insurance, annuity or other funding Contract related thereto, (iii) the two (2) most recent audited financial statement and actuarial or other valuation report prepared with respect thereto, (iv) the two (2) most recent annual report (on Form 5500 series) required to be filed with the Internal Revenue ServiceService (the “IRS”) with respect thereto and (v) the most recently received IRS determination letter or, if applicable, current IRS opinion or advisory letter (iv) as to qualified plan status). No Company Benefit Plan or Company Benefit Agreement is maintained outside the most recent determination jurisdiction of the United States, or opinion letter, if any, issued by covers any Company Personnel residing or working outside of the Internal Revenue Service, and (v) any related trust or funding agreementUnited States. (c) Each Employee Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) each Company Benefit Plan and each Company Benefit Agreement has been maintained in compliance with its terms and with the requirements prescribed by ERISA, the Code and all other applicable Laws, (ii) there are no pending or, to the Knowledge of the Company, threatened proceedings or claims against any Company Benefit Plan or Company Benefit Agreement or any fiduciary thereof, or the Company or any Company Subsidiary with respect to any Company Benefit Plan or Company Benefit Agreement and (iii) all contributions, reimbursements, premium payments and other payments required to be made by the Company or any Company Commonly Controlled Entity to any Company Benefit Plan have been made on or before their applicable due dates. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any Company Commonly Controlled Entity has engaged in, and to the Knowledge of the Company, there has not been, any non-exempt transaction prohibited by ERISA or by Section 4975 of the Code with respect to any Company Benefit Plan or Company Benefit Agreement or their related trusts that would reasonably be expected to result in a liability of the Company or a Company Commonly Controlled Entity. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Company Benefit Plan or Company Benefit Agreement is intended under audit or is the subject of an administrative proceeding by the IRS, the Department of Labor, or any other Governmental Entity, nor is any such audit or other administrative proceeding, to qualify under the Knowledge of the Company, threatened. (d) Section 401(a3.09(d) of the Code Company Disclosure Letter sets forth each Company Benefit Plan and Company Benefit Agreement that is subject to Section 302 or Title IV of ERISA or Section 412, 430 or 4971 of the Code. No Company Benefit Plan or Company Benefit Agreement is a multiemployer plan, as defined in Section 3(37) of ERISA, and neither the Company nor any Company Commonly Controlled Entity has received contributed to or been obligated to contribute to any such plan within the six years preceding this Agreement. Except for matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a favorable determination letter from Company Material Adverse Effect, neither the Internal Revenue Service Company nor any Company Commonly Controlled Entity has incurred any Controlled Group Liability (as to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, or defined below) that has timely filed or has time remaining not been satisfied in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has occurred full nor do any circumstances exist that could reasonably be expected to cause give rise to any Controlled Group Liability (except for the loss payment of such qualification. premiums to the Pension Benefit Guaranty Corporation). For the purposes of this Agreement, “Controlled Group Liability” means any and all liabilities (di) Except as set forth in under Title IV of ERISA, (ii) under Section 6.12(d302 of ERISA, (iii) under Sections 412, 430 and 4971 of the Company Disclosure Letter, none Code or (iv) as a result of the Company or any failure to comply with the continuation of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning coverage requirements of Section 3(1) 601 et seq. of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to and Section 4980B of the Code or any similar state LawCode. (f) As of the Closing, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated by this Agreement by any employee, officer, 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) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company with respect to any matters relating to any Employee Benefit Plan

Employee Benefits. (a) Section 6.12(a) 3.10.1 Schedule 3.10.1 of the Company Disclosure Letter sets forth contains a true and complete list, as of the date of this Agreement a list Agreement, of each material Employee Benefit Company Plan. Each Employee Benefit For purposes of this Agreement, each plan, program, policy, agreement or arrangement described in clauses (ii) and (iii) of the definition of Company Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, shall be deemed to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit be a material Company Plan. (b) . With respect to each Employee Benefit material Company Plan, the Company has made available to Buyer Parent true and complete copies (to the extent applicable) of (i) all the plan documentsdocument or a written description thereof (or, if appropriate, a form thereof), including all any amendments thereto, other than any document that the Company or any of its Subsidiaries is prohibited from making available to Parent as the result of applicable Law relating to the safeguarding of data privacy, (ii) all summary plan descriptionsthe most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent annual report (Form 5500 series) filed with IRS determination or opinion letter received by the Internal Revenue Service, if applicableCompany, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Servicesummary plan description, and (v) any related each insurance contract, trust agreement or other funding agreementvehicle. (c) 3.10.2 Each Employee Benefit Company Plan has been established, maintained, funded and administered in compliance with its terms and applicable Laws, including ERISA and the Code, as applicable, other than instances of noncompliance that is would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Company Plan intended to qualify under be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as IRS or is entitled to its qualified status rely upon a favorable opinion issued by the IRS, and to the Knowledge of the Company, there are no existing circumstances or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has any events that have occurred that could reasonably be expected to cause the loss of any such qualificationqualified status of any such Company Plan. There are no pending, or, to the Knowledge of the Company, threatened claims (other than routine claims for benefits) by, on behalf of or against any Company Plan or any trust related thereto which could reasonably be expected to result in any material liability to the Company or its Subsidiaries taken as a whole and, as of the date of this Agreement, no audit by a Governmental Authority is pending, or to the Knowledge of the Company, threatened with respect to any Company Plan. 3.10.3 Neither the Company nor any Commonly Controlled Entity has any material liability (dcontingent or otherwise) Except with respect to any (i) pension plan that is subject to Title IV of ERISA or Section 412 of the Code or (ii) a “multiemployer plan” (as set forth defined in Sections 3(37) or 4001(a)(3) of ERISA), (iii) a multiple employer plan within the meaning of Section 6.12(d413(c) of the Code, (iv) a multiple employer welfare arrangement as defined in Section 3(40) of ERISA. 3.10.4 No Company Disclosure LetterPlan provides benefits coverage in the nature of health, none life or disability benefits following retirement or other termination of employment, other than benefits coverage required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the Code, or any other applicable Law (and in each case, only to the extent required by such Law), conversion privileges under insurance policies or continuation of benefits coverage for any employee and his or her eligible beneficiaries through the last day of the calendar month in which the employee’s date of termination of employment occurs. 3.10.5 Except as contemplated by this Agreement, the consummation of the Transactions will not, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or increase the amount of compensation due to any current or former director, officer, consultant or employee of the Company or any of its Subsidiaries contributes tounder any Company Plan, (ii) cause the Company to transfer or has, within the past six years, contributed set aside any assets to or had fund any obligation to contribute to benefits under any Employee Benefit Plan that is a Title IV Company Plan or Multiemployer Plan. (eiii) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree limit or post-employment benefits to any Property Employees or to the employees of any of restrict the Company’ ERISA Affiliates, ’s right to amend or terminate any Company Plan on or following the Effective Time (other than pursuant to Section 4980B of the Code Company Plans that are terminable on less than 90 days’ notice without material penalty). No payment or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated deemed payment by this Agreement by any employee, officer, director or other service provider of the Company or any of its Subsidiaries who is Company Subsidiary will be made as a “disqualified individual” result (as such term is defined alone or in Treasury Regulation Section 1.280G-1) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1combination with any other event) of the execution, delivery and performance of this Agreement by the Company, or the consummation by the Company of the Transactions, that would not be deductible pursuant to Section 280G of the Code). (g) This 3.10.6 Neither the Company nor any of its subsidiaries is party to, or is otherwise obligated under, any plan, policy, agreement or arrangement that provides for the gross-up or reimbursement of Taxes imposed under Section 6.12 constitutes the sole and exclusive representations and warranties 409A or 4999 of the Company with respect to any matters relating to any Employee Benefit PlanCode.

Employee Benefits. (a) Section 6.12(a2.22(a) of the Company Disclosure Letter sets forth as of the date of this Agreement Schedule contains a complete and accurate list of each all Company Plans. Complete and accurate copies of (i) all Company Plans which have been reduced to writing, together with all amendments thereto (ii) written summaries of all unwritten Company Plans, (iii) all related trust agreements, insurance contracts, summary plan descriptions and material Employee Benefit Planemployee communications, (iv) all employee handbooks, employment manuals and policies, and (v) all annual reports filed on IRS Form 5500 series (including all schedules, financial statements and any other attachments thereto) have been delivered to the Buyer. All Company Plans comply (and at all times have complied) with applicable California law, to the extent not preempted by ERISA, the Code or other federal law. (b) Each Employee Benefit Company Plan has been established, maintained and administered in accordance with its terms and complies each of the Company, the Subsidiaries and the ERISA Affiliates has met its obligations with respect to each Company Plan and has timely made all required contributions thereto. The Company, each ERISA Affiliate and each Company Plan are in form and operation compliance with the currently applicable requirements provisions of ERISA, ERISA and the Code and other applicable Lawsthe regulations thereunder (including Section 4980B of the Code, Subtitle K, Chapter 100 of the Code and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out Sections 601 through 608 and Section 701 et seq. of or related to an Employee Benefit Plan. (b) With respect ERISA). All filings and reports as to each Employee Benefit Plan, the Company has made available Plan required to Buyer true and complete copies of (i) all plan documents, including all amendments thereto, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with have been submitted to the Internal Revenue Service, if applicable, (iv) Service or to the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, and (v) any related trust or funding agreementUnited States Department of Labor have been timely submitted. (c) Each Employee Benefit There are no Legal Proceedings (except claims for benefits payable in the normal operation of the Company Plans and proceedings with respect to qualified domestic relations orders) against or involving any Company Plan or asserting any rights or claims to benefits under any Company Plan that could give rise to any liability. No Company Plan is or within the last three calendar years has been the subject of, or has received notice that it is the subject of, examination by a government agency or a participant in a government sponsored amnesty, voluntary compliance or similar program. (d) All the Company Plans that are intended to qualify be qualified under Section 401(a) of the Code has have received a favorable determination letter letters from the Internal Revenue Service as to its the effect that such Company Plans are qualified status or may rely and the plans and the trusts related thereto are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, or, if reliance is permitted under IRS Announcement 2001-77, the Company relies on a prototype the favorable opinion letter from or advisory letter of the Internal Revenue Servicemaster and prototype or volume submitter plan sponsor of such Company Plan, no such determination letter or opinion or advisory letter has been revoked and revocation has not been threatened, and no such Company Plan has been amended since the date of its most recent determination letter, opinion or advisory letter, or application therefor in any respect, and no act or omission has timely filed occurred, that would adversely affect its qualification or increase its cost. There has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, been no fact termination or event has occurred that could reasonably be expected to cause the loss partial termination of such qualification. (da Company Plan. Each Company Plan that is required to satisfy Section 401(k)(3) Except as set forth in or Section 6.12(d401(m)(2) of the Company Disclosure LetterCode has been tested for compliance with, none and satisfies the requirements of Section 401(k)(3) and Section 401(m)(2) of the Company or any of its Subsidiaries contributes to, or has, within Code for each plan year ending prior to the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer PlanClosing Date. (e) Except as set forth in Section 6.12(e) of Neither the Company Disclosure LetterCompany, there is no any Subsidiary nor any ERISA Affiliate has ever maintained or contributed to an Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant subject to Section 4980B 412 of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated by this Agreement by any employee, officer, 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) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company with respect to any matters relating to any Employee Benefit PlanTitle IV of

Employee Benefits. (a) Section 6.12(a3.10(a) of the Company Disclosure Letter sets forth contains a true and complete list, as of the date of this Agreement a list Agreement, of each material Employee Benefit Company Plan. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit material Company Plan, the Company has made available to Buyer Parent true and complete copies (to the extent applicable) of (i) all the current plan documentsdocument or a written description thereof (or, if appropriate, a form thereof), including all any amendments thereto, (ii) the most recent annual report on Form 5500 filed with the IRS (and all summary plan descriptionsschedules and attachments thereto) and the most recent actuarial valuation or similar report, (iii) the most recent annual report (Form 5500 series) filed with determination, advisory or opinion letter received from the Internal Revenue Service, if applicableIRS, (iv) all material non-routine correspondence with any Governmental Authority in the most recent determination or opinion letter, if any, issued by the Internal Revenue Servicepast two years, and (v) any related trust each insurance or group annuity contract or other funding agreementvehicle. (cb) Each Employee Benefit Company Plan is and has been administered, established, maintained, and funded, in form and operation, in compliance with its terms and applicable Laws, including ERISA and the Code, as applicable, other than instances of noncompliance that is would not, individually or in the aggregate, have a Material Adverse Effect. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no event has occurred and, no condition exists with respect to any Company Plan, that has subjected, or would reasonably be expected to subject, the Company or any of its Subsidiaries to any Tax, fine, lien, penalty or other liability or obligation imposed by ERISA, the Code or any other applicable Law (including under Section 4980B, 4980D, 4980H, 6721 or 6722 of the Code). Each Company Plan intended to qualify under be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as IRS or is entitled to its qualified status rely upon a favorable opinion issued by the IRS, and to the Knowledge of the Company, there are no circumstances or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has any events that have occurred that could reasonably be expected to cause the loss of any such qualificationqualification status. There are no pending, or to the Knowledge of the Company, threatened claims (other than routine claims for benefits), actions, suits, proceedings, investigations, litigations, inquiries, or other disputes by, on behalf of, against, or relating to any Company Plan or any trust related thereto, except as would not, individually or in the aggregate, have a Material Adverse Effect, and no material audit, examination, investigation or other proceeding by a Governmental Authority is pending, or to the Knowledge of the Company, threatened with respect to any Company Plan. (c) No Company Plan is, and neither the Company, nor any Commonly Controlled Entity maintains, sponsors or contributes to, or has in the past six years maintained, sponsored or contributed to, or otherwise has any current or contingent liability or obligation (including on account of any Commonly Controlled Entity) under or with respect to, any (i) pension plan that is or was subject to Title IV of ERISA or Section 412 of the Code, (ii) “multiple employer plan” (as defined in Section 210 of ERISA or Section 413(c) of the Code), (iii) “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or (iv) “multiemployer plan” (as defined in Section 3(37) or 4001(a)(3) of ERISA). (d) Except as set forth No Company Plan provides, and neither the Company nor any of its Subsidiaries is obligated to provide, benefits or coverage in the nature of health, life or disability insurance following retirement, employment, ownership, or service other than benefits or coverage required to be provided under Part 6 of Title I of ERISA or Section 6.12(d4980(B)(f) of the Company Disclosure LetterCode or any other applicable Law or the full cost of which is borne by the recipient. (e) Neither the execution nor delivery of this Agreement, none nor the consummation of the Merger Transactions, either alone or in combination with another event could, directly or indirectly, (i) entitle any current or former director, officer, employee or individual independent contractor of the Company or any of its Subsidiaries contributes to(or any dependent or beneficiary thereof) to any payment (whether in cash, property or the vesting of property) or benefit, (ii) accelerate the time of payment, funding or vesting, or hasincrease the amount, within the past six years, contributed to of any compensation or had any obligation to contribute benefit due to any Employee Benefit Plan that is a Title IV such Person under any Company Plan or Multiemployer Plan. otherwise, (eiii) Except as set forth in Section 6.12(e) of cause the Company Disclosure Letterto transfer or set aside any assets to fund any compensation or benefit under any Company Plan or otherwise, there is no Employee Benefit (iv) limit or restrict the right to amend, terminate or transfer the assets of any Company Plan that is a or (v) result in any payment or benefit that, individually or in combination with any other payment or benefit, could constitute an “welfare benefit planexcess parachute payment” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any 280G of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state LawCode. (f) As Each Company Plan that constitutes in any part a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the ClosingCode and applicable regulations) subject to Section 409A of the Code has been established, operated and administered in all material respects with Section 409A of the Code, and no amount that will be received as a result of under any such Company Plan is or in connection with the consummation has been, or is reasonably expected to be, subject to Tax under Section 409A of the transactions contemplated by this Agreement by any employee, officer, director or other service provider of Code. (g) Neither the Company or nor any of its Subsidiaries who is has any obligation (whether fixed or contingent) to gross-up, make-whole, indemnify or otherwise reimburse any Person with respect to any Tax, including under Section 409A or 4999 of the Code. (h) Except as would not, individually or in the aggregate, have a Material Adverse Effect, there have been no nonexempt “disqualified individualprohibited transactions” (as such term is defined in Treasury Regulation Section 1.280G-1) could reasonably be expected to be an “excess parachute payment” 406 of ERISA or Section 4975 of the Code or breaches of fiduciary duty (as defined in Section 280G(b)(1determined under ERISA) of the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company with respect to any matters relating to any Employee Benefit Company Plan.

Employee Benefits. (a) Section 6.12(a3.11(a) of the Company Disclosure Letter sets forth Schedule contains a true, correct and complete list, as of the date of this Agreement a list Agreement, of each material Employee Benefit Company Plan. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit material Company Plan, the Company has made available to Buyer true Parent true, correct and complete copies (to the extent applicable) of (i) all the plan documentsdocument, including all any amendments thereto, other than any portion of a document that the Company or any of its Subsidiaries is prohibited from making available to Parent as the result of applicable Law relating to the safeguarding of data privacy, (ii) all the most recent summary plan descriptionsdescription and summary of material modifications, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicableeach insurance or group annuity contract or other funding vehicle, (iv) the most recent determination financial statements and actuarial or opinion letterother valuation reports prepared with respect thereto, if any, issued by (v) the Internal Revenue Servicemost recently filed annual reports on IRS Form 5500, and (vvi) any related trust or funding agreementthe most recently received IRS determination letter. (cb) Each Employee Benefit Company Plan has been administered in compliance with its terms and applicable Laws, other than instances of noncompliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Company Pension Plan that, as of the date of this Agreement, is intended to qualify under be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as IRS or is entitled to its qualified status or may rely on upon a prototype favorable opinion letter from issued by the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue ServiceIRS, and, to Sellers’ Knowledgethe Knowledge of the Company, there are no fact existing circumstances or event has any events that have occurred that could reasonably be expected to cause the loss of any such qualificationqualification status of any such Company Pension Plan. (c) Neither the Company nor any ERISA Affiliate maintains, contributes to, or sponsors (or has in the past six years maintained, contributed to, or sponsored) a multiemployer plan as defined in Section 3(37) of ERISA or a plan subject to Title IV or Section 302 of ERISA or Section 412 of the Code. No material liability under Title IV or Section 302 of ERISA or Section 412 of the Code has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full. No condition exists that presents a risk to the Company or any ERISA Affiliate of incurring such liability, other than liability for premiums due to the Pension Benefit Guaranty Corporation (which premiums have been paid when due) and other than liabilities as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Except as set forth in Section 6.12(drequired under applicable Law or where the full cost of such benefits is borne by the current or former employee (or any of their beneficiaries), no Company Plan provides health, medical or other welfare benefits following retirement or other termination of employment. (e) The consummation of the Company Disclosure LetterTransactions will not, none either alone or in combination with another event, (i) accelerate the time of payment or vesting, or increase the amount of compensation due to any director, officer or employee of the Company or any of its Subsidiaries contributes to(whether by virtue of any termination, severance, change of control or hassimilar benefit or otherwise), within (ii) cause the past six years, contributed Company to transfer or had set aside any obligation assets to contribute to fund any Employee Benefit Plan that is a Title IV benefits under any Company Plan or Multiemployer Plan. (eiii) Except as set forth in Section 6.12(e) of limit or restrict the Company Disclosure Letterright to amend, there is no Employee Benefit Plan that is a “welfare benefit plan” within terminate or transfer the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees assets of any of Company Plan on or following the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state LawFinal Effective Time. (f) As Prior to the date of this Agreement, the Company has delivered or made available to Parent a report that sets forth the Company’s good faith estimate, as of the Closingdate of such report, no of (i) the amount that will to be received paid under all Company Plans (or the amount by which any benefits may be accelerated or increased) as a result of the occurrence of the Transactions, either alone or in connection combination with another event (subject to the consummation of exceptions described in such report and based upon the transactions contemplated by this Agreement by assumptions described in such report) to any employee, officer, director or other service provider of the Company or any of its Subsidiaries who is a “disqualified individualindividuals” (as such term defined for purposes of Section 280G of the Code) with respect to the Company who (x) are employed primarily in the U.S. or is defined in Treasury Regulation Section 1.280G-1a U.S. taxpayer and (y) could reasonably be expected to be an “receive any excess parachute payment, and (ii) whether such payments would reasonably be expected to constitute a “parachute” (as defined in Section 280G(b)(1) payment under Sections 280G and 4999 of the Code). (g) This Section 6.12 constitutes . No Company Plan provides for the sole and exclusive representations and warranties gross-up of any taxes imposed under Sections 4999 or 409A of the Company with respect to any matters relating to any Employee Benefit PlanCode.

Employee Benefits. (a) Section 6.12(aSchedule 4.20(a) of the Company Disclosure Letter sets forth as of the date of this Agreement a correct and complete list of each all material Employee Benefit PlanPlans. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit material Plan, the Company has made available to Buyer Parent or its counsel a true and complete copies of copy, to the extent applicable, of: (i) each writing constituting a part of such Plan and all amendments thereto, including all plan documents, including all amendments theretomaterial employee communications, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; (ii) all summary plan descriptions, the three (3) most recent annual reports on Form 5500 and accompanying schedules; (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, current summary plan description and any material modifications thereto; (iv) the most recent annual financial and actuarial reports; (v) the most recent determination or opinion letter, if any, issued advisory letter received by the Company Group from the Internal Revenue ServiceService regarding the tax-qualified status of such Plan and (vi) the three (3) most recent written results of all required compliance testing. (b) No Plan is (i) subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code or (ii) a “multiemployer plan” (as defined in Section 3(37) of ERISA). The Company, or any ERISA Affiliate, has not withdrawn at any time since January 1, 2020 from any multiemployer plan or incurred any withdrawal liability which remains unsatisfied, and (v) no events have occurred and, to the Knowledge of the Company, no circumstances exist that could reasonably be expected to result in any related trust or funding agreementsuch liability to the Company Group. (c) Each Employee Benefit With respect to each Plan that is intended to qualify under Section 401(a) of the Code Code, such Plan, including its related trust, has received a favorable determination letter (or may rely upon opinion letters in the case of any prototype plans) from the Internal Revenue Service as that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, and nothing has occurred with respect to its qualified status the operation of any such Plan that could cause the loss of such qualification or may rely on a prototype opinion letter from exemption or the Internal Revenue Serviceimposition of any material liability, penalty or tax under ERISA or the Code. (d) There are no pending or, to the Knowledge of the Company, threatened Actions against or relating to the Plans, the assets of any of the trusts under such Plans or the Plan sponsor or the Plan administrator, or against any fiduciary of any Plan with respect to the operation of such Plan (other than routine benefits claims). No Plan is presently under audit or examination (nor has timely filed written notice been received of a potential audit or examination) by any Authority. (e) Each Plan has time remaining been established, administered and funded in which to file an application for such determination from accordance with its terms and in compliance in all material respects with the Internal Revenue Serviceapplicable provisions of ERISA, andthe Code and other applicable Laws. There is not now, to Sellers’ Knowledge, no fact or event has occurred nor do any circumstances exist that could reasonably be expected to cause give rise to, any requirement for the loss posting of such qualificationsecurity with respect to a Plan or the imposition of any lien on the assets of the Company Group under ERISA or the Code. All premiums due or payable with respect to insurance policies funding any Plan have been 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 Company Financial Statements. (df) Except None of the Plans provide retiree health or life insurance benefits, except as may be required by Section 4980B of the Code, Section 601 of ERISA or any other applicable Law. There has been no violation of the “continuation coverage requirement” of “group health plans” as set forth in Section 6.12(d) of the Company Disclosure Letter, none of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or and Part 6 of Subtitle B of Title I of ERISA with respect to any similar state LawPlan to which such continuation coverage requirements apply. (fg) As Neither the execution and delivery of the Closing, no amount that will be received as a result of or in connection with this Agreement nor the consummation of the transactions contemplated by this Agreement by hereby will (either alone or in combination with another event) (i) result in any employeepayment becoming due, officeror increase the amount of any compensation or benefits due, director to any current or other service provider former employee of the Company Group with respect to any Plan; (ii) increase any benefits otherwise payable under any Plan; (iii) result in the acceleration of the time of payment or vesting of any such compensation or benefits; or (iv) result in the payment of its Subsidiaries who is a “disqualified individual” (as any amount that would, individually or in combination with any other such term is defined in Treasury Regulation Section 1.280G-1) could reasonably be expected to payment, be an “excess parachute payment” within the meaning of Section 280G of the Code. No Person is entitled to receive any additional payment (including any tax gross-up or reimbursement) from the Company Group as a result of the imposition of the excise taxes required by Section 4999 or Section 409A of the Code. (h) Each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 280G(b)(1409A(d)(1) of the Code)) is in documentary compliance with, and has been administered in compliance with Section 409A of the Code and all applicable regulatory guidance (including, notices, rulings and proposed and final regulations) thereunder. (gi) This Section 6.12 constitutes Each Plan that is subject to the sole Patient Protection and exclusive representations Affordable Care Act, as amended by the Health Care and warranties Education Reconciliation Act of 2010 (the “Affordable Care Act”) has been established, maintained and administered in compliance with the requirements of the Company with respect Affordable Care Act, and no circumstances of noncompliance exist that could result in the imposition of any tax, penalty or fine thereunder. (j) All Plans subject to the laws of any matters relating jurisdiction outside of the United States (i) if they are intended to any Employee Benefit Planqualify for special tax treatment, meet all requirements for such treatment, and (ii) 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.

Employee Benefits. (a) Section 6.12(a4.13(a) of the Company Disclosure Letter Schedule sets forth as of the date of this Agreement a correct and complete list of each material Employee Benefit Plan. Each Employee Company Benefit Plan has been established, and separately identifies each material Company Benefit Plan that is maintained and administered in accordance with its terms and complies in form and operation with primarily for the applicable requirements benefit of ERISA, employees outside of the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit United States (a “Non-U.S. Company Plan”). (b) With respect to each Employee Company Benefit Plan, the Company has made available to Buyer true Parent, to the extent applicable, accurate and complete copies of (i) the Company Benefit Plan document, including, for the avoidance of doubt, any amendments or supplements thereto, and all plan related trust documents, insurance Contracts or other funding vehicle (or where no such copies are available, a reasonably detailed written description thereof), (ii) the most recently prepared actuarial report and (iii) all material correspondence to or from any Governmental Entity received since the Applicable Date with respect thereto. (c) Except as would not reasonably be expected to result in any material liability to the Company or any of its Subsidiaries: (i) each Company Benefit Plan (including any related trusts) has been established, operated and administered in compliance with its terms and applicable Laws, including ERISA and the Code, (ii) all amendments contributions or other amounts payable by the Company or any of its Subsidiaries with respect to each Company Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and (iii) there are no Proceedings (other than routine claims for benefits) pending or, to the Knowledge of the Company, threatened by a Governmental Entity by, on behalf of or against any Company Benefit Plan or any trust related thereto. (d) With respect to each ERISA Plan, the Company has made available to Parent, to the extent applicable, accurate and complete copies of (i) the most recent summary plan description together with any summaries of all material modifications and supplements thereto, (ii) all summary plan descriptions, the most recent IRS determination or opinion letter and (iii) the two most recent annual report reports (Form 5500 series) filed with or 990 series and, for the Internal Revenue Serviceavoidance of doubt, if applicable, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, all schedules and (v) any related trust or funding agreementfinancial statements attached thereto). (ce) Each Employee Benefit ERISA Plan that is intended to qualify be qualified under Section 401(a) of the Code has received is subject to a favorable determination determination, advisory or opinion letter issued from the Internal Revenue Service as IRS to the effect that such plan is so qualified and, to the Knowledge of the Company, nothing has occurred that would adversely affect the qualification or Tax exemption of any such ERISA Plan. With respect to any ERISA Plan, neither the Company nor any of its qualified status Subsidiaries has engaged in a transaction in connection with which the Company or may rely on any of its Subsidiaries reasonably could be subject to either a prototype opinion letter from civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Internal Revenue ServiceCode. (f) Neither the Company nor any Company ERISA Affiliate has in the last six years contributed (or has any obligation) to a plan that is subject to Section 412 of the Code or Section 302 or Title IV of ERISA. (g) Neither the Company nor any Company ERISA Affiliate has maintained, established, participated in or contributed to, or is or has been obligated to contribute to, or has timely filed otherwise incurred any obligation or has time remaining liability (including any contingent liability) under, any Multiemployer Plan in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has occurred that could reasonably be expected to cause the loss of such qualificationlast six years. (dh) No Company Benefit Plan is a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). (i) Except as set forth in Section 6.12(d) of the required by applicable Law, no Company Disclosure LetterBenefit Plan provides retiree or post-employment medical, disability, life insurance or other welfare benefits to any Person, and none of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had has any obligation to contribute to provide any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plansuch benefits. (ej) Except as set forth in Section 6.12(e) of the Each Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit nonqualified deferred compensation plan” (within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any 409A of the Company’ ERISA AffiliatesCode) is, other than pursuant to in all material respects, in documentary compliance with, and has been operated and administered in all material respects in compliance with, Section 4980B 409A of the Code or any similar state Lawand the guidance issued by the IRS provided thereunder. (fk) As Neither the execution and delivery of this Agreement, the Closing, no amount that will be received as a result receipt of or in connection with any approval of this Agreement nor the consummation of the transactions contemplated by this Agreement by could, either alone or in combination with another event, (i) entitle any current or former employee, officerdirector, director officer or other service provider independent contractor of the Company or any of its Subsidiaries who is a “disqualified individual” to severance pay or any material increase in severance pay, (as ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any such term is defined employee, director, officer or independent contractor, (iii) directly or indirectly cause the Company to transfer or set aside any assets to fund any material benefits under any Company Benefit Plan, (iv) otherwise give rise to any material obligation or liability under any Company Benefit Plan, (v) limit or restrict the right to merge, terminate, materially amend or otherwise modify or transfer the assets of any Company Benefit Plan on or following the Offer Acceptance Time or (vi) result in Treasury Regulation Section 1.280G-1) could reasonably be expected to be the payment of any amount that could, individually or in combination with any other such payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (gl) This Neither the Company nor any Subsidiary thereof has any obligation to provide, and no Company Benefit Plan or other agreement or arrangement provides any individual with the right to, a gross-up, indemnification, reimbursement or other payment for any excise or additional Taxes incurred pursuant to Section 6.12 constitutes 409A or Section 4999 of the sole Code or due to the failure of any payment to be deductible under Section 280G of the Code. (m) All Non-U.S. Company Plans comply with applicable local Law in all material respects, and exclusive representations all such plans that are intended to be funded and/or book-reserved are funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions. As of the date hereof, there is no pending or threatened material litigation relating to any Non-U.S. Company Plan. (n) All employees at the sales, management and warranties executive levels of the Company or any of its Subsidiaries are party to agreements with respect the Company or its Subsidiaries, as applicable, containing restrictive covenants, including non-competition and non-solicitation provisions, in each case, that are enforceable pursuant to their terms but subject in all respects to applicable Law. The Company has made available to Parent accurate and complete copies of any matters relating to any Employee Benefit Plansuch restrictive covenant agreements.

Employee Benefits. (ai) Section 6.12(a5.2(n)(i) of the Company Disclosure Letter sets forth Schedule lists each "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA), "employee welfare benefit plan" (as such term is defined in Section 3(1) of ERISA), severance agreement, change of control agreement, employment agreement, consulting agreement, collective bargaining agreement and other material fringe benefit, severance, medical, hospital, dental, life, disability, excess benefit, bonus, stock option, stock purchase, other incentive, tuition reimbursement, automobile use, club membership, top hat, deferred compensation plan, policy, program, or arrangement for the benefit of employees, former employees, directors, independent contractors, or any beneficiaries or dependents thereof, of the Company or any current Plan Affiliate, with respect to which the Company or any current Plan Affiliate has any liability (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted)(all such plans, policies, programs, agreements, or arrangements, other than the Company International Employee Plans, are referred to in this Agreement as "Company Scheduled Plans"). A "Plan Affiliate" is each entity which is or has ever been treated as a single employer with the Company pursuant to Section 4001, of ERISA or Section 414 of the Code. The Company has provided Parent with copies of all employee manuals of the Company and its Subsidiaries that include personnel policies applicable to any of their respective employees. (ii) The Company has made available to Parent a complete and accurate copy of each written Company Scheduled Plan, together with, if applicable, a copy of audited financial statements, actuarial reports and Form 5500 Annual Reports (including required schedules), if any, for the three (3) most recent plan years, the most recent IRS determination letter or IRS recognition of exemption; each other material letter, ruling or notice issued by a governmental body with respect to each such plan during the last three (3) years; a copy of each trust agreement, insurance contract or other funding vehicle, if any, with respect to each such plan; the current summary plan description and summary of material modifications thereto with respect to each such plan. Section 5.2(m) of the Company Disclosure Schedule contains a description of the material terms of any unwritten Company Scheduled Plan as understood by the Company as of the date of this Agreement Agreement. (iii) Except in the case of instances of non-compliance which would not, individually or in the aggregate, have a list of Material Adverse Effect on the Company, each material Employee Benefit Plan. Each Employee Benefit Company Scheduled Plan (1) has been established, maintained in compliance and administered in accordance with its terms and currently complies in form and in operation with the all applicable requirements of ERISA, ERISA and the Code and other applicable LawsCode, and any other than routine claims legal requirements; (2) has been and is operated and administered in compliance with its terms (except as otherwise required by law); (3) has been and is operated in compliance with applicable legal requirements in such a manner as to qualify, where intended by the Company for benefitsfederal income tax exclusions to its participants, there is no claim or lawsuit pending orfederally tax-exempt income for its funding vehicle, to Sellers’ Knowledge, threatened against or arising out and the allowance of or related to an Employee Benefit Plan. (b) With federal income tax deductions and credits with respect to each Employee Benefit Plan, the contributions thereto. Each Company has made available to Buyer true and complete copies of (i) all plan documents, including all amendments thereto, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, and (v) any related trust or funding agreement. (c) Each Employee Benefit Scheduled Plan that which is intended to qualify be qualified under Section 401(a) of the Code has received a favorable determination letter or recognition of exemption from the Internal Revenue Service as on which the Company on which the Company can rely. (iv) With respect to its qualified status each Company Scheduled Plan, there are no claims or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, andother proceedings pending or, to Sellers’ Knowledgethe Knowledge of the Company, no fact or event has occurred that threatened with respect to the assets thereof (other than routine claims for benefits). (v) Except as could not reasonably be expected to cause have, individually or in the loss aggregate, a Material Adverse Effect on the Company, with respect to each Company Scheduled Plan, no Person: (1) has entered into any "prohibited transaction," as such term is defined in ERISA or the Code and the regulations, administrative rulings and case law thereunder that is not otherwise exempt under Code Section 4975 or ERISA Section 408 (or any administrative class exemption issued thereunder); (2) has breached a fiduciary obligation or violated Sections 402, 403 405, 503, 510 or 511 of ERISA; (3) has any liability for any failure to act or comply in connection with the administration or investment of the assets of such qualification. plans; or (d4) Except engaged in any transaction or otherwise acted with respect to such plans in such a manner which could subject Parent, or any fiduciary or plan administrator or any other Person dealing with any such plan, to liability under Section 409 or 502 of ERISA or Sections 4972 or 4976 through 4980B of the Code. No Company Scheduled Plan is a "multi-employer plan" as set forth defined in Section 6.12(d) 4001 of the Company Disclosure LetterERISA, none of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit "multi-employer plan” " within the meaning of Section 3(13(37) of ERISA, a "multiple employer plan" within the meaning of Section 413(c) of the Code, a "multiple employer welfare arrangement" within the meaning of Section 3(40) of ERISA or a plan that provides retiree or post-employment benefits is subject to any Property Employees or to the employees Title IV of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state LawERISA. (fvi) As No Company Scheduled Plan provides retiree health coverage to any person for any reason, except as may be required by COBRA or applicable state insurance laws, and neither the Company nor any Plan Affiliate has any liability (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted) to any current or former employee, consultant or director (either individually or as a group) to provide retiree health coverage, except to the extent required by applicable continuation coverage statutes. (vii) Except in the case of instances of non-compliance which would not, individually or in the aggregate, have a Material Adverse Effect on the Company: (1) each Company Scheduled Plan that as to which the Company or any Plan Affiliate will or may have any liability, for the benefit of the ClosingCompany Employees who perform services outside the United States (the "Company International Employee Plans") has been established, maintained and administered in compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such Company International Employee Plan; and (2) no amount that Company International Employee Plan has unfunded liabilities, that, as of the Effective Time, will not be received offset by insurance or fully accrued. (viii) Neither the Company nor any current Plan Affiliate has any liability (including, but not limited to, any contingent liability) with respect to any plan subject to Title IV of ERISA or Section 412 of the Code, or any plan maintained by any former Plan Affiliate. (ix) Other than as a result of the provisions of this Agreement or in connection with by reason of actions taken following the Closing, the consummation of the transactions contemplated by this Agreement by will not, under any employeeCompany Scheduled Plan, officer, director (1) entitle any current or other service provider former employee of the Company to severance pay, unemployment compensation or any other payment, (2) accelerate the time of its Subsidiaries who is payment or vesting of any payment (other than for a “disqualified individual” terminated or frozen tax-qualified plan, pursuant to a requirement herein to freeze or terminate such plan), cause the forgiveness of any indebtedness, or increase the amount of any compensation due to any such employee or former employee, (as such term is defined 3) result in Treasury Regulation Section 1.280G-1) could reasonably be expected to be an “excess parachute payment” (as defined any prohibited transaction described in Section 280G(b)(1406 of ERISA or Section 4975 of the Code for which an exemption is not available, or (4) give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company with respect to any matters relating to any Employee Benefit Plan

Employee Benefits. (a) Schedule 3.17 contains a list of (i) each “employee pension benefit plan” (as defined in Section 6.12(a3(2) of ERISA), “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), each other plan relating to stock options, incentive compensation, deferred compensation, medical, life insurance, retiree medical, bonus or severance benefits and each benefit plan providing benefits to Business Employees located outside of the Company Disclosure Letter sets forth United States, in each case limited to benefit plans currently maintained, contributed to or required to be contributed to by either Seller or any of its affiliates on behalf of Business Employees (all the foregoing being herein called “Seller Benefit Plans”) and (ii) each “multiemployer plan” as defined in Section 4001(a)(3) of ERISA currently contributed to or required to be contributed to or to which any Seller has liability (contingent or otherwise) during the six (6) years preceding the date of this Agreement a list by either Seller or any of its affiliates on behalf of Business Employees (“Seller Multiemployer Plans”). GP has made available to Purchaser copies of (A) each material Employee Seller Benefit Plan, (B) the most recent summary plan description (or similar document) for each Seller Benefit Plan, or (C) all amendments to each Seller Benefit Plan. Each Employee of the Seller Benefit Plan Plans has been establishedmaintained, maintained funded and administered in accordance material compliance with its terms, the terms of any applicable collective bargaining agreement and complies in form and operation with the applicable requirements provisions of ERISA, the Code and other applicable Lawslaws, rules and other than routine claims for benefits, there is no claim regulations whether foreign or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit Plan, the Company has made available to Buyer true and complete copies of (i) all plan documents, including all amendments thereto, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, and (v) any related trust or funding agreement. (c) domestic. Each Employee Seller Benefit Plan that is intended to qualify meet the requirements of a “qualified plan” under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has occurred that could reasonably be expected to cause the loss of such qualification. (d) Except as set IRS. Schedule 3.17 separately sets forth in Section 6.12(d) of the Company Disclosure Letter, none of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee each Seller Benefit Plan that is a Title IV Plan which Purchaser or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than its affiliates will assume pursuant to Section 4980B this Agreement, the Human Resources Agreement or by operation of the Code or any similar state Law. law (f) As of the Closing, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated by this Agreement by any employee, officer, 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) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company with respect to any matters relating to any Employee Benefit Planeach an

Employee Benefits. (a) Section 6.12(a(8)(a) of the Company Disclosure Letter sets forth an accurate and complete list as of the date of this Agreement a list hereof of each material Employee Benefit Plan. Each Employee Benefit Company Plan has been established(and separately identifies any material Company Plan maintained outside of the United States), maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and except for any employment or consulting agreement for an employee whose annual base compensation is less than $350,000 that does not provide for any severance or other applicable Laws, and other than routine claims for post-employment compensation or benefits, there is no claim or lawsuit pending orretention, to Sellers’ Knowledge“change in control”, threatened against transaction bonus or arising out of similar payments or related to an Employee Benefit Planbenefits. (b) With respect to each Employee Benefit Planmaterial Company Plan listed on Section (8)(a) of the Company Disclosure Letter, the Company has made available to Buyer true the Parent, to the extent applicable, accurate and complete copies of (i) the Company Plan document, including any amendments thereto, and all plan related trust documents, including all amendments theretoinsurance Contracts or other funding vehicles as in effect on the date hereof, (ii) all summary a written description of such Company Plan as in effect on the date hereof if such plan descriptionsis not set forth in a written document, (iii) the most recent annual report recently prepared actuarial report, and (Form 5500 seriesiv) filed any material correspondence to or from any Governmental Entity received since January 1, 2013 through the date hereof with respect to any Company Plan, or for Company Plans maintained primarily for the Internal Revenue Servicebenefit of employees outside of the United States, if relating to any material compliance issues with respect to, or the funded status of, the Company Plan. (c) Except as would not reasonably be expected to result in any material liability to the Company and its Subsidiaries (taken as a whole), since the Applicable Date, (i) each Company Plan (including any related trusts) has been established, operated and administered in material compliance with its terms and Law, including, without limitation, ERISA and the Code, and (ii) there are no pending or, to the Company’s Knowledge, threatened Actions (other than routine claims for benefits) or proceedings by a Governmental Entity by, on behalf of or with respect to any Company Plan. (d) With respect to each material ERISA Plan listed on Section (8)(a) of the Company Disclosure Letter, the Company has made available to the Parent, to the extent applicable, accurate and complete copies as of the date of this Agreement of (ivi) the most recent summary plan description together with any summaries of all material modifications thereto, (ii) the most recent IRS determination or opinion letter, if any, issued by the Internal Revenue Service, and (viii) any related trust the two most recent annual reports (Form 5500 or funding agreement990 series and all schedules and financial statements attached thereto). (ce) Each Employee Benefit ERISA Plan that is intended to qualify be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service IRS as to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such a favorable determination from the Internal Revenue Serviceletter, or may rely upon an opinion letter for a prototype or volume submitter plan and, to Sellers’ the Company’s Knowledge, no fact or event has occurred that could except as would not reasonably be expected to cause result in any material liability to the loss Company and its Subsidiaries (taken as a whole), nothing has occurred that would reasonably be expected to result in the revocation of such qualificationletter or the ability to rely on such letter. With respect to any ERISA Plan, neither the Company nor any Subsidiary of the Company has engaged in a transaction in connection with which the Company or a Subsidiary of the Company reasonably would be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material Tax imposed pursuant to Section 4975 or 4976 of the Code. (df) In the last six years, neither the Company nor any ERISA Affiliate has maintained, established, participated in or contributed to, or is or has been obligated to contribute to, or has otherwise incurred any obligation or liability (including any contingent liability) to (i) a plan that is subject to Section 412 or 302 of the Code or Title IV of ERISA, or (ii) a “multiemployer plan” within the meaning of Section 3(37) of ERISA. No Company Plan is a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). (g) Except as set forth in Section 6.12(d) of the required by Law, no Company Disclosure LetterPlan provides retiree or post-employment medical, disability, life insurance or other welfare benefits to any Person, and none of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had has any obligation to contribute provide such benefits (other than coverage or benefits (A) the full cost of which is borne by the employee or former employee (or any of their beneficiaries), or (B) provided for a period of not more than 18 months following termination of employment or during any period during which the former employee is receiving severance pay), other than any benefit that would not reasonably be expected to result in any Employee Benefit Plan that is material liability to the Company and its Subsidiaries (taken as a Title IV Plan or Multiemployer Planwhole). (eh) Except as set forth in Section 6.12(e) of With respect to the Company Disclosure Letter, there is no Employee Benefit Plan Plans that is a are “welfare benefit plannonqualified deferred compensation plans” (within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any 409A of the Company’ ERISA AffiliatesCode), other than pursuant to the Company is in material documentary compliance with, and has operated and administered such “nonqualified deferred compensation plans” in material compliance with Section 4980B 409A of the Code or any similar state Lawand the guidance issued by the IRS provided thereunder. (fi) As Except as specifically provided in Section 2.7 and Section 2.8 of this Agreement, neither the Closingexecution and delivery of this Agreement, no amount that will be received as a result shareholder or other approval of or in connection with this Agreement nor the consummation of the transactions contemplated by this Agreement by Transactions could, either alone or in combination with another event, (i) entitle any current or former employee, officerdirector, director officer or other service provider independent contractor (who is a natural person) of the Company or any of its Subsidiaries who is to severance pay or any material increase in severance pay, (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any such employee, director, officer or independent contractor, (iii) directly or indirectly cause the Company to transfer or set aside any assets to fund any material benefits under any Company Plan or (iv) otherwise create any entitlement to a “disqualified individual” payment or benefit that would give rise to any material liability under any Company Plan. (as j) Neither the execution and delivery of this Agreement, shareholder or other approval of this Agreement nor the consummation of the Transactions could, either alone or in combination with another event, result in the payment of any amount that could, individually or in combination with any other such term is defined in Treasury Regulation Section 1.280G-1) could reasonably be expected to be payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (gk) This Neither the Company nor any Subsidiary has any obligation to provide, and no Company 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 6.12 constitutes the sole and exclusive representations and warranties 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (l) Except as would not reasonably be expected to result in any material liability to the Company and its Subsidiaries (taken as a whole), each Company Plan that is maintained primarily for the benefit of employees outside of the United States: (i) to the extent required to be registered under the Laws of a jurisdiction outside the United States, has been registered and has been maintained in good standing with respect the appropriate regulatory authorities and (ii) to any matters the extent intended to be funded and/or book-reserved, is funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions. As of the date hereof, except as would not reasonably be expected to have a Material Adverse Effect, there is no pending or threatened litigation relating to any Employee Benefit PlanCompany Plan that is maintained primarily for the benefit of employees outside of the United States.

Employee Benefits. (a) Section 6.12(a3.19(a) of the Company Disclosure Letter sets forth as of the date of this Agreement Schedules contains a complete and accurate list of each material Employee Company Benefit Plan. Each Employee . (i) All Company Benefit Plan has Plans have been established, maintained operated and administered in accordance with its their terms and complies applicable Law (including ERISA and the Code) in form all material respects, and operation with the applicable requirements each Company Benefit Plan intended to be qualified under Section 401(a) of ERISA, the Code and other applicable Lawshas received an opinion or determination letter from the U.S. Internal Revenue Service or is in the form of a prototype or volume submitter plan that has received a favorable opinion letter from the Internal Revenue Service, and other than routine claims for benefits, there is no claim or lawsuit pending orcircumstances exist, to Sellers’ Knowledgethe Knowledge of the Company, threatened against which would reasonably be expected to result in disqualification. All returns, reports and disclosure statements required to be made under ERISA and the Code with respect to all Company Benefit Plans have been timely filed or arising out of or related to an Employee Benefit Plandelivered. (bii) With respect to each Employee Company Benefit Plan, the Company has delivered or made available to Buyer true correct and complete copies of of, if applicable (i) all plan documentsdocuments embodying or governing such Company Benefit Plan and any trust agreement, including all amendments insurance policy, adoption agreement, participation agreement, or award agreement entered into thereunder or related thereto, (ii) all the most recent summary plan descriptionsdescription, if applicable, (iii) the three (3) most recent annual report (reports, Form 5500 series) 5500, including all attachments thereto filed with the Internal Revenue Service, and discrimination testing results, if applicable, (iv) the most recent actuarial valuation and (v) the most recent determination or opinion letter, if any, letter issued by the Internal Revenue Service, and if applicable. (vb) Neither the Company nor any related trust of its Subsidiaries or funding agreementany Company ERISA Affiliate of each (i) has ever maintained any employee benefit plan, program or arrangement which has been subject to Title IV of ERISA (including any Company Multiemployer Plan or multiple employer plan) or (ii) has ever provided 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 has ever promised to provide such post-termination benefits. (c) Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has occurred that could reasonably be expected to cause the loss of such qualification. (d) Except as set forth in Section 6.12(d3.19(c) of the Company Disclosure LetterSchedules sets forth a list of all equity and equity-based compensation awards that have been issued to any current or former director, none officer, employee or individual independent contractor of the Company or any of its Subsidiaries contributes towith respect to the equity interests of the Company or any of its Subsidiaries (each a “Company Equity-Based Award”), and for each Company Equity-Based Award, (i) the holder thereof, (ii) the applicable vesting schedule and the portion, if any, of the award that is vested, and (iii) the treatment of the award in connection with the consummation of the Transactions. As of the Closing, each Company Equity-Based Award shall have been cancelled and terminated subject to Section 5.20. (d) Except as provided on Section 3.19(d) of the Company Disclosure Schedules, there exists no Unfunded Pension Liability with respect to any Pension Plan of the Company. With respect to each Pension Plan of the Company, (i) to the Knowledge of the Company, no condition exists that would reasonably be expected to result in any such Pension Plan being terminated, (ii) each Pension Plan has been maintained in compliance with the minimum funding standards of ERISA and the Code, whether or hasnot waived, (iii) no reportable event, within the past six yearsmeaning of Section 4043 of ERISA, contributed to and no event described in Section 4062 or had any obligation to contribute 4063 of ERISA, has occurred with respect to any Employee Benefit such Pension Plan that is and (iv) neither the Company nor any of its Subsidiaries have received any communication from any governmental authority which would reasonably be expected to presage a Title IV requirement for contributions or funding guaranties with respect to any such Pension Plan or Multiemployer Planexcess of the minimum required contribution determined under Section 430 of the Code. (e) Except as set forth in Section 6.12(e3.19(e) of the Company Disclosure LetterSchedules, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning execution of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with this Agreement and the consummation of the transactions contemplated by this Agreement by Transactions will not (either alone or upon the occurrence with any employeeadditional or subsequent events) result in any payment (whether of severance pay or otherwise), officeracceleration of vesting, director forgiveness of indebtedness, distribution, increase in benefits or other service provider of obligation to fund benefits with respect to any person providing services to the Company or any of its Subsidiaries who is a “disqualified individual” or termination or deemed termination with respect to any person providing services to the Company or any of its Subsidiaries. (f) Except as such term is defined set forth in Treasury Regulation Section 1.280G-13.19(f) could of the Company Disclosure Schedules, no material payment or benefit which will be made by the Company, any of its Subsidiaries, or any of their respective Affiliates in connection with the Transactions to any person providing services to the Company or any of its Subsidiaries would reasonably be expected to be an result in any “excess parachute payment” (as defined in under Section 280G(b)(1) 280G of the Code). (g) This With respect to each Company Benefit Plan which is (or but for an exemption could be) subject to Section 6.12 constitutes the sole and exclusive representations and warranties 409A of the Code, (i) each Company Benefit Plan document complies in form with respect Code Section 409A, (ii) such Company Benefit Plan has been maintained and administered in a manner consistent with avoiding adverse tax consequences under Section 409A of the Code and (iii) the execution of this Agreement and the consummation of the Transactions will not (either alone or upon the occurrence with any additional or subsequent events) result in such adverse tax consequences under either Section 409A or Section 457A of the Code. (h) The Company and its Subsidiaries do not have any obligation to provide health benefits to any matters relating Company Employee following termination of employment, except employee-paid continuation coverage required under Section 4980B of the Code (or equivalent state Law). ). The Company and each of its Subsidiaries and all Company ERISA Affiliates of each have at all times maintained compliance with Code Section 4980H and with all material aspects of the Affordable Care Act (“ACA”), and no circumstances of noncompliance exist that could result in the imposition of any Tax, penalty or fine. (i) Neither the Company nor any of its Subsidiaries is or has been in the past six (6) years subject to liability under Title I of ERISA or Section 4975 of the Code by reason of any Employee Benefit Plantransaction involving the assets of one or more employee benefit plans subject to Title I of ERISA or plans subject to Section 4975 of the Code.

Employee Benefits. (a) Section 6.12(a3.11(a) of the Company Disclosure Letter sets forth as of the date of this Agreement Schedule contains a true, correct and complete list of each material Employee Benefit Company Plan. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit Plan, the The Company has made available to Buyer true Parent true, correct and complete copies of (i) all plan documentseach Company Plan document, including all any amendments theretothereto and in the case of unwritten Company Plans, written descriptions thereof, (ii) all summary plan descriptionsthe three most recent annual reports (Form 5500 series or local law equivalent) required to be filed with the IRS with respect to each Company Plan (if any such report was required) and the three most recent actuarial valuations or similar reports with respect to each Company Plan for which such report is available, (iii) the most recent annual report (Form 5500 series) filed IRS determination or opinion letter received with the Internal Revenue Service, if applicablerespect to each Company Plan, (iv) the most recent determination or opinion lettersummary plan description for each Company Plan for which such summary plan description is required, if any, issued by the Internal Revenue Service, and (v) each trust agreement, insurance or group annuity contract or other funding vehicle relating to any related trust Company Plan, (vi) each employee handbook or funding agreementother similar employee communication, (vii) annual compliance test reports for the three most recent plan years with respect to each Company Plan for which such annual compliance tests are required and (viii) any 280G calculation prepared (whether or not final) with respect to any employee, director or independent contractor of the Company in connection with the Transactions (together with the underlying documentation on which such calculation is based). (cb) Each Employee Benefit Company Plan that is has been, in all respects, administered in compliance with its terms and applicable Laws, including ERISA and the Code, as applicable. Each Company Plan intended to qualify under be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as IRS for the most recent remedial amendment cycle or is entitled to its qualified status or may rely on upon a prototype favorable opinion letter from issued by the Internal Revenue Service, or has timely filed or has time remaining in which to file an application IRS for such determination from cycle, and to the Internal Revenue ServiceKnowledge of the Company, and, to Sellers’ Knowledge, there are no fact existing circumstances or event has any events that have occurred that could reasonably be expected to cause affect adversely the loss qualified status of any such Company Plan. There are no pending, or to the Knowledge of the Company, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any Company Plan or any trust related thereto. No Company Plan is, or within the last six (6) years has been the subject of any Legal Action and, to the Knowledge of the Company, no Legal Action is threatened or anticipated with respect to such plan. The Company has satisfied all material reporting and disclosure requirements under the Code and ERISA and all other Laws that are applicable to the Company Plans. The Company has not terminated any Company Plan or taken any action with respect thereto that would result in a Lien on any of the assets or properties of the Company. (c) Neither the Company nor any ERISA Affiliate maintains, contributes to, participates in or has an obligation to contribute to or any Liability in respect of (i) a multiemployer plan within the meaning of Section 3(37) of ERISA (a “Multiemployer Plan”) or (ii) a pension plan that is subject to Title IV of ERISA or Section 412 of the Code (a “Pension Plan”) nor has the Company or any ERISA Affiliate maintained, contributed to, participated in or had any obligation to contribute to or any Liability in respect of such qualificationplan within the six year period immediately preceding the date hereof. Neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any party-in-interest or interested party in respect of any Company Plan, has committed any “prohibited transaction” (within the meaning of Section 4975 of the Code or Section 406 of ERISA) with respect to any Company Plan that has subjected or is reasonably expected to subject the Company to a tax or penalty pursuant to Section 502 of ERISA or Section 4975 of the Code or any other liability with respect thereto. Each Company Plan and any related contracts may be amended or terminated without penalty other than the payment of benefits, fees or charges accrued or incurred through the date of termination. (d) Except as set forth required under Section 601 et seq. of ERISA (or a similar state law), no Company Plan provides benefits or coverage in Section 6.12(d) the nature of the Company Disclosure Letterhealth, none life or disability insurance following retirement or other termination of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Planemployment. (e) Except as set forth in Section 6.12(e3.11(e) of the Company Disclosure LetterSchedule, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning signing of Section 3(1) of ERISA that provides retiree this Agreement or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated by this Agreement by Transactions will not, either alone or in combination with another event, (i) entitle any employee, officerdirector, director officer or other service provider independent contractor of the Company or any of its Subsidiaries who is a to severance pay, unemployment compensation or any other payment, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any such employee, director, officer or independent contractor, (iii) directly or indirectly cause the Company to transfer or set aside any assets to fund any benefits under any Company Plan, (iv) otherwise give rise to any material liability under any Company Plan, (v) limit or restrict the right to amend, terminate or transfer the assets of any Company Plan on or following the Effective Time or (vi) result in any payment that would constitute an “disqualified individualexcess parachute payment” (as such term is defined in Treasury Regulation Section 1.280G-1) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)) to any current or former employee, director, officer or independent contractor of the Company or any of its Subsidiaries or that were or would not be deductible under Code Sections 162(m) or that would be required to be included by any current or former employee, director, officer or independent contractor of the Company or any of its Subsidiaries in gross income under Code Section 409A(a)(1)(A) as a result of a violation of Code Section 409A. The Company does not have an obligation to gross-up, indemnify or otherwise reimburse any current or former service provider to the Company for any tax incurred by such service provider pursuant to Sections 280G or 409A of the Code. Without limiting the foregoing, Schedule 3.11(e) sets forth a true, correct and complete list of any amount and type of any payment, acceleration, increase, vesting, liability or funding referred to in the immediately preceding sentence with respect to such current or former employee, director, officer or independent contractor, including without limitation the amount of any “excess parachute payment” and loss of deduction to the Company and the calculations supporting such amounts. (f) The Company has properly classified for all purposes (including, without limitation, for all Tax, insurance, workers compensation and benefit plan eligibility purposes) all employees, leased employees, consultants, partners and independent contractors, and has withheld and paid all applicable Taxes and made all appropriate filings in connection with services provided by such persons. (g) This Section 6.12 constitutes No Company Plan is maintained or sponsored primarily for the sole and exclusive representations and warranties benefit of current or former employees or service providers located outside of the United States or is subject to the Laws of a jurisdiction other than the United States, and the Company does not have any obligation to provide for statutorily mandated benefits in a jurisdiction outside of the United States. (h) Each arrangement that constitutes “non-qualified deferred compensation” within the meaning of Code Section 409A has been in operational and documentary compliance with respect to any matters relating to any Employee Benefit Planor is otherwise exempt from Code Section 409A since the applicable deadline for such compliance with or exemption from Code Section 409A.

Employee Benefits. (a) Section 6.12(a(16)(a) of the Company Disclosure Letter sets forth as of the date of this Agreement a an accurate and complete list of each material Employee Benefit written Company Plan (whether material as to liability to the Company and/or any of its Subsidiaries, or material as to the number of employees covered by such Company Plan). Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit PlanCompany Plan set forth in Section (16)(a) of the Company Disclosure Letter, the Company has made available to Buyer true and complete copies of the Purchaser, to the extent applicable: (i) all plan documentsthe current Company Plan documents and trust documents or other funding mechanisms (including insurance contracts and group annuity contracts, including all amendments thereto, if applicable); (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements thereto), if any, required under ERISA or the Code in connection with the Company Plan; (iii) if the Company Plan is funded, the most recent annual and periodic accounting of the Company Plan assets, financial statements, and actuarial reports (if applicable), to the extent not included in the Form 5500; (iv) the current summary plan descriptionsdescription and, if applicable, summary of material modifications; (iiiv) any individual agreement between the Company and any employee or other individual relating to such Company Plan (providing rights to such employee or individual other than as set forth in the terms of such Company Plan); (vi) all current written administrative services agreements and insurance contracts relating to each Company Plan and any professional employer organization (“PEO”) or employee leasing agreements; (vii) discrimination testing data and results for the three most recently completed plan years if the Company Plan that is intended to be qualified under Section 401(a) of the Code; (viii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Servicedetermination, if applicableopinion, (iv) the most recent determination notification or opinion letter, if any, advisory letters issued by the Internal Revenue Service, and (v) any related trust or funding agreement. (c) Each Employee Benefit Service with respect to each Company Plan that is intended to qualify be qualified under Section 401(a) of the Code; (ix) copies of all filings submitted to the Internal Revenue Service by the Company pursuant to Section 4980H of the Code; (x) all pending applications for rulings, determinations, opinions, no action letters and similar or related matters filed with any Regulatory Authority with respect to any Company Plan; and (xi) all material correspondence and/or notifications to or from any governmental agency or administrative service relating to any Company Plan within the last three years and all closing letters, audit finding letters, revenue agent findings and other similar or related documents. (b) Each Company Plan that is intended to be qualified under Section 401(a) of the Code has received a currently effective favorable determination letter or, if applicable, can rely upon an opinion letter from the U.S. Internal Revenue Service as to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Servicequalification of the master, volume submitter, or has timely filed or has time remaining in prototype plan on which to file an application for such determination from the Internal Revenue Serviceit is based, and, to Sellers’ the Company’s Knowledge, no fact or event nothing has occurred that could would reasonably be expected to cause the loss of adversely affect such qualification. No Company Plan requires the approval of, nor is regulated by, any Regulatory Authority outside of the United States. (c) No Company Plan is subject to Title IV of ERISA or Section 412 of the Code and the Company and its ERISA Affiliates have no other Liability under Title IV of ERISA. (d) Except No Company Plan is a “Multiemployer Plan” and no employer other than the Company or an ERISA Affiliate is permitted to participate or participates in any Company Plan. No leased employees (as set forth defined in Section 6.12(d414(n) of the Code), independent contractors or other individuals who are not classified as common law employees of the Company Disclosure Letter(or co-employees of the Company and a PEO) are eligible for, none or participate in, any Company Plan. (e) With respect to each Company Plan: (i) (A) all contributions, premiums, fees or charges due and owing to or in respect of the Company Plan have been paid in accordance with the terms of the Company Plan and applicable Law; (B) all such payments accrued to date as Liabilities on the Company’s financial statements which have not been paid have been and are properly recorded on the Company’s books; and (C) no Taxes, penalties or fees are owing in connection with the Company Plan, other than any tax withholding obligations in the Ordinary Course or fees in accordance with agreements with vendors; (ii) the Company Plan has at all times, and no Regulatory Authority has given notice or alleged in writing to the Company (or, to the Company’s Knowledge, has otherwise alleged) that the Company Plan has not, been operated in material compliance with ERISA, the Code, all other applicable Laws (including all reporting and disclosure requirements thereunder) and the terms of the Company Plan; (iii) the Company does not have any material Liabilities thereunder other than claims for benefits in accordance with the terms of the Company Plan and other contributions, premiums, Taxes, fees and expenses arising in the Ordinary Course in connection with the Company Plan; and (iv) there are no pending, nor has the Company received written notice of any threatened (or, to the Knowledge of the Company, any other threatened), Actions other than ordinary and usual claims for benefits thereunder. (f) The Company has not sponsored, maintained or contributed to any Company Plan or Contract that promises or provides medical, health, life or other welfare benefits to retirees or former employees of the Company, except for any such Company Plan that provides such coverage solely as required by COBRA or any comparable state statute requiring continuing health care coverage. (g) No action or omission of the Company or any of its Subsidiaries contributes directors, officers, employees, or agents in any way restricts, impairs or prohibits the Purchaser or the Company, or any successor from amending, merging or terminating any Company Plan in accordance with the express terms of the Company Plan and applicable Law. Except as required by applicable Law or the terms of any individual agreement issued under a Company Plan, no such amendment, merger or termination is subject to the consent or other approval of any employee of the Company. (h) The Company has not: (i) made or committed to make any material increase in contributions or benefits under any Company Plan that would become effective either on or after the date of this Agreement; or (ii) established or contributed to, or has, within the past six years, contributed to or had any obligation is required to contribute to or has or could have any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a Liability with respect to any “welfare benefit planvoluntary employee beneficiary association” within the meaning of Section 3(1501(c)(9) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees Code, “welfare benefit fund” within the meaning of any Section 419 of the Company’ ERISA AffiliatesCode, other than pursuant to “qualified asset account” within the meaning of Section 4980B 419A of the Code or any similar state Law“multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (fi) As With respect to any Company Plan under which participants are entitled to direct the investment of their benefits, the Company Plan’s administrator has never failed to cause the directions of any participant given in the manner prescribed by the Company Plan to be carried out. The administrator of each Company Plan intended to be subject to the provisions of Section 404(c) of ERISA relating to the protection of Company Plan fiduciaries from liability for losses resulting from a participant’s investment directions has, to the Knowledge of the ClosingCompany, complied in all material respects with the provisions of ERISA so as to afford such protection to the Company Plan’s fiduciaries. (j) There are no amount facts or circumstances that will could, directly or indirectly, reasonably be received as a result expected to subject the Company to any (i) excise tax or other liability under Chapters 43, 46 or 47 of Subtitle D of the Code, (ii) penalty tax or in connection other liability under Chapter 68 of Subtitle F of the Code or (iii) civil penalty, damages or other liabilities arising under Section 502 of ERISA with respect to any Company Plan. (k) The Company is not subject to material employer shared responsibility payments under Section 4980H of the Code. (l) Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement by Transaction will (either alone or upon the occurrence of any employeeadditional or subsequent events) constitute an event under any Company Plan or Contract that will or may result in any payment (whether of severance pay or otherwise), officeracceleration, director forgiveness of indebtedness, vesting, distribution, increase in benefits 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) could reasonably be expected obligation to be an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company fund benefits with respect to any matters relating to any Employee Benefit Planemployee of the Company.

Employee Benefits. (a) Section 6.12(aThe Company SEC Documents or Schedule 4.20(a) of the Company Disclosure Letter sets forth as of the date of this Agreement a correct and complete list of each material Employee Benefit Planall Plans and indicates which Plans are PEO Sponsored Plans. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit Plan that is not a PEO Sponsored Plan, the Company has made available to Buyer Parent or its counsel a true and complete copies of copy, to the extent applicable, of: (i) each writing constituting a part of such Plan and all amendments thereto, including all plan documents, including all amendments theretomaterial employee communications, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; (ii) all summary plan descriptionsthe three (3) most recent annual reports on Form 5500 and accompanying schedules, if any; (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, current summary plan description and any material modifications thereto; (iv) the most recent annual financial and actuarial reports; (v) the most recent determination or opinion letter, if any, issued advisory letter received by the Company from the Internal Revenue ServiceService regarding the tax-qualified status of such Plan and (vi) the three (3) most recent written results of all required compliance testing. (b) No Plan is (i) subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (ii) a “multiemployer plan” as defined in Section 3(37) of ERISA, or (iii) 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, and (v) none of the Company, or any related trust ERISA Affiliate has withdrawn at any time within the preceding six years from any multiemployer plan, or funding agreementincurred any withdrawal liability which remains unsatisfied, and no events have occurred and no circumstances exist that could reasonably be expected to result in any such liability to the Company or any of its Subsidiaries. (c) Each Employee Benefit With respect to each Plan that is intended to qualify under Section 401(a) of the Code Code, such Plan, and with respect to each PEO Sponsored Plan, to the Knowledge of the Company, including its related trust, has received a favorable determination letter (or may rely upon opinion letters in the case of any prototype plans) from the Internal Revenue Service as to that it is so qualified and that its qualified status or may rely on a prototype opinion letter trust is exempt from Tax under Section 501(a) of the Internal Revenue ServiceCode, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event and nothing has occurred with respect to the operation of any such Plan that could reasonably be expected to cause the loss of such qualificationqualification or exemption. (d) Except as set forth in Section 6.12(d) There are no pending or, to the Knowledge of the Company Disclosure LetterCompany, none threatened Actions against or relating to the Plans, the assets of any of the Company trusts under such Plans or any of its Subsidiaries contributes tothe Plan sponsor or the Plan administrator, or hasagainst any fiduciary of any Plan with respect to the operation of such Plan (other than routine benefits claims). No Plan, within and with respect to each PEO Sponsored Plan, to the past six yearsKnowledge of the Company, contributed to is presently under audit or had examination (nor has written notice been received of a potential audit or examination) by any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer PlanAuthority. (e) Except as set forth in Section 6.12(e) Each Plan, and with respect to each PEO Sponsored Plan, to the Knowledge of the Company Disclosure Letterhas been established, there administered and funded in accordance with its terms and in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable Laws. There is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or not now, nor, to the employees of any Knowledge of the Company’ ERISA Affiliates, other than pursuant do any circumstances exist that could give rise to, any requirement for the posting of security with respect to Section 4980B a Plan or the imposition of any lien on the assets of the Code Company under ERISA or the Code. All premiums due or payable with respect to insurance policies funding any similar state LawPlan have been 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 Company Financial Statements. (f) As None of the ClosingPlans, and with respect to each PEO Sponsored Plan, with respect to Employees, provide retiree health or life insurance benefits, except as may be required by COBRA. There has been no amount that will be received violation of the “continuation coverage requirement” of “group health plans” as a result set forth in COBRA with respect to any Plan, and with respect to each PEO Sponsored Plan, to the Knowledge of or in connection with the Company, to which such continuation coverage requirements apply. (g) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement by hereby will (either alone or in combination with another event) (i) result in any employeepayment becoming due, officeror increase the amount of any compensation or benefits due, director to any current or other service provider former employee of the Company with respect to any Plan; (ii) increase any benefits otherwise payable under any Plan; (iii) result in the acceleration of the time of payment or vesting of any such compensation or benefits; or (iv) result in the payment of its Subsidiaries who is a “disqualified individual” (as any amount that would, individually or in combination with any other such term is defined in Treasury Regulation Section 1.280G-1) could reasonably be expected to payment, be an “excess parachute payment” within the meaning of Section 280G of the Code. No Person is entitled to receive any additional payment (including any tax gross-up or other payment) from the Company as a result of the imposition of the excise taxes required by Section 4999 of the Code or any taxes required by Section 409A of the Code. (h) Each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 280G(b)(1409A(d)(1) of the Code)) is in documentary compliance with, and has been administered in compliance with, Section 409A of the Code and all applicable regulatory guidance (including, notices, rulings and proposed and final regulations) thereunder. (gi) This Section 6.12 constitutes the sole Each Plan, and exclusive representations and warranties of the Company with respect to each PEO Sponsored Plan, to the Knowledge of the Company, that is subject to the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the “Affordable Care Act”) has been established, maintained and administered in compliance with the requirements of the Affordable Care Act and no circumstances of noncompliance exist that could result in the imposition of any matters relating tax, penalty or fine thereunder. (j) All Plans subject to the laws of any Employee Benefit Planjurisdiction outside of the United States (i) if they are intended to qualify for special tax treatment, meet all requirements for such treatment, and (ii) 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.

Employee Benefits. (a) Section 6.12(a2.14(a) of the Company Disclosure Letter sets forth as of the date of this Agreement Schedules contains a correct and complete list of each all material Employee Benefit PlanPlans and all Company Benefit Plans, with identification of which plans are material Benefit Plans and which plans are Company Benefit Plans. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee material Benefit Plan and each Company Benefit Plan, the Company has made available provided to Buyer true and complete copies of or its counsel a copy, to the extent applicable, of: (i) each writing constituting a part of such plan and all plan documents, including all material amendments thereto, ; (ii) all the current summary plan descriptions, description and any material modifications thereto; (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, financial and actuarial reports; and (iv) the most recent determination or opinion letter, if any, issued letter received by the Internal Revenue ServiceCompany or Subsidiary from the IRS regarding the tax-qualified status of such plan. (b) Neither the Company, and any Company Subsidiary or any ERISA Affiliate participates in, has incurred or may have any liability, whether actual or contingent, in respect of (vi) a “multiemployer plan” (as defined in Section 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code), (ii) a multiple employer plan within the meaning of Section 4063 or 4064 of ERISA or Section 413(c), or (iii) except as set forth on Section 2.14(b) of the Disclosure Schedules, Title IV of ERISA or Sections 412 or 4971 of the Code. Neither the Company, any related trust Company Subsidiary nor any ERISA Affiliate has withdrawn at any time within the preceding six (6) years from any “multiemployer plan” or funding agreementincurred any withdrawal liability which remains unsatisfied. There does not exist, nor to the Knowledge of the Company do any circumstances exist that could reasonably be expected to result in, any ERISA Affiliate Liability at the time of or after the Closing to the Company, any Company Subsidiary, Buyer or its Affiliates. (c) Each There has been no “reportable event” within the meaning of Section 4043 of ERISA and the regulations and interpretations thereunder which has not been or will not be fully and accurately reported in a timely fashion, as required, or which, whether or not reported, could reasonably be expected to constitute grounds for the Pension Benefit Guaranty Corporation to institute termination proceedings with respect to any Benefit Plan that has resulted or would be reasonably expected to result in Liability to the Company, any Company Subsidiary, Buyer or any of its Affiliates. (d) No Benefit Plan provides any current or former Property Employee with an indemnification, “gross up” or similar payment in respect of any Taxes that may become payable under Section 409A or Section 4999 of the Code. With respect to each Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code and is subject to Section 409A of the Code, (A) the written terms of such Benefit Plan have at all times since January 1, 2019 been in material compliance with Section 409A of the Code and applicable guidance thereunder, and (B) such Benefit Plan has, at all times while subject to Section 409A of the Code, been operated in material compliance (or, with respect to periods prior to January 1, 2019, in good faith compliance) with Section 409A of the Code and applicable guidance thereunder. With respect to each Benefit Plan that is intended not to be subject to Section 409A of the Code, to the knowledge of the Company, no action has occurred that would cause such Benefit Plan to be subject to Section 409A of the Code. (e) With respect to each Benefit Plan that is intended to qualify under Section 401(a) of the Code Code, such plan has received a favorable determination letter (or opinion letters in the case of any prototype plans) from the Internal Revenue Service as to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, IRS that it is so qualified. (f) Each Company Benefit Plan and, to Sellers’ Knowledgethe extent related to the Property Employees, each Benefit Plan, has been administered and operated in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws. As of the date of this Agreement, there are no fact pending or, to the knowledge of the Company, threatened actions, claims or event has occurred lawsuits against any Benefit Plan (other than routine benefits claims) that could reasonably be expected would result in Liability to cause Buyer, the loss Company or any Company Subsidiary or their Affiliates. With respect to each Company Benefit Plan, (i) all contributions or payments due to date have been made timely and in compliance with the terms of such qualificationCompany Benefit Plan and applicable Law, and adequate reserves have been established by the applicable Purchased Company to satisfy contributions and payments that have not been made because they are not yet due under the terms of such Company Benefit Plans or applicable Law, and (ii) all premiums due or payable with respect to insurance policies relating to such Company Benefit Plan have been timely paid in full. (dg) Except as set forth in on Section 6.12(d2.14(g) of the Company Disclosure LetterSchedules, none neither the execution and delivery of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with this Agreement nor the consummation of the transactions contemplated by this Agreement by any employee, officer, director hereby will (either alone or in combination with another event (other than a subsequent sale or other service provider change in control transaction)) (i) result in any payment becoming due, or increase the amount of any compensation or benefits due, to any Property Employee; (ii) increase any benefits otherwise payable under any Benefit Plan to any Property Employee; (iii) result in the acceleration of the Company time of payment or vesting of any such compensation or benefits; or (iv) result in the payment of its Subsidiaries who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) could reasonably be expected any amount that would fail to be an “excess parachute payment” (as defined in deductible by reason of Section 280G(b)(1) 280G of the Code). (gh) This Section 6.12 constitutes the sole and exclusive representations and warranties None of the Company with respect Benefit Plans provide for retiree medical or life insurance benefits or other welfare benefits to any matters relating to any Employee Benefit Plancurrent or former Property Employee, other than group health plan continuation coverage as required under Code Section 4980B or Part 6 of Subtitle B of Title I of ERISA or similar state Law.

Employee Benefits. (a) Section 6.12(a3.10(a) of the Company Disclosure Letter sets lists each Company Plan. (b) Except as set forth as in Section 3.10(b) of the date of this Agreement a list Disclosure Letter: (i) The terms and operations of each material Employee Benefit Plan. Each Employee Benefit and every Company Plan has have at all times been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code IRC, and/or any and all other applicable Lawslaws and regulations. (ii) All governmental reports and returns (including, but not limited to, annual IRS/DOL 5500-series information returns/reports) required to be filed in connection with all Company Plans have been timely filed, and were true and complete when filed. (iii) The Company does not have a contribution obligation to a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA. (iv) The Company has not participated in any transaction that could reasonably be expected to result in a Material Adverse Effect to the Company under ERISA Section 4069. (v) All required contributions to all Company Plans and all premiums, fees, or other payments required to be made in connection with any Company Plan have either been timely made or are reflected in the Financial Statements on an accrual basis. (vi) No Company Plan is currently under audit by the IRS or the DOL. (vii) Other than routine claims for benefits, there is are no claim actions, suits, claims or lawsuit pending orinvestigations pending, or to Sellers’ Knowledge' knowledge, threatened against or arising out with respect to any of the Company Plans or related to an Employee Benefit Plantheir assets. (bviii) With respect to each Employee Benefit Plan, the Company has made available to Buyer true and complete copies of (i) all plan documents, including all amendments thereto, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, and (v) any related trust or funding agreement. (c) Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has occurred that could reasonably be expected to cause the loss of such qualification. (d) Except as set forth in Section 6.12(d) of the Company Disclosure Letter, none of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that which is a "Defined Benefit Plan" with the meaning of ERISA Section 3(35), (A) the Company has not incurred and is not reasonably likely to incur any liability under Title IV Plan or Multiemployer Plan. of ERISA (eother than for the payment of premiums, all of which have been paid when due), (B) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” has not incurred any accumulated funding deficiency within the meaning of IRC Section 3(1) of ERISA that provides retiree 412 and has not applied for or post-employment benefits to any Property Employees or to the employees obtained a waiver of any minimum funding standard or an extension of the Company’ ERISA Affiliatesany amortization period under IRC Section 412, other than pursuant to Section 4980B of the Code or any similar state Law. and (fC) As of the Closing, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated by this Agreement by any employee, officer, 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) could reasonably be expected to be an “excess parachute payment” ("Reportable Event" as defined in Section 280G(b)(14043 of ERISA) of the Code)has occurred or is expected to occur. (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company with respect to any matters relating to any Employee Benefit Plan

Employee Benefits. (a) Schedule 2.20(a) lists all Employee Benefit Plans (including, for avoidance of doubt, each Benefit Arrangement) as to which the Company sponsors, maintains, contributes or is obligated to contribute, or under which the Company has or may have any liability. With respect to each Employee Benefit Plan of the Company, the Company has delivered to Purchaser true, accurate and complete copies of each of the following: (i) if the plan has been reduced to writing, the plan document together with all amendments thereto; (ii) if the plan has not been reduced to writing, a written summary of all material plan terms; (iii) if applicable, copies of any trust agreements, custodial agreements, insurance policies, administrative agreements and similar agreements, and investment management or investment advisory agreements; (iv) copies of any summary plan descriptions, employee handbooks or similar employee communications; (v) in the case of any plan that is intended to be qualified under Code Section 6.12(a401(a), a copy of the most recent determination letter or opinion letter, as applicable, from the IRS and any related correspondence, and a copy of any pending request for such determination; (vi) in the case of any funding arrangement intended to qualify as a VEBA under Code Section 501(c)(9), a copy of the IRS letter determining that it so qualifies; (vii) in the case of any plan for which Forms 5500 are required to be filed, a copy of the three most recently filed Forms 5500, with all required schedules attached; and (viii) in the case of any Employee Benefit Plan that includes a “cash or deferred arrangement” as defined in Section 401(k)(2) of the Company Disclosure Letter sets forth as Code, copies of the date non-discrimination testing results for the three most recent plan years. (b) The Company has never maintained or contributed to or been required to contribute to a Multiemployer Plan nor any defined benefit plan subject to Title IV of this Agreement a list ERISA and Section 412 of each material the Code. None of the Employee Benefit PlanPlans are or ever have been a multiple employer plan as defined in ERISA. (c) Each of the Employee Benefit Plans intended to be qualified under Section 401(a) of the Code (i) satisfies in form the requirements of such Section, except to the extent amendments are not required by law to be made until a date after the Closing Date, (ii) has received a favorable determination letter or opinion letter, as applicable, from the IRS regarding such qualified status, which covers all amendments to the Employee Benefit Plans for which the determination letter process is open, and all amendments upon which such favorable letter was made contingent have been timely executed, and (iii) to the Knowledge of Seller has not been operated or amended in a way that could adversely affect its qualified status. To the Knowledge of Seller, nothing has occurred with respect to any Employee Benefit Plan that has subjected or will subject any participant in, or beneficiary of, an Employee Benefit Plan with respect to the Company to a tax under Code Section 4973 for which the Company could be liable. Each Employee Benefit Plan with respect to the Company that is a qualified defined contribution plan and is intended to be an “ERISA Section 404(c) Plan” within the meaning of the applicable Department of Labor relations. (d) With respect to each of the Employee Benefit Plans: (i) each has been established, maintained and administered in accordance all material respects in compliance with its terms and with all Regulations, including, but not limited to, ERISA and the Code; (ii) no actions, suits, claims or disputes are pending, or to the Knowledge of Seller threatened; (iii) no audits, inquiries, reviews, proceedings, claims, or demands are pending with any Authority; (iv) there are no facts which could give rise to any material liability in the event of any such investigation, claim, action, suit, audit, review, or other proceeding; and (v) all material reports, returns and similar documents required to be filed with any Authority or distributed to any plan participant have been duly and timely filed or distributed. (e) To the Knowledge of Seller, each Employee Benefit Plan which is a group health plan (within the meaning of section 5000(b)(1) of the Code) complies with and has been maintained and operated in form and operation all respects in accordance with each of the applicable requirements of ERISA, section 4980B of the Code and other applicable LawsPart 6 of Subtitle B of Title I of ERISA. (f) All required contributions to, and premium payments on account of, each Employee Benefit Plan with respect to the Company are current. (g) Except as required under Section 601 et seq. of ERISA or Section 4980B of the Code, no Employee Benefit Plan with respect to the Company provides health benefits or life or disability insurance coverage following retirement or other than routine claims for benefitstermination of employment. (h) No Employee Benefit Plan that is a group health plan is a self-insured plan. (i) To the Knowledge of Seller, no Employee Benefit Plan fiduciary nor any Employee Benefit Plan has engaged in any transaction in violation of Section 406 of ERISA or any “prohibited transaction” (as defined in section 4975(c)(1) of the Code) and there is has been no claim or lawsuit pending or, “reportable event” (as defined in Section 4043 of ERISA) with respect to Sellers’ Knowledge, threatened against or arising out of or related to an any Employee Benefit Plan. (bj) With Each individual who is performing services or who has performed services for the Company and is or was treated by the Company as an independent contractor has been appropriately classified as such under all applicable legal requirements, and no such individual participates or has the right to participate in any Employee Benefit Plan with respect to each Employee Benefit Planthe Company, even if reclassified as an employee of the Company. (k) The Company has not entered into any contractual obligation which obligates the Company has made available to Buyer true and complete copies of pay any retention bonuses or otherwise committed to pay any retention bonuses. (l) Except as specified on Schedule 2.20(l), (i) all plan documentsthe Company is not and will not be obligated to pay separation, including all amendments theretoseverance, termination or similar benefits as a result of any transaction contemplated by this Agreement or any other Transaction Document, nor will any such transaction accelerate the time of payment or vesting, or increase the amount, of any benefit or other compensation due to any individual; and (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with transactions contemplated by this Agreement and the Internal Revenue Service, if applicable, (iv) other Transaction Documents will not be the most recent determination direct or opinion letter, if any, issued indirect cause of any amount paid or payable by the Internal Revenue Service, and (v) any related trust or funding agreementCompany being classified as an excess parachute payment under Section 280G of the Code. (cm) Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has occurred that could reasonably be expected to cause the loss of such qualification. (d) Except as set forth in Section 6.12(d) of the Company Disclosure Letter, none of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit nonqualified deferred compensation plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated by this Agreement by any employee, officer, 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) could reasonably be expected to be an “excess parachute payment” (as defined in under Section 280G(b)(1409A(d)(1) of the Code). (g) This has been operated and administered in good faith compliance, in all material respects, with Section 6.12 constitutes the sole and exclusive representations and warranties 409A of the Company with respect to any matters relating to any Employee Benefit PlanCode and the Treasury Regulations and other administrative guidance promulgated thereunder.

Employee Benefits. (a) Section 6.12(aSchedule 3.10(a) of the Company Disclosure Letter sets forth as a true, correct and complete list of all Employee Plans. No Employee Plan is subject to Title IV of ERISA or is a Multiemployer Plan. (b) Schedule 3.10(a) of the date Disclosure Letter separately identifies each Employee Plan for which the Company or any of this Agreement the Subsidiaries serves as the plan sponsor within the meaning of Section 3(16)(B) of ERISA or with respect to which no entity other than the Company or any of the Subsidiaries has any Liability or maintains such plan (a list “Company Employee Plan”), and each Employee Plan that is not a Company Employee Plan (a “Seller Employee Plan”). (c) Sellers have heretofore either made available to Purchaser in the Data Room or delivered to Purchaser, as applicable, a complete and correct copy or an accurate summary of each Seller Employee Plan and complete and correct copies of each of the following documents with respect to each Company Employee Plan: (i) the plan document and all amendments thereto (or if the Company Employee Plan is not a written agreement, an accurate and complete written description thereof); (ii) Forms 5500, Annual Return/Report, filed with the IRS for the three most recent annual periods; (iii) the most recent actuarial or valuation report (if any); (iv) the most recent financial statement; (v) the most recent determination letter received from the IRS with respect to each Company Employee Plan that is intended to qualify under Section 401 of the Code; (vi) any agreement directly relating to a Company Employee Plan pursuant to which the Company or any of the Subsidiaries is obligated to indemnify any Person; (vii) the most recent summary plan description and all summaries of material modifications thereto; (viii) any correspondence from a Governmental Entity with respect to any matter that is still pending; (ix) all correspondence with respect to the EPCRS Filings; (x) the top-hat statement filed with the Department of Labor (if any); and (xi) the most recent FAS-106 report (if any). (d) No asset of the Company or any of the Subsidiaries or any entity (whether or not incorporated) that is required to be treated as a single employer together with any of the Company or any of the Subsidiaries for certain employee benefit plan purposes pursuant to Section 414 of the Code (an “ERISA Affiliate”) is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; none of the Company, the Subsidiaries or any ERISA Affiliate has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists that could reasonably be expected to give rise to any such lien or requirement to post any such security. (e) All material accrued obligations of the Company and the Subsidiaries, whether arising by operation of Law, by contract or by past custom, for compensation, including, but not limited to, bonuses, accrued vacation and paid leave, to its current and former officers, directors, employees, consultants or agents, for Taxes and other obligations to any Governmental Entity payable by any of the Company or the Subsidiaries in connection with such compensation, and for payments with respect to any Employee Benefit Plan. , have been paid or accruals for such obligations are reflected on the Bridal Group Financial Statements and the AH Financial Statements to the extent required to permit the Company to make the representations set forth in Section 3.4. (f) To Sellers’ Knowledge, no act, omission or transaction has occurred which would result in the imposition on the Company, the Subsidiaries, or any indemnitee thereof, in a material amount, of (i) breach of fiduciary liability damages under Section 409 of ERISA, (ii) a civil penalty assessed pursuant to Section 502 of ERISA, (iii) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or (iv) a penalty assessed pursuant to Section 6652 of the Code. (g) Each Company Employee Benefit Plan has been establishedmaintained, maintained operated and administered in all material respects in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out . The terms of or related to an each Company Employee Benefit PlanPlan comply in all material respects with applicable Law. (b) With respect to each Employee Benefit Plan, the Company has made available to Buyer true and complete copies of (i) all plan documents, including all amendments thereto, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, and (v) any related trust or funding agreement. (ch) Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, IRS and no fact or event has occurred condition exists that could be reasonably be expected to cause result in the loss revocation of any such qualificationletter. (di) Except as set forth in Section 6.12(dNo Employee Plan provides medical, surgical, hospitalization, or life insurance benefits (whether or not insured by a third party) of the Company Disclosure Letter, none for employees or former employees of the Company or any of its Subsidiaries contributes tothe Subsidiaries, for periods extending beyond their terminations of employment, other than coverage mandated by the Consolidated Omnibus Budget Reconciliation Act of 1985 or hassimilar applicable Law, within the past six years, contributed and no commitments have been made to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Planprovide such coverage. (ej) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with the The consummation of the transactions contemplated by this Agreement by Agreement, either alone or in conjunction with another event (such as a termination of employment), will not (i) entitle any employee, officer, current or former employee or director or other service provider of the Company or any of its the Subsidiaries who to severance pay or any other payment or benefit under an Employee Plan, (ii) accelerate the time of payment or vesting of benefits (including, but not limited to, stock options) under a Company Employee Plan or (iii) increase the amount of compensation due any current or former employee or director of the Company or any of the Subsidiaries. (k) There is a “disqualified individual” no Legal Proceeding, audit, examination or claim pending, or to Sellers’ Knowledge, threatened or contemplated relating to any Company Employee Plan (as such term is defined other than routine claims for benefits). (l) Except as, individually or in Treasury Regulation Section 1.280G-1) could the aggregate, would not reasonably be expected to be an “excess parachute payment” have a Material Adverse Effect, during the past six years, none of Sellers, the Company, the Subsidiaries or any ERISA Affiliate has (as defined i) incurred any withdrawal liability with respect to a Multiemployer Plan that has not been satisfied in Section 280G(b)(1full or (ii) received any notification that any Multiemployer Plan is insolvent or in reorganization within the meaning of Title IV of ERISA. (m) Schedule 3.10(m) of the Code)Disclosure Letter sets forth a true, correct and complete list of all relocation agreements, reimbursement agreements, and other similar compensation arrangements with Company Employees that require the fulfillment of any obligations, liabilities or payments by the Company or any of the Subsidiaries on or after the Closing Date. (gn) This Section 6.12 constitutes the sole and exclusive representations and warranties None of the Company Company, the Subsidiaries or any ERISA Affiliate has any potential Liability, contingent or otherwise, under the Coal Industry Retiree Health Benefits Act of 1992; and none of the Company, the Subsidiaries or any entity that was ever an ERISA Affiliate was, on July 20, 1992, required to be treated as a single employer under Section 414 of the Code together with respect an entity that was ever a party to any matters relating collective bargaining agreement or any other agreement with the United Mine Workers of America. (o) A Company Employee who (i) is on short-term disability leave of absence immediately prior to any the Closing because of a disabling condition that arises before the Closing (a “Pre-Closing Condition") and (ii) is enrolled at the Closing in a Seller Employee Benefit Plan that provides long-term disability benefits, will, following the Closing, be eligible for long-term disability benefits under such Seller Employee Plan provided that the Pre-Closing Condition qualifies as a Total Disability within the meaning of the Long-Term Disability Plan of The May Department Stores Company, or qualifies as a Disability within the meaning of the Long-Term Disability Plan for Regular Non-Exempt Associates of The May Department Stores Company, as applicable,, the Company Employee remains continuously disabled by reason of the Pre-Closing Condition for the requisite period specified in such Seller Employee Plan, and the Company Employee satisfies all other terms and conditions of such Seller Employee Plan. A Company Employee who is receiving long-term disability benefits immediately prior to the Closing under a Seller Employee Plan that provides long-term disability benefits will continue to receive long-term disability benefits after the Closing in accordance with the terms and conditions of such Seller Employee Plan. (p) The individuals listed in Schedule 5.6(h)(i) of the Disclosure Schedule have provided services primarily to DBI for at least the period set forth in Schedule 5.6(h)(i) of the Disclosure Schedule. The individuals listed in Schedule 5.6(h)(ii) of the Disclosure Schedule have provided services primarily to After Hours for at least the period set forth in Schedule 5.6(h)(ii) of the Disclosure Schedule.

Employee Benefits. (a) Section 6.12(a) All Company Benefit Plans covering active and retired U.S. employees of the Company Disclosure Letter sets forth as (collectively, "U.S. COMPANY BENEFIT PLANS") and, to Seller's knowledge, all Company Benefit Plans covering active and retired non-U.S. employees of the date Company (other than those which provide terms solely mandated by local Law), are listed on Schedule 3.16(a). True and complete copies of this Agreement all U.S. Company Benefit Plans, including any trust instruments and insurance contracts forming a list part of each material Employee any U.S. Company Benefit Plan. Each Employee Benefit Plan has been establishedPlans, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISAall amendments thereto, the Code most recent summary plan descriptions related thereto, the most recent actuarial reports and other applicable Lawsfinancial statements related thereto and, and other than routine claims for benefitsas applicable, there is no claim the three most recent Internal Revenue Service Form 5500 filings, have been provided or lawsuit pending or, made available to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit PlanBuyer. (b) With respect Schedule 3.16(b) sets forth a list of all plans that cover U.S. Applicable Employees prior to each Employee Closing and would constitute U.S. Company Benefit Plan, the Company has made available to Buyer true and complete copies of (i) all plan documents, including all amendments thereto, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, Plans if applicable, (iv) the most recent determination or opinion letter, if any, issued such plans were maintained by the Internal Revenue ServiceCompany, and (v) any related trust but which are instead maintained by Kodak or funding agreementits other Affiliates. (c) Schedule 3.16(c) separately identifies all Company Benefit Plans as to which all liabilities are not fully funded as of Closing through insurance, annuity or similar contract or trust, or which are not fully reserved on the June 30 Financial Statements or the Audited Financial Statements. (d) Each Employee U.S. Company Benefit Plan that is intended to qualify be qualified under Section section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ KnowledgeSeller's knowledge, there are no fact or event has occurred circumstances that could reasonably be expected to cause the loss result in any failure of such qualification. (d) plans to be so qualified. Except as set forth in Section 6.12(d) of the Company Disclosure Letter, none of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letterdisclosed on Schedule 3.16(d), there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits material litigation pending or, to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated by this Agreement by any employee, officer, 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) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company with respect to any matters relating to any Employee Benefit PlanSeller's

Employee Benefits. (a) Set forth on Schedule 3.22 is a true and complete list of all Benefit Plans, indicating each Benefit Plan that is intended to qualify for favorable income Tax treatment under Section 6.12(a401(a) or 501(c)(9) of the Company Disclosure Letter sets forth as Code or is governed by Section 409A of the date of this Agreement Code. Seller has made available to Buyer true, complete and correct copies of: (i) each Benefit Plan, including, without limitation, all amendments thereto and, if applicable, all related trust documents and funding instruments (including, without limitation, all insurance contracts); (ii) a list complete description of each material Employee Benefit Plan which is not in writing; (iii) the three most recent annual reports on Form 5500, filed with the Internal Revenue Service with respect to each Benefit Plan (if any such report was required under ERISA or the Code); (iv) the most recent summary plan description for each Benefit Plan. Each Employee , together with the summaries of material modifications thereto, if any, required under ERISA; (v) all material correspondence, if any, sent to or received from any governmental agency in the last three years relating to a material Benefit Plan; and (vi) the most recent Internal Revenue Service determination letter (or other ruling or opinion letter indicating its Tax-qualified status) for each Benefit Plan has been establishedthat is intended to qualify for favorable income Tax treatment under Section 401(a) or 501(c)(9) of the Code. (b) Each Benefit Plan (and each related trust, maintained and administered in accordance with its terms and insurance Contract, or fund) complies in form and in operation in all respects with the applicable requirements of ERISA, the Code and other applicable LawsCode, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit Plan, the Company has made available to Buyer true and complete copies of (i) all plan documents, including all amendments thereto, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, and (v) any related trust or funding agreement. (c) Laws. Each Employee Benefit Plan that is intended to qualify under satisfy Section 401(a) 401 of the Code has received obtained a favorable determination letter from the Internal Revenue Service (or opinion letter, if applicable) as to its qualified status or may rely on a prototype opinion letter from under the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, Code and, to Sellers’ the Seller’s Knowledge, no fact or event has occurred condition exists that could be reasonably be expected to cause result in the loss revocation of any such qualificationletter. Each Benefit Plan that is a “non-qualified deferred compensation plan” (as defined under Section 409A(d)(1) of the Code) has been operated and administered in compliance with Section 409A of the Code since January 1, 2005 or the date it was established, if later. (c) All premiums required to be paid, all benefits, expenses and other amounts due and payable, and all contributions, transfers, or payments required to be made to or under the Benefit Plans will have been paid, made, or accrued and are reflected in the most recent Financial Statements for all services on or prior to the Balance Sheet Date. (d) Except as set forth in on Schedule 3.22, no Benefit Plan is or has ever been covered by Title IV of ERISA or subject to Section 6.12(d) 412 of the Company Disclosure Letter, none of the Code nor has any Company or any of its Subsidiaries contributes ERISA Affiliates contributed to, or has, within the past six years, contributed to or had any an obligation to contribute to, within six years prior to the Closing Date, any Employee Benefit Plan that “employee benefit plan” as defined in Section 3(3) of ERISA which is a or has ever been covered by Title IV Plan of ERISA or Multiemployer Plansubject to Section 412 of the Code. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letteron Schedule 3.22(e), there is no Employee Benefit Plan that is or has ever been a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to Multiemployer Plan nor has any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated by this Agreement by any employee, officer, director or other service provider of the Company or any of its Subsidiaries ERISA Affiliates contributed to, or had an obligation to contribute to, within six years prior to the Closing Date, any Multiemployer Plan. With respect to the plans identified on Schedule 3.22(e): (i) all contributions required to be paid by the Company or its ERISA Affiliates have been timely paid; (ii) neither the Company nor any ERISA Affiliate has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied; (iii) a complete withdrawal from all such plans at the Effective Time would not result in any liability to the Company; (iv) no Claim has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan; (v) no such plan has failed to satisfy the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, respectively, or has applied for or obtained a waiver from the IRS of any minimum funding requirement or an extension of any amortization period under Section 412 of the Code or Sections 303 or 304 of ERISA; (vi) no such plan has been required to file information pursuant to Section 4010 of ERISA for the current or most recently completed fiscal year; and (vii) no “reportable event,” as defined in Section 4043 of ERISA, has occurred, or is reasonably expected to occur, with respect to any such plan. Schedule 3.22(e) sets forth, for each plan identified thereon, the amount of potential withdrawal liability of the Companies and their ERISA Affiliates, calculated according to information made available pursuant to Sections 101(k) and 101(l) of ERISA, and identifies the specific obligor. Nothing has occurred or is expected to occur that would materially increase the amount of total potential withdrawal liability of a specified obligor for any such plan over the amount shown on Schedule 3.22(e). (f) Except as set forth on Schedule 3.22, no Benefit Plan provides, or reflects or represents any liability of Sellers or the Companies to provide, retiree life insurance, retiree health or other retiree employee welfare benefits to any person for any reason, except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) or other applicable Laws. Sellers have never represented, promised or contracted (whether in oral or written form) to provide retiree life insurance, retiree health or other retiree employee welfare benefit to any Person, except to the extent required by COBRA or similar provisions of applicable Laws. (g) Except as set forth on Schedule 3.22, no event has occurred and no condition exists with respect to the Benefit Plans that could subject any of the Companies, any Benefit Plan, or the Buyer to any Tax, fine, penalty or Liability under applicable Laws. Other than routine claims for benefits, there are no proceedings pending against a Benefit Plan or against the assets of a Benefit Plan, and to the Knowledge of Sellers, (i) no such proceeding has been threatened orally or in writing, and (ii) no event has occurred and no circumstances exist that may give rise to or serve as a basis for the commencement of any such proceeding. (h) Each individual who is a “disqualified individual” classified by the Companies as an independent contractor, consultant, or advisor has been properly classified for purposes of participation and benefit under each Benefit Plan. (i) Except as such term is defined set forth on Schedule 3.22, each Benefit Plan can be unilaterally terminated or otherwise discontinued prior to the Closing in Treasury Regulation Section 1.280G-1accordance with its terms without liability to the Companies, the Buyer or their respective Affiliates. (j) could reasonably be expected Except as set forth on Schedule 3.22, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will: (i) result in any payment to be an “excess made by any of the Companies, including severance, unemployment compensation, golden parachute payment” (as defined in Section 280G(b)(1280(g) of the Code).) or otherwise, becoming due to any employee, director or consultant of the Companies, or (gii) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company with respect to increase any matters relating to benefits or accelerate vesting otherwise provided under any Employee Benefit Plan.

Employee Benefits. (a) Section 6.12(a) Part 3.19 of the Company Disclosure Letter sets forth as of the date of this Agreement a list of lists each material Employee Benefit Plan. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Planthe Business that Dxxx maintains or to which Dxxx contributes or has any obligation to contribute. (b) With respect to each Employee Benefit Plan, the Company Dxxx has delivered or made available to Buyer true and complete copies of the following documents currently in effect: (i) all plan documents, including all amendments thereto, each employment agreement covering any employee or former employee of the Business; and (ii) all summary plan descriptions, (iii) any employee handbook or personnel manual describing compensation or benefits provided to employees of the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, (iv) the most recent determination Business or opinion letter, if any, issued by the Internal Revenue Service, and (v) any related trust or funding agreementformer employees. (c) Each Neither Dxxx nor any entity required to be treated with Dxxx as a single employer under Code §414 has any material unsatisfied liability under Title IV of ERISA. All contributions to and payments from the Employee Benefit Plan Plans, except those payments to be made from a trust qualified under Code §401(a), for any period ending prior to the Closing Date that is intended are not yet, but will be, required to qualify under Section 401(a) be made, will be properly accrued and reflected in the books and records of Dxxx and the Code has received a favorable determination letter from Business at the Internal Revenue Service as to its qualified status or may rely on a prototype opinion letter from Closing Date. To the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ KnowledgeKnowledge of Dxxx, no fact trustee, fiduciary, employee or event other person has occurred that could reasonably be expected to cause the loss of such qualification. (d) Except as set forth engaged in Section 6.12(d) of the Company Disclosure Letter, none of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated by this Agreement by any employee, officer, director or other service provider of the Company or any of its Subsidiaries who is a “disqualified individualprohibited transaction” (as such term is defined in Treasury Regulation Section 1.280G-1) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) ERISA §406 or Code §4975), or any other breach of the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company fiduciary responsibility under ERISA with respect to any matters relating to any Employee Benefit Plan. Neither any of such plans nor any of such trusts have been terminated, nor has there been any “reportable event” (as the term is defined in ERISA §4043) with respect thereto during the last five years. (d) No liability has been or is expected to be incurred by Dxxx or any Affiliate under or pursuant to ERISA or the Code, including penalties and excise taxes that could, following the Closing, become or remain a liability of the business being acquired by Buyer or become a liability of Buyer or of any plans of Buyer and no event, transaction or condition has occurred or exists that could result in any such liability to the business of the Business or, following the Closing, to Buyer. (e) To the extent that any participant loan, from Dana’s Savings and Investment Plan (“Plan”) to an employee of the Business hired by Buyer, is outstanding at the Closing Date and transferred to the Buyer’s 401(k) plan as part of a direct rollover, as contemplated by Section 5.8 of this Agreement (a “Transferred Participant Loan”), the plan administrator and trustee of the Plan are authorized under the terms of the Plan to waive at the time of the Closing any default or acceleration of such a Transferred Participant Loan that would otherwise occur under the terms of the Plan solely as a result of the termination of such employee’s employment with Dxxx; and the assets of all such employees held by the Plan are qualified, in full compliance with the Code, and eligible for non-taxable, direct rollover by any such employee. (f) Before the Closing, Dxxx will have announced and published its revised vacation policy to all employees of the Business, effectively eliminating any vested right to accrued vacation benefits or payments in any calendar year based on service during the preceding calendar year.

Employee Benefits. (a) Section 6.12(a2.15(a)(i) and Section 2.15(a)(ii) of the Company Disclosure Letter sets Schedule, respectively, set forth a complete and accurate list, as of the date hereof, of this Agreement (i) all “employee benefit plans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) all other employment, independent contractor and consulting Contracts (excluding standard employment offer letters in substantially the form made available to Parent and independent contractor and consulting Contracts involving annual payments of under $100,000 and entered into in the ordinary course of business), as well as all bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement, termination, retention, change of control and other similar fringe, welfare or other employee benefit plans, programs, Contracts, policies or arrangements (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee, independent contractor, consultant or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a list of each material Employee Benefit Plan. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation single employer with the applicable requirements Company or any of ERISA, its Subsidiaries under Section 414 of the Code and other applicable Laws(an “ERISA Affiliate”), and other than routine claims for benefits, there is no claim or lawsuit pending or, with respect to Sellers’ Knowledge, threatened against which the Company or arising out any of or related to an its Subsidiaries has any material Liability (together the “Employee Benefit Plan. (b) Plans”). With respect to each Employee Benefit Plan, the Company has made available to Buyer true Parent complete and complete accurate copies of (iA) all plan documentsthe three (3) most recent annual reports on Form 5500 required to have been filed for each Employee Plan, including all amendments schedules thereto, ; (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, (ivB) the most recent determination or opinion letter, if any, issued by from the Internal Revenue Service, and (v) IRS for any related trust or funding agreement. (c) Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code has received Code; (C) the plan documents and summary plan descriptions, or a favorable determination letter written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the Internal Revenue Service IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan; (F) all amendments, modifications or supplements to any such document. (b) Neither the Company, any of the Company’s Subsidiaries nor any of their respective ERISA Affiliates has ever maintained, participated in or contributed to (or been obligated to contribute to) (i) an Employee Plan which was ever subject to Section 412 of the Code or Title IV of ERISA, (ii) a “multiemployer plan” (as to its qualified status defined in Section 4001(a)(3) of ERISA), (iii) a “multiple employer plan” as defined in ERISA or may rely on a prototype opinion letter from the Internal Revenue ServiceCode, or (iv) a “funded welfare plan” within the meaning of Section 419 of the Code. No Employee Plan is funded by, associated with or related to a “voluntary employee’s beneficiary association” within the meaning of Section 501(c)(9) of the Code. No Employee Plan provides welfare benefits that are not fully insured through an insurance contract. (c) Each Employee Plan has timely filed or has time remaining been maintained, operated and administered in which compliance in all material respects with its terms and with all applicable Law, including the applicable provisions of ERISA, the Code and the codes of practice issued by any Governmental Authority. None of the Employee Plans is maintained in and subject to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has occurred that could reasonably be expected to cause the loss Laws of such qualificationany non-U.S. jurisdiction. (d) Except as set forth in Section 6.12(d) To the Knowledge of the Company Disclosure LetterCompany, none no event has occurred and there currently exists no condition or set of circumstances in connection with which the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute could be subject to any material liability under the terms of any Employee Benefit Plan Plan, ERISA, the Code or codes of practice issued by any Governmental Authority, Collective Bargaining Agreement or any other applicable Law. Except as required by Law or that is would not result in a Title IV material liability, neither the Company nor any of its Subsidiaries has any plan or commitment to amend or establish any new Employee Plan or Multiemployer to increase any benefits under any Employee Plan. (e) Except There are no Legal Proceedings pending or, to the Knowledge of the Company, threatened 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 with respect to any Employee Plan, 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 set forth such term is defined in Section 6.12(e4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Employee Plan or for which the Company or any of its Subsidiaries has any indemnification obligation. (g) No Employee Plan provides post-termination benefits to former employees of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ its ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. Neither the Company nor any ERISA Affiliate has ever represented, promised or contracted (whether in oral or written form) to any employee of the Company or its ERISA Affiliates (either individually or to employees as a group) or any other person that such employee(s) or other person would be provided with post-termination benefits, except to the extent required by applicable Law. (fh) As Each Employee Plan that is intended to be “qualified” under Section 401 of the ClosingCode has received a favorable determination letter from the IRS to such effect and, to the Knowledge of the Company, no amount fact, circumstance or event has occurred or exists since the date of such determination letter that will would reasonably be received as a result expected to materially and adversely affect the qualified status of any such Employee Plan. (i) All contributions, premiums and other payments required to be made with respect to any Employee Plan have been timely made, accrued or reserved for in connection with all material respects. (j) Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated hereby (including the Merger) will, either alone or in conjunction with any other event, (i) result in any payment or benefit becoming due or payable, or required to be provided, to any director, employee 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 or independent contractor, or (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation. Section 2.15(j) of the Company Disclosure Schedule lists each Company “disqualified individual” (as defined in Section 280G of the Code). No payment or benefit which will or may be made by this Agreement the Company or its ERISA Affiliates with respect to any current or former employee or any other disqualified individual will be characterized as a “parachute payment,” within the meaning of Section 280G(b)(2) of the Code. There is no Contract, plan or arrangement to which the Company or any ERISA Affiliate is a party or by which it is bound to compensate any employee, officer, director current or former employee or other service provider disqualified individual for excise taxes which may be required pursuant to Section 4999 of the Code. (k) There are no Contracts of employment or for services with any employee 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) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) of provide services outside the Code)United States. (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company with respect to any matters relating to any Employee Benefit Plan

Employee Benefits. (a) Section 6.12(a) of Raven Holdings has made available to SXCP in the Company Disclosure Letter sets forth as of the date of this Agreement a list Data Room true, correct and complete copies of each material Employee Benefit Plan. Each Employee Benefit Plan has been establishedemployment, maintained and administered in accordance with its terms and complies in form and operation with welfare, pension, retirement, profit-sharing, bonus (including sale incentive), incentive, deferred compensation, severance pay, vacation or paid time off, or other-employee benefit plan, fund or program, whether or not within the applicable requirements meaning of Section 3(3) of ERISA, and any stock option, stock purchase stock bonus, or other stock-based or equity incentive compensation plan, program, contract, agreement or arrangement the Code Operating Company or Jacob currently sponsors or maintains, or to which the Operating Company or Jacob currently contributes or is required to contribute, or with respect to which the Operating Company or Xxxxx xxx have liability, for the benefit of any Business Employees (individually a “Plan” and other applicable Lawscollectively the “Plans”), and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out all of or related to an Employee Benefit Planwhich are set forth in Schedule 4.12. (b) With respect to each Employee Benefit Plan, Each Plan that is an “employee pension benefit plan” within the Company has made available to Buyer true and complete copies meaning of (iSection 3(2) all plan documents, including all amendments thereto, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, and (v) any related trust or funding agreement. (c) Each Employee Benefit Plan of ERISA that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as to its qualified status IRS, or may rely on it has been timely requested, or is the subject of a prototype favorable opinion letter from the Internal Revenue ServiceIRS on the form of such Plan, and there are no facts or circumstances that would be reasonably likely to adversely affect the qualified status of such Plan in any material respect; (ii) no “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is or was maintained or contributed to by the Operating Company, Jacob, or has timely filed any ERISA Affiliate, is or has time remaining in which was subject to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has occurred that could reasonably be expected to cause the loss minimum funding requirements of such qualification. (d) Except as set forth in Section 6.12(d) 412 of the Company Disclosure Letter, none Code or Section 302 of the Company ERISA or any of its Subsidiaries contributes to, or has, within the past six years, contributed is subject to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plan. of ERISA; (eiii) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is has been no Employee Benefit Plan that is a non-exempt “welfare benefit planprohibited transaction” within the meaning of Section 3(1) 406 of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B 4975 of the Code involving any Plan; (iv) all required employer contributions to each Plan have been made when due (or, in the case of contributions not yet due, have been accrued on the Operating Company’s financial statements and records to the extent required by GAAP); (v) Raven Holdings has made available to SXCP (in the Data Room, in Raven Holdings’ offices in Palm Beach Gardens, FL, or any similar state Law. (f) As in the offices of the ClosingOperating Company in Convent, no amount that will be received LA) as to each Plan, if applicable, a result true, correct and complete copy of or in connection (S) the most recent annual report (Form 5500) filed with the consummation of IRS, if applicable, (T) the transactions contemplated by this Agreement by any employeemost recent actuarial valuation report, officerif applicable, 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-1U) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (g) This Section 6.12 constitutes the sole each Plan document, trust agreement, group annuity contract and exclusive representations and warranties of the Company with respect to any matters insurance contract, if any, relating to such Plan, (V) the most recent summary Plan description, (W) forms filed with the PBGC (other than for premium payments) within the twelve-month period preceding the Closing Date, (X) the most recent determination letter or favorable opinion letter issued by the IRS, (Y) any Employee Benefit PlanForm 5310 or Form 5330 filed with the IRS and (Z) the nondiscrimination tests performed under ERISA and the Code (including 401(k) and 401(m) tests) for the preceding three years;

Employee Benefits. (ai) Section 6.12(a3.1(l)(i) of the Company Disclosure Letter sets forth as of the date of this Agreement Schedule contains a true and complete list of each material Employee Benefit "employee benefit plan" (within the meaning of ERISA section 3(3)), each stock purchase, stock option, restricted stock and stock units, severance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation, vacation and all other employee benefit plans, agreements, programs, policies or other arrangements relating to employment, benefits or entitlements, whether oral or written, whether or not subject to ERISA, under which (x) any current or former employee, director or consultant of the Company or any of its Subsidiaries has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of its Subsidiaries or (y) the Company or any of its Subsidiaries has had or has any present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the "Company Plans". (ii) With respect to each Company Plan. Each Employee Benefit , Company has delivered or made available to Parent a current, accurate and complete copy (or, to the extent no such copy exists, an accurate written description) thereof and, to the extent applicable, (a) any related trust agreement, annuity contract or other funding instrument; (b) the most recent IRS determination letter; (c) any summary plan description and other written communications (or a description of any oral communications) by the Company or its Subsidiaries to their respective employees concerning the extent of the benefits provided under a Company Plan; (d) for the most recent year (1) the Form 5500 and attached schedules, (2) audited financial statements, (3) actuarial valuation reports, and (4) attorney's response to auditors' requests for information; and (e) a summary of any proposed amendments or changes anticipated to be made to the Company Plans at any time within the twelve months immediately following the date hereof. (iii) Except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company: (a) each Company Plan has been established, maintained established and administered in accordance with its terms terms, and complies in form and operation compliance with the applicable requirements provisions of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. laws; (b) With respect to each Employee Benefit Plan, the Company has made available to Buyer true and complete copies of (i) all plan documents, including all amendments thereto, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, and (v) any related trust or funding agreement. (c) Each Employee Benefit Plan that which is intended to qualify under be qualified within the meaning of Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service IRS as to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, qualification and, to Sellers’ Knowledgethe knowledge of the Company or its Subsidiaries, no fact nothing has occurred, whether by action or event has occurred that failure to act, which could reasonably be expected to cause result in the loss of such qualification; (c) no event has occurred and no condition exists which would subject the Company or any of its Subsidiaries, either directly or by reason of its affiliation with any of its "ERISA Affiliates" (defined as any organization which is a member of a controlled group of organizations with the Company within the meaning of Sections 414(b), (c), (m) or (o) of the Code), to any liability, Tax, fine or penalty imposed by ERISA, the Code or other applicable laws; (d) for each Company Plan with respect to which a Form 5500 has been filed, no change has occurred with respect to the matters covered by the most recent Form 5500 since the date thereof; (e) with respect to any Company Plan, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or threatened, (ii) no facts or circumstances exist that could give rise to any such actions, suits or claims; and (iii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the IRS or other governmental agencies are pending, threatened or in progress; and (f) neither the Company nor any other party has engaged in a prohibited transaction, as such term is defined under Section 4975 of the Code or ERISA section 406, which would subject the Company or Parent to any Taxes, penalties or other liabilities under Section 4975 of the Code or ERISA sections 409 or 502(i). (div) Except as disclosed in Section 3.1(l)(iv) of the Company Disclosure Schedule and except as provided in Section 1.9 herein, (a) neither the Company nor any ERISA Affiliate has any announced plan or legally binding commitment to create any additional plans that would be Company Plans if in existence on the date of this Agreement or to amend or modify any existing Company Plan; and (b) no Company Plan provides for medical or health benefits (through insurance or otherwise) or provides for the continuation of such benefits or coverage for any participant or any dependent or beneficiary of any participant after such participant's retirement or other termination of employment, except as may be required by Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code ("COBRA"). (v) Except as disclosed in Section 3.1(l)(v) of the Company Disclosure Schedule, no Company Plan exists that, as a result of the execution of this Agreement or the transactions contemplated by this Agreement (whether alone or in connection with any subsequent event(s)), could reasonably be expected to result in (i) the payment to any current or former employee, director or consultant of any money or other property, or (ii) the provision of any benefits or other rights of any such employee, director or consultant or (iii) the increase, acceleration or provision of any payments, benefits or other rights to any such employee, director or consultant, whether or not any such payment, right or benefit would constitute a "parachute payment" within the meaning of Section 280G of the Code. (vi) (a) No "accumulated funding deficiency" as such term is defined in ERISA section 302 and Section 412 of the Code (whether or not waived) has occurred with respect to any Company Plans, where any such material liability remains outstanding; and (b) no event or condition exists which could be deemed a "reportable event" within the meaning of ERISA section 4043 which could result in a material liability to the Company or any of its ERISA Affiliates. (vii) Neither the Company nor any Subsidiaries nor any ERISA Affiliate has ever contributed to, or withdrawn in a partial or complete withdrawal from, or has or had any liability or obligation in respect of any "multiemployer plan" (as defined in ERISA section 3(37). No Company Plan is a "multiple employer plan" as described in ERISA section 3(40) or Section 413(c) of the Code. (viii) No Company Plan is a collateral assignment split-dollar life insurance program which covers, or otherwise provides for "personal loans" to, executive officers (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act). (ix) Except as set forth in Section 6.12(d3.1(l)(ix) of the Company Disclosure LetterSchedule, none since August 2, 1999, the Company has not taken any action to amend, modify, supplement or terminate, or waive or consent to any noncompliance under, the Company Stockholders Agreement, the Non-Competition Agreement, dated as of August 2, 1999, among the Company and the other parties thereto, or any other noncompete and/or nonacceptance covenant, nonsolicitation covenant, covenant not to disclose confidential information or other similar agreement, in each of the foregoing cases with respect to (or otherwise affecting the rights or obligations of) (A) in each case as in existence as of the date of this Agreement with any Company Employee listed in Section 6.2(e) of the Parent Disclosure Schedule or who otherwise would reasonably be considered a key employee of the Company or any of its Subsidiaries contributes to(collectively, or has"Key Employees"), within the past six years, contributed to or had (B) any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plan. Principal (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1the Company Stockholders Agreement) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated currently employed by this Agreement by any employee, officer, director or other service provider of the Company or any of its Subsidiaries who is a “disqualified individual” Subsidiaries, or (as such term is defined in Treasury Regulation Section 1.280G-1C) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of any Principal whose employment or independent contractor status with the Company with respect and its Subsidiaries terminated within the past three years (a "Former Principal"). The Company's Board of Directors has duly approved the amendments to any matters relating to any Employee Benefit Planthe Company Stockholders Agreement set forth in the Amendment and Agreement.

Employee Benefits. (a) Section 6.12(aSchedule 5.15(a) of the Disclosure Schedule lists (i) the Company Disclosure Letter sets forth as of Benefit Plans and (ii) separately identifies any other benefit plan, agreement or practice maintained by any entity, trade or business that is, or within the date of this Agreement preceding six (6) years has been, considered a list of each material Employee Benefit Plan. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation single employer with the applicable requirements of ERISA, Company under ERISA or the Code and other applicable Laws(each, and other than routine claims for benefits, there is no claim an “ERISA Affiliate”) with respect to which an Acquired Company has any current or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) contingent liability. With respect to each Employee Company Benefit Plan, the Company has made available to provided Buyer true with accurate, current and complete copies of each of the following, as applicable: (i) all the plan documents, including documents together with all amendments theretothereto (or a written summary of all material terms if such Company Benefit Plan has not been reduced to writing), and any related trust agreements, insurance contracts or other funding instruments; (ii) all summary plan descriptions, (iii) the most recent annual report summary plan description and any summaries of material modification thereto; (Form 5500 seriesiii) filed with in the case of any plan that is intended to be qualified under Section 401(a) of the Code, the most recent determination or opinion letter from the U.S. Internal Revenue Service, if applicable, Service (“IRS”); (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, and actuarial valuation; (v) any related trust notices, letters or funding agreementother material correspondence from the IRS, U.S. Department of Labor or other Governmental Authority in the past six (6) years; and (vi) in the case of any Company Benefit Plan for which Forms 5500 are required to be filed, the most recently filed Form 5500 and all attachments thereto. (b) Except as set forth on Schedule 5.15(b) of the Disclosure Schedule, no Acquired Company nor any of their respective ERISA Affiliates maintains, contributes to, or has any liability (contingent or otherwise) with respect to, or has within the six (6) years prior to the date of this Agreement maintained or contributed to, or has had any liability (contingent or otherwise) with respect to, (i) a plan subject to Title IV of ERISA or Code Section 412 or 430 of the Code, (ii) a multiemployer pension plan as defined in Section 3(37) or Section 4001(a)(3) of ERISA; (iii) a “multiple employer plan” subject to Section 413(c) of the Code; (iv) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); or (v) any self-insured medical plan. Except as set forth on Schedule 5.15(b) of the Disclosure Schedule, no Company Benefit Plan provides benefits or coverage in the nature of health, life or disability insurance following retirement or other termination of employment, except as required under applicable Law with such cost of coverage borne by the former employee. (c) Each Employee Acquired Company has paid (or, if not yet due and payable, fully accrued or reserved, if applicable) (i) all amounts due by it (other than amounts not past due), including all employer contributions, employee salary reduction contributions, premiums, and other expenses, to or in respect of each Company Benefit Plan and each Multiemployer Plan (whether required to be paid by Law, under the terms of such plan, or pursuant to a Collective Bargaining Agreement) and (ii) all dues and assessments of any Union. (d) All Company Benefit Plans (including any associated trusts or other funding instruments and any process of termination of such Company Benefit Plans) have been established, funded, maintained and administered in all material respects in accordance with their terms and all applicable Laws. To the Knowledge of the Company, no other Person is in material breach of such Person’s obligations under the terms of any Company Benefit Plan. Each Company Benefit Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, IRS upon which it can rely with respect to such qualification. No facts or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has occurred circumstances exist that could reasonably be expected to cause (or to have) adversely affected the loss Tax-qualified status of such qualificationCompany Benefit Plan or prevent (or prevented) such Company Benefit Plan from receiving the tax status described therein. Each Company Benefit Plan subject to Section 409A of the Code has been maintained and operated in compliance in all materials respects with Section 409A of the Code and applicable regulations and guidance thereunder. There has been no transaction involving any Company Benefit Plan, which is a Prohibited Transaction, which would subject any such Company Benefit Plan or the Acquired Companies to material liability under ERISA, the Code or any other Law, nor will the transactions contemplated by this Agreement or any other indemnification (whether contractual, by law or otherwise) that could give rise to any such liability as a result of a Prohibited Transaction. (de) No Acquired Company has any obligation to gross up or otherwise reimburse or indemnify any Person for the interest or additional Tax set forth under Section 409A of the Code, any excise Tax under Section 4999 of the Code, or any other Tax. (f) Except as set forth in Section 6.12(don Schedule 5.15(f) of the Disclosure Schedule, no Acquired Company Disclosure Letterhas adopted any policy or entered into any agreement relating to the payment of severance pay to employees or independent contractors whose employment or engagement (as applicable) is terminated or suspended, none of the Company voluntarily or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Planotherwise. (eg) Except as set forth in Section 6.12(e) Neither the execution and delivery of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with this Agreement nor the consummation of the transactions contemplated by this Agreement by will, either alone or in connection with any employeeother event, officerresult in (i) except as set forth on Schedule 5.15(g) of the Disclosure Schedule, director the payment of severance or other service provider compensation or benefit to any employee or independent contractor, (ii) except as required by the covenants described in ARTICLE VI, any acceleration, vesting or funding of, or increase in, any compensation or benefits under any Company Benefit Plan or otherwise, (iii) the forgiveness of indebtedness of any Person; or (iv) any “parachute payment” under Section 280G of the Code. (h) Except as set forth on Schedule 5.15(h) of the Disclosure Schedule, no Company Benefit Plan, has incurred any accumulated funding deficiency (within the meaning of ERISA or Code). The Company has paid all premiums due to the Pension Benefit Guaranty Corporation (the “PBGC”), if any, with respect to each Company Benefit Plan and no other liability to the PBGC has been incurred by the Company. The Company has not at any time (i) ceased operations at a facility so as to become subject to the provisions of Section 406 of ERISA or (ii) withdrawn as a substantial employer or ceased making contributions so as to become subject to the provisions of Section 4063 and Section 4064 of ERISA. The Company has not received any notice of any withdrawal liability as defined in Section 4201 of ERISA with respect to any Multiemployer Plan, and the Company has not incurred any such withdrawal liability. (i) As of the date hereof, there is no pending or, to the Knowledge of the Company or to the Knowledge of the Seller ESOP Trustee, threatened Action relating to a Company Benefit Plan, other than routine claims for benefits provided for under a Company Benefit Plan. No Acquired Company has received any correspondence that a Company Benefit Plan is or has been the subject of its Subsidiaries who an investigation, examination or audit by a Governmental Authority. (j) With respect to each Company Benefit Plan that is a pension plan subject to Title IV of ERISA, Section 302 of ERISA and/or Section 412 of the Code: (i) all premiums due the Pension Benefit Guaranty Corporation have been paid; (ii) no Person has filed a notice of intent to terminate the plan or adopted any amendment to treat such plan as terminated; (iii) the Pension Benefit Guaranty Corporation has not instituted, or threatened to treat such plan as terminated; (iv) 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, such plan; (v) there has been no “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) could reasonably be expected to be an “excess parachute paymentreportable event” (as defined in Section 280G(b)(14043 of ERISA) that would require the giving of notice or any event requiring disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA; and (vi) no Acquired Company nor any of their respective ERISA Affiliates is, or is expected to be, subject to (A) any requirement to post security pursuant to Section 412(c)(4) of the Code or (B) any Lien pursuant to Section 430(k) of the Code). No Acquired Company nor any of their respective ERISA Affiliates has incurred any outstanding Liability under Section 4062 of ERISA or engaged in any transaction described in Sections 4069 or 4212(c) of ERISA. (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company with respect to any matters relating to any Employee Benefit Plan

Employee Benefits. (a) Section 6.12(aSchedule 3.9(a) of the Company Corporation Disclosure Letter sets forth as of the date of this Agreement a true and complete list of each material Employee Benefit Plan and Multiemployer Plan. Each Employee Benefit Plan has been establishedExcept as disclosed on Schedule 3.9 of the Corporation Disclosure Letter, maintained and administered in accordance with none of the Corporation or its terms and complies in form and operation with Subsidiaries or the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim ERISA Affiliates have any commitment to establish any additional Plans or lawsuit pending or, to Sellers’ Knowledge, threatened against modify or arising out of or related to an Employee Benefit change materially any existing Plan. (b) With respect to each Employee Benefit Plan, the Company . The Corporation has made available to Buyer the Parent with respect to each Plan (i) true and complete copies of all written documents comprising such Plan (iincluding amendments and individual agreements relating thereto) all plan documentsor, including all amendments theretoif there is no such written document, an accurate and complete description of such Plan and (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with the on Internal Revenue Service, if applicable, (iv) the most recent determination or opinion letterService Form 5500-series and financial statements, if any. (b) Each Plan is in compliance in form and operation with its terms and with all applicable Laws, issued by including ERISA and the Internal Revenue ServiceCode, and (v) all contributions and payments required to be made under any Plan or related trust agreement have been made in a timely fashion or funding agreementhave been properly reflected on the Financial Statements. (c) Each Employee Benefit Plan that (and each related trust, if any) which is intended to qualify be “qualified” under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from effect that it meets the Internal Revenue Service, and, to Sellers’ Knowledge, requirements of Sections 401(a) and 501(a) of the Code covering all applicable Tax Law changes and no fact or event has occurred that occurred, and no condition exists, which could reasonably be expected to cause the loss of adversely affect such qualificationdetermination. (d) Except as set forth in Section 6.12(don Schedule 3.9(d) of the Company Corporation Disclosure Letter, none of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit no Plan that is a Title IV Plan or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or for post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliatesretiree welfare benefits, other than pursuant to except as required by Section 4980B of the Code or Part 6 of subtitle B of Title I of ERISA or for death benefits under any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated by this Agreement by any employee, officer, director or other service provider of the Company or any of its Subsidiaries who is a “disqualified individualemployee pension plan” (as such term is defined in Treasury Regulation Section 1.280G-13(2) could of ERISA). (e) There are no pending or, to the best of the Corporation’s knowledge, threatened, claims, lawsuits, actions, audits, investigations, or other proceedings (other than routine claims for benefits) with respect to any Plan. There has been no violation of the fiduciary responsibility rules with respect to any Plan. (i) No ERISA Event has occurred or is reasonably be expected to be an “excess parachute payment” occur, (ii) there exists no Unfunded Pension Liability with respect to Plans that are employee pension benefit plans (as such term is defined in Section 280G(b)(13(2) of ERISA) in the Code)aggregate (taking into account only Plans with positive Unfunded Pension Liability) in excess of $100,000, (iii) none of the Corporation or its Subsidiaries or the ERISA Affiliates is making or accruing an obligation to make contributions, or has within any of the five calendar years immediately preceding the date hereof, made or accrued an obligation to make contributions to any Multiemployer Plan, (iv) no Plan which is subject to Section 412 of the Code or Section 302 of ERISA has applied for or received an extension of any amortization period, within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA, (v) none of the Corporation or its Subsidiaries or the ERISA Affiliates has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions, (vi) none of the Corporation or its Subsidiaries or the ERISA Affiliates has incurred or reasonably expects to incur any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan and (vii) none of the Corporation or its Subsidiaries or the ERISA Affiliates have any liability under Section 4069 or 4212(c) of ERISA. (g) This Section 6.12 constitutes There are no participants in the sole Corporation’s (i) Executive Annual Performance Incentive Plan or (ii) Supplemental Deferred Compensation Plan, other than Jxxx Xxxx, Dxxxxx X. Xxxx and exclusive representations and warranties of the Company with respect to any matters relating to any Employee Benefit PlanCxxxx X.

Employee Benefits. (a) Section 6.12(a3.21(a) of the Company Disclosure Letter Schedule sets forth each Employee Plan. Prior to the date hereof, the Company has made available to Parent in the virtual data room a true and complete copy of each Employee Plan (or a description, of any material unwritten plan) and all amendments thereto and, as applicable, all related trust agreements, insurance Contracts or other funding arrangements and amendments thereto, the current prospectus or summary plan description and all related summaries of material modifications, the most recent annual report (Form 5500) and accompanying schedules and attachments thereto for the most recently completed plan year, the most recent favorable determination or opinion letter from the IRS, the most recently prepared actuarial reports and financial statements, all material documents and correspondence relating thereto received from or provided to the IRS, the Department of Labor, the PBGC or any Governmental Authority during the past three years and all current employee handbooks, manuals and policies. (a) No member of the date Company Group nor any of this Agreement a list of each their respective ERISA Affiliates 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 material Employee Benefit Plan. Each Employee Benefit Plan has been establishedLiability with respect to, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements any plan subject to Title IV of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit including any Multiemployer Plan. (b) With respect to each any Employee Benefit PlanPlan covered by Subtitle B, Part 4 of Title I of ERISA or Section 4975 of the Code, no non-exempt prohibited transaction has occurred that has caused within the past six years or would be reasonably be expected to cause any member of the Company has made available Group to Buyer true and complete copies of (i) all plan documents, including all amendments thereto, (ii) all summary plan descriptions, (iii) incur any material Liability under ERISA or the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, and (v) any related trust or funding agreementCode. (c) No member of the Company Group has any current or projected Liability for, and no 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 Applicable Law, including COBRA). (d) Each Employee Benefit Plan that is intended to qualify be qualified under Section 401(a) of the Code has received (or is entitled to rely upon) a favorable determination letter from the Internal Revenue Service as to its qualified status determination, advisory or may rely on a prototype opinion letter from the Internal Revenue Service, IRS or has timely filed or has time remaining in which applied to file an application the IRS for such determination from a letter within the Internal Revenue Service, applicable remedial amendment period or such period has not expired and, to Sellers’ Knowledgethe Company’s knowledge, no fact or event has occurred circumstances exist that could would reasonably be expected to cause result in any such letter being revoked or not being reissued or a material penalty under the loss of IRS Closing Agreement Program if discovered during an IRS audit or investigation. Each trust created under any such qualification. (d) Except as set forth in Employee Plan is exempt from Tax under Section 6.12(d501(a) of the Company Disclosure Letter, none of the Company or any of Code and has been so exempt since its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Plancreation. (e) Except as set forth in Section 6.12(e) of the Company Disclosure LetterEach Employee Plan, there is no Employee Benefit Plan and any award thereunder, that is or forms part of a “welfare benefit nonqualified deferred compensation plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B 409A of the Code or any similar state Lawhas been operated in compliance with such requirements in all material respects with, and the Company has complied in practice and operation in all material respects with, all applicable requirements of Section 409A of the Code. (f) As Each Employee Plan has been maintained in the past six years in the past six years in material compliance with its terms and all Applicable Law, including ERISA and the Code. No material action, suit, investigation, audit, proceeding or claim (other than routine claims for benefits) is pending against or, to the knowledge of the ClosingCompany, no amount involves or is threatened against or threatened to involve, any Employee Plan before any court or arbitrator or any Governmental Authority, including the IRS, the Department of Labor or the PBGC. (g) All contributions, premiums and payments that will are due in the past six years have been made for each 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 Date that are not due are properly accrued to the extent required to be received accrued under applicable accounting principles. (h) Except as a result provided in Section 3.21(h) of or in connection with the Company Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby (either alone or together with any other event) will 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, enhance any benefits or 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 Employee Plan, except as required by this Agreement Applicable Law, or limit the right of any member of the Company Group or, after the Closing, Parent, the Surviving Company or any of their respective Affiliates, to merge, amend or terminate any Employee Plan in accordance with its terms and Applicable Law. No Employee Plan, individually or collectively, would reasonably be expected to result in the payment of any amount that would not be deductible under Section 280G of the Code. (i) Other than as necessary to comply with Applicable Law, there has been no amendment to, written interpretation of or announcement (whether or not written) by any employee, officer, director or other service provider of the Company or any of its Subsidiaries who is a “disqualified individual” (as Affiliates relating to, or change in employee participation or coverage under, any Employee Plan that would increase materially the expense of maintaining such term is defined Employee Plan above the level of expense incurred in Treasury Regulation Section 1.280G-1) could respect thereof for the most recent fiscal year ended prior to the date hereof. To the Company’s knowledge, no events have occurred with respect to any Employee Plan that would reasonably be expected to be an “excess parachute payment” result in the assessment of any material excise tax against any member of the Company Group. (as defined in j) No member of the Company Group has a material 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 any such obligation for any Tax incurred by such Company Service Provider under Section 280G(b)(1) 409A or 4999 of the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company with respect to any matters relating to any Employee Benefit Plan

Employee Benefits. (a) Section 6.12(a) of The Company has provided to Parent in connection with the Company Disclosure Letter sets forth as of the date of due diligence related to this Agreement a correct and complete list of each material Employee Benefit Plan. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Company Benefit Plan. (b) With respect to each Employee Company Benefit Plan, the Company has made available to Buyer true Parent, to the extent applicable, (i) if any material Company Benefit Plan is not set forth in a written document, a written description of such plan; and (ii) correct and complete copies of, (A) the Company Benefit Plan document, including any amendments or supplements thereto, and all related trust documents, insurance contracts or other funding vehicles, (B) the most recently prepared actuarial report and (C) all material correspondence to or from any Governmental Entity received in the last three years with respect to any Company Benefit Plan. (i) Each Company Benefit Plan (including any related trusts) has been established, operated and administered in material compliance with its terms and applicable Laws, including ERISA and the Code, (ii) all material contributions or other material amounts payable by the Company with respect to each Company Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP, and (iii) there are no claims or Proceedings (other than routine claims for benefits) pending or, to the Knowledge of the Company, threatened, by, on behalf of or against any Company Benefit Plan or any trust related thereto which could reasonably be expected to result in any material liability to the Company. (d) With respect to each ERISA Plan, the Company has made available to Parent, to the extent applicable, correct and complete copies of (i) the most recent summary plan description together with any summaries of all plan documents, including all amendments material modifications and supplements thereto, (ii) all summary plan descriptions, the most recent IRS determination or opinion letter and (iii) the two most recent annual report reports (Form 5500 series) filed with the Internal Revenue Service, if applicable, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, 990 series and (v) any related trust or funding agreementall schedules and financial statements attached thereto). (ce) Each Employee Benefit ERISA Plan that is intended to qualify be qualified under Section 401(a) of the Code has received a favorable determination letter, opinion letter, or advisory letter from the Internal Revenue Service upon which it may rely as to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, qualification and, to Sellers’ Knowledgethe Knowledge of the Company, no fact or event nothing has occurred that would adversely affect the qualification or tax exemption of any such ERISA Plan. With respect to any ERISA Plan, the Company has not engaged in any transaction in connection with which the Company reasonably could reasonably be expected subject to cause either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to Section 4975 or 4976 of the loss of such qualificationCode. (df) Except as set forth in Section 6.12(d) of required by applicable Law, no Company Benefit Plan provides retiree or post-employment medical, disability, life insurance or other welfare benefits to any Person, and the Company Disclosure Letter, none of has no obligation to provide such benefits. To the extent that the Company sponsors such plans, the Company has reserved the right to amend, terminate or modify at any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee time each Company Benefit Plan that is a Title IV Plan or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment disability, life insurance or other welfare benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state LawPerson. (f) As of the Closing, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated by this Agreement by any employee, officer, 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) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company with respect to any matters relating to any Employee Benefit Plan

Employee Benefits. (a) Section 6.12(a) of the Each Company Disclosure Letter sets forth as of the date of this Agreement a list of each material Employee Benefit PlanPlan is listed in Schedule 2.13(a). Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit Company Plan, the Company has made available delivered to Buyer a true and complete copies correct copy of (i) all plan documentsthe only annual report (Form 5500) that the Company has filed with the Internal Revenue Service (“IRS”), including (ii) each such Company Plan that has been reduced to writing and all amendments thereto, (iiiii) all summary plan descriptionseach trust agreement, insurance contract or administration agreement relating to each such Company Plan, (iiiiv) a written summary of each unwritten Company Plan, (v) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicablesummary plan description or other written explanation of each Company Plan provided to participants, (ivvi) the most recent determination or opinion letterletter and request therefor, if any, issued by the Internal Revenue ServiceIRS with respect to any Company Plan intended to be qualified under Section 401(a) of the Code, (vii) any request for a determination currently pending before the IRS and (vviii) all correspondence with the IRS, the Department of Labor, the SEC or Pension Benefit Guaranty Corporation relating to any related trust outstanding controversy or funding agreementaudit. Each Company Plan complies in all material respects with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code and all other applicable statutes and governmental rules and regulations. Neither the Company nor any ERISA Affiliate currently maintains, contributes to or has any liability under or, at any time during the past six (6) years has maintained or contributed to, any pension plan which is subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA. Neither the Company nor any ERISA Affiliate currently maintains, contributes to or has any liability under or, at any time during the past six (6) years has maintained, contributed to, or had any liability under, any multiemployer plan (as defined in Section 4001(a)(3) of ERISA). Set forth in Schedule 2.13(a) is a schedule of any service credited to any participant under any Company Plan that exceeds such participant’s actual service with the Company. (cb) Each Employee Benefit Except as listed in Schedule 2.13(b), with respect to the Company Plans, no event or set of circumstances has occurred and there exists no condition or set of circumstances in connection with which the Company or ERISA Affiliates or any Company Plan fiduciary could be subject to any liability under the terms of such Company Plans, ERISA, the Code or any other applicable law. All Company Plans that is are intended by their terms to qualify be, or are otherwise treated by the Company as, qualified under Section 401(a) of the Code has received a favorable determination letter from have been determined by the Internal Revenue Service as IRS to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Servicebe so qualified, or has a timely filed or has time remaining in which to file an application for such determination from is now pending and the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has occurred that could reasonably be expected to cause the loss Company is not aware of any reason why any such qualification. (d) Company Plan is not so qualified in operation. Except as set forth in Section 6.12(d) of Schedule 2.13(b), neither the Company Disclosure Letter, none nor any ERISA Affiliate has any liability or obligation under any welfare plan or agreement to provide benefits after termination of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute employment to any Employee Benefit Plan that is a Title IV Plan employee or Multiemployer Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, dependent other than pursuant to as required by Section 4980B of the Code or any similar state LawCode. (fc) As of the Closingused herein, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated by this Agreement by any employee, officer, director or other service provider of the (i) “Company or any of its Subsidiaries who is Plan” means a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) could reasonably be expected to be an “excess parachute paymentpension plan” (as defined in Section 280G(b)(1) of the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company with respect to any matters relating to any Employee Benefit Planin

Employee Benefits. (a) Section 6.12(aSchedule 4.21(a) of the Company Disclosure Letter sets forth as Schedule lists all Plans by name. True, correct and complete copies of each of the date of this Agreement a list of each material Employee Benefit Plan. Each Employee Benefit Plan has Plans and related trust, funding and administrative services documents and favorable determination letters, if applicable, have been establishedfurnished or made available to Buyer or its representatives, maintained and administered in accordance with its terms and complies in form and operation along with the applicable requirements of ERISA, the Code most recent report filed on Form 5500 and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, summary plan descriptions with respect to Sellers’ Knowledge, threatened against or arising out of or related each Plan required to an Employee Benefit Planfile a Form 5500. (b) With respect to Schedule 4.21(b) of the Disclosure Schedule lists each Employee Benefit Plan, employee of the Company has made available who is, as of the date specified on such schedule, which date is within ten Business Days prior to Buyer true and complete copies the date of this Agreement, (i) all plan documentsabsent from active employment due to short or long term disability, including all amendments thereto(ii) absent from active employment on a leave pursuant to the Family and Medical Leave Act or a comparable state Law, (iii) absent from active employment on any other leave or approved absence (together with the reason for each leave or absence) or (iv) absent from active employment due to military service (under conditions that give the employee rights to re-employment). Schedule 4.21(b) of the Disclosure Schedule will be updated through a Disclosure Supplement to present the information required by this Section 4.21(b) as of a date within 10 Business Days prior to the Closing Date. (c) (i) All Plans intended to be Tax qualified under Section 401(a) or Section 403(a) of the Code are so qualified, (ii) all summary plan descriptionstrusts established in connection with Plans intended to be Tax exempt under Section 501(a) or (c) of the Code are so Tax exempt, (iii) to the most recent annual report (Form 5500 series) filed extent required either as a matter of Law or to obtain the intended Tax treatment and Tax benefits, all Plans comply in all respects with the Internal Revenue Service, if applicablerequirements of ERISA and the Code, (iv) all Plans have been administered in accordance with the most recent determination or opinion letterdocuments and instruments governing the Plans, if any, issued by the Internal Revenue Service, and (v) all reports and filings with Governmental Entities (including the Department of Labor, the IRS, Pension Benefit Guaranty Corporation and the SEC) required in connection with each Plan have been timely made, (vi) all disclosures and notices required by Law or Plan provisions to be given to participants and beneficiaries in connection with each Plan have been properly and timely made and (vii) the Company has made a good faith effort to comply with the reporting and taxation requirements for FICA taxes with respect to any related trust or funding agreementdeferred compensation arrangements under Section 3121(v) of the Code. (ci) Each Employee Benefit All contributions, premium payments and other payments required to be made in connection with the Plans have been made, (ii) a proper accrual has been made on the books of account of the Company for all contributions, premium payments and other payments due in the current fiscal year, (iii) no contribution, premium payment or other payment has been made in support of any Plan that is intended in excess of the allowable deduction for federal income Tax purposes for the year with respect to qualify which the contribution was made (whether under Section 401(a) 162, Section 280G, Section 404, Section 419, Section 419A of the Code has received a favorable determination letter from the Internal Revenue Service as or otherwise) and (iv) with respect to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has occurred that could reasonably be expected to cause the loss of such qualification. (d) Except as set forth in Section 6.12(d) of the Company Disclosure Letter, none of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute to any Employee Benefit each Plan that is a Title IV Plan subject to Section 301 et seq. of ERISA or Multiemployer Section 412 of the Code, the Company is not liable for any “accumulated funding deficiency” as that term is defined in Section 412 of the Code and the projected benefit obligations do not exceed the assets of the Plan. (e) Except as set forth in Section 6.12(e) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with the The consummation of the transactions contemplated by this Agreement by will not (i) cause any employeePlan to increase benefits payable to any participant or beneficiary, officer, director (ii) entitle any current or other service provider former employee of the Company to severance pay, unemployment compensation or any other payment, benefit or award or (iii) accelerate or modify the time of its Subsidiaries who payment or vesting, or increase the amount of any benefit, award or compensation due any such employee. (f) (i) No Litigation is pending with regard to any Plan other than routine uncontested claims for benefits, (ii) no Plan is currently under examination or audit by the Department of Labor, the IRS or the Pension Benefit Guaranty Corporation, (iii) the Company has no actual or potential liability arising under Title IV of ERISA as a “disqualified individual” result of any Plan that has terminated or is in the process of terminating, (as such term is defined in Treasury Regulation iv) the Company has no actual or potential liability under Section 1.280G-14201 et seq. of ERISA for either a complete withdrawal or a partial withdrawal from a multiemployer plan and (v) with respect to the Plans, the Company has no liability that could reasonably be expected to be an “excess parachute payment” result in a Material Adverse Effect (either directly or as defined in a result of indemnification) for (and the transactions contemplated by this Agreement will not cause any liability for): (A) any excise Taxes under Section 280G(b)(1) 4971 through Section 4980B, Section 4999, Section 5000 or any other Section of the Code, (B) any penalty under Section 502(i). , Section 502(l), Part 6 of Title I or any other provision of ERISA or (gC) This Section 6.12 constitutes any excise Taxes, penalties, damages or equitable relief as a result of any prohibited transaction, breach of fiduciary duty or other violation under ERISA or any other applicable Law; (vi) all accruals required under FAS 106 and FAS 112 have been properly accrued on the sole and exclusive representations and warranties Latest Financial Statements, (vii) no condition, agreement or Plan provision limits the right of the Company with respect to amend, cut back or terminate any matters relating Plan (except to any Employee Benefit Planthe extent such limitation arises under ERISA) and (viii) the Company has no liability for life insurance, death or medical benefits after separation from employment other than (A) death benefits under the Plans and (B) health care continuation benefits described in Section 4980B of the Code.

Employee Benefits. (a) Section 6.12(aSchedule 4.19(a) of the Company Disclosure Letter sets forth as of the date of this Agreement a correct and complete list of each material Employee Benefit Planall Company Plans. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit Company Plan that is not a PEO Plan, the Company has made available to Buyer Parent or its counsel a true and complete copies of copy, to the extent applicable, of: (i) each writing constituting a part of such Company Plan and all amendments thereto, including all plan documents, including all amendments theretomaterial employee communications, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; (ii) all summary plan descriptionsthe three (3) most recent annual reports on Form 5500 and accompanying schedules, if any; (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, current summary plan description and any material modifications thereto; (iv) the most recent annual financial and actuarial reports; (v) the most recent determination or opinion letter, if any, issued advisory letter received by the Company from the Internal Revenue ServiceService regarding the tax-qualified status of such Company Plan and (vi) the three (3) most recent written results of all required compliance testing. (b) No Company Plan is (i) subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (ii) a “multiemployer plan” as defined in Section 3(37) of ERISA, or (iii) 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, and (v) none of the Company, or any related trust ERISA Affiliate has withdrawn at any time within the preceding six years from any multiemployer plan, or funding agreementincurred any withdrawal liability which remains unsatisfied, and no events have occurred and no circumstances exist that could reasonably be expected to result in any such liability to the Company or any of its Subsidiaries. (c) Each Employee Benefit With respect to each Company Plan that is not a PEO Plan and, to the Knowledge of the Company, each Company Plan that is a PEO Plan, that is intended to qualify under Section 401(a) of the Code Code, such Company Plan, including its related trust, has received a favorable determination letter (or may rely upon opinion letters in the case of any prototype plans) from the Internal Revenue Service as that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, and nothing has occurred with respect to its qualified status or may rely on the operation of any such Company Plan that is not a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, PEO Plan and, to Sellers’ Knowledgethe Knowledge of the Company, no fact or event has occurred each Company Plan that is a PEO Plan, that could reasonably be expected to cause the loss of such qualificationqualification or exemption. (d) Except as set forth in Section 6.12(d) With respect to Company Plans that are not PEO Plans, there are no pending or, to the Knowledge of the Company, threatened Actions against or relating to such Company Disclosure LetterPlans, none the assets of any of the trusts under such Company Plans or any of its Subsidiaries contributes tosuch Company Plan sponsor or such Company Plan administrator, or has, within against any fiduciary of any such Company Plan with respect to the past six years, contributed to operation of such Company Plan (other than routine benefits claims). No Company Plan is presently under audit or had examination (nor has written notice been received of a potential audit or examination) by any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer PlanAuthority. (e) Except as set forth in Section 6.12(e) Each Company Plan that is not a PEO Plan and, to the Knowledge of the Company, each Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within PEO Plan, has been established, administered and funded in all material respects in accordance with its terms and with the meaning applicable provisions of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or ERISA, the Code and other applicable Laws. There is not now, nor, to the employees of any Knowledge of the Company’ , do any circumstances exist that could give rise to, any requirement for the posting of security with respect to a Company Plan that is not a PEO Plan or the imposition of any lien on the assets of the Company under ERISA Affiliatesor the Code. All premiums due or payable with respect to insurance policies funding any Company Plan that is not a PEO Plan have been 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 in the Company Financial Statements (if and to the extent required by U.S. GAAP). (f) None of the Company Plans provide retiree health or life insurance benefits, except as may be required by Section 4980B of the Code, Section 601 of ERISA or any other than pursuant applicable Law. Each Company Plan that is not a PEO Plan and, to the Knowledge of the Company, each Company Plan that is a PEO Plan, and that is a “group health plan” has been maintained and administered in compliance in all material respects with the requirements of Section 4980B of the Code or any similar state Lawand Part 6 of Subtitle B of Title I of ERISA, to the extent such requirements apply. (fg) As Neither the execution and delivery of the Closing, no amount that will be received as a result of or in connection with this Agreement nor the consummation of the transactions contemplated by this Agreement by hereby will (either alone or in combination with another event) (i) result in any employeepayment becoming due, officeror increase the amount of any compensation or benefits due, director to any current or other service provider former employee of the Company with respect to any Company Plan; (ii) increase any benefits otherwise payable under any Company Plan; (iii) result in the acceleration of the time of payment or vesting of any such compensation or benefits; or (iv) result in the payment of its Subsidiaries who is a “disqualified individual” (as any amount that would, individually or in combination with any other such term is defined in Treasury Regulation Section 1.280G-1) could reasonably be expected to payment, be an “excess parachute payment” within the meaning of Section 280G of the Code. No Person is entitled to receive any additional payment (including any tax gross-up or other payment) from the Company as a result of the imposition of the excise taxes required by Section 4999 of the Code or any taxes required by Section 409A of the Code. (h) Each Company Plan that is a “nonqualified deferred compensation plan” (as defined in Section 280G(b)(1409A(d)(1) of the Code)) is in all material respects in documentary compliance with, and has been administered in all material respects in compliance with, Section 409A of the Code and all applicable regulatory guidance (including, notices, rulings and proposed and final regulations) thereunder. (gi) This Section 6.12 constitutes Each Company Plan that is not a PEO Plan, that is subject to the sole Patient Protection and exclusive representations Affordable Care Act, as amended by the Health Care and warranties Education Reconciliation Act of 2010 (the “Affordable Care Act”) has been established, maintained and administered in compliance in all material respects with the requirements of the Affordable Care Act and no circumstances of noncompliance exist that could result in the imposition of any tax, penalty or fine thereunder. (j) All Company with respect Plans subject to the laws of any matters relating jurisdiction outside of the United States (i) if they are intended to any Employee Benefit Planqualify for special tax treatment, meet all requirements for such treatment, and (ii) 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.

Employee Benefits. (a) Section 6.12(aSchedule 4.15(a) of the Company Disclosure Letter sets forth as of the date of this Agreement a complete and correct list of each material Employee Benefit Plan. Each Employee Benefit Plan has been established"employee benefit plan", maintained and administered as such term is defined in accordance with its terms and complies in form and operation with the applicable requirements section 3(3) of ERISA, and each written bonus, incentive or deferred compensation, severance, termination, retention, change of control, stock option or other equity-based, performance or other employee or retiree benefit or compensation plan, program, arrangement, agreement, policy or understanding that provides or may provide benefits or compensation in respect of any employee or independent contractor or under which any employee or independent contractor is or may become eligible to participate or derive a benefit and that is or has been maintained or established by the Company or its Subsidiaries or any other trade or business, whether or not incorporated, which, together with the Company or its Subsidiaries, is treated as a single employer under section 414 of the Code (such other trades and other applicable Lawsbusinesses hereinafter referred to as the "Plan Related Persons"), or to which the Company or any Plan Related Person contributes or is or has been obligated or required to contribute or with respect to which the Company may have any liability (collectively, the "Plans"). With respect to each such Plan, the Company has provided Parent with complete and correct copies of, (i) such Plan, if written, or a description of such Plan if not written, and (ii) to the extent applicable to such Plan, all trust agreements, insurance contracts or other than routine claims for benefitsfunding arrangements, there is no claim the two most recent actuarial and trust reports, the two most recent Forms 5500 required to have been filed with the IRS and all schedules thereto, the most recent IRS determination letter, all current summary plan descriptions, any actuarial study of any post-employment life or lawsuit pending ormedical benefits provided under any such Plan, if any, statements or other communications regarding withdrawal or other multi-employer plan liabilities, if any, and all amendments and modifications to Sellers’ Knowledgeany such document. Except as set forth on Schedule 4.15(a), threatened against the Company has not communicated to any Employee or arising out any independent contractor any intention or commitment to modify any Plan or to establish or implement any other employee, retiree or independent contractor benefit or compensation plan or arrangement. Except as set forth on Schedule 4.15(a), neither the Company, nor any of or related to an Employee Benefit Planits Subsidiaries, has any unwritten Plans. (b) With respect to each Employee Benefit Plan, the Company has made available to Buyer true and complete copies of (i) all plan documents, including all amendments thereto, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, and (v) any related trust or funding agreement. (c) Each Employee Benefit Plan that is intended to qualify be qualified under Section section 401(a) of the Code Code, and the trust (if any) forming a part thereof, has received a favorable determination letter from the Internal Revenue Service IRS as to its qualified status or may rely on a prototype opinion letter qualification under the Code and to the effect that each such trust is exempt from taxation under section 501(a) of the Internal Revenue ServiceCode, or and nothing has timely filed or has time remaining in which to file an application for occurred since the date of such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has occurred letter that could reasonably be expected to cause adversely affect such qualification or tax-exempt status. (i) Neither the loss Company nor any Related Person has incurred (either directly or indirectly, including as a result of an indemnification obligation) any material liability under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans. All material contributions and premiums required to have been paid by the Company and each Related Person to any employee benefit plan (within the meaning of Section 3(3) of ERISA) (including each Plan) under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any Legal Requirement have been paid within the time prescribed by any such plan, agreement or Legal Requirement. (ii) Each of the Plans has been operated and administered in all material respects in compliance with its terms, all Legal Requirements except for any failures so to comply that, individually and in the aggregate, could not reasonably be expected to result in a material liability or obligation on the part of the Company or, following the Closing, Parent or any of its affiliates. There are no pending or, to the Knowledge of the Company, threatened claims by or on behalf of any of the Plans, by any employee or independent contractor or otherwise involving any such Plan or the assets of any Plan (other than routine claims for benefits). (iii) No Plan is a "multi-employer plan" within the meaning of section 4001(a)(3) or section 3(37) of ERISA. No Plan is a "multiple employer plan" within the meaning of section 4064 of ERISA. (iv) With respect to each Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan did not exceed, as of its latest valuation date, then current value of the assets of such qualificationplan allocable to such accrued benefits. (v) No Title IV Plan or any trust established thereunder has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and 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 Closing Date. All contributions required to be made with respect to any Plan on or prior to the Closing Date have been timely made. (d) Except as set forth in Section 6.12(d) of the Company Disclosure Letteron Schedule 4.15(d), none of no payment required to be made to any employee associated with the Company or any of its Subsidiaries contributes toas a result of the Merger under any contract or otherwise will, or hasif made, constitute an "excess parachute payment" within the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Planmeaning of Section 280G of the Code. (e) Except as set forth in Section 6.12(e) of Neither the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with the consummation of the transactions contemplated by this Agreement by any employee, officer, director or other service provider of the Company or nor any of its Subsidiaries who is a “disqualified individual” (as such term is defined party to any Contract, agreement or other arrangement which could result in Treasury Regulation the payment of amounts that could be nondeductible by reason of Section 1.280G-1) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1162(m) of the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company with respect to any matters relating to any Employee Benefit Plan

Employee Benefits. (a) Section 6.12(aEach Plan is set forth in Schedule 4.15(a), which identifies (i) of each Plan that is sponsored or maintained by, or contributed to by, an Acquired Company at the Acquired Company Disclosure Letter sets forth as of the date of this Agreement a list of each material Employee Benefit Plan. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISAlevel (collectively, the Code “Acquired Company Plans”) and other applicable Laws(ii) each Plan that is sponsored or maintained by, and or contributed to by, Seller or any of its Affiliates other than routine claims for benefitsan Acquired Company (collectively, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Planthe “Seller Plans”). (b) With respect to each Employee Benefit PlanPlan set forth in Schedule 4.15(a), to the Company extent applicable, Seller has heretofore made available to Buyer on the Data Site true and complete correct copies of the following documents: (i) all plan documentsthe Plan document or, including all amendments theretoin the case of a Plan not required to be memorialized in a Plan document, a written summary of the material terms thereof, (ii) all summary plan descriptionsany related trust or insurance Contracts or policies, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicablesummary plan description, (iv) the most recent determination letter or opinion letter, if any, letter issued by the Internal Revenue Service, IRS with respect to any Plan intended to be qualified under Code Section 401(a) and (v) for the most recently completed three (3) Plan years, the Annual Report on Form 5500 required to be filed with any related trust or funding agreement. Governmental Body. With respect to each Acquired Company Plan, Seller has heretofore made available to Buyer on the Data Site true and correct copies of the administrative service agreements and business associate agreements (cas such term is defined by the Health Insurance Portability and Accountability Act of 1996). With respect to each Plan set forth in Schedule 4.15(a), except as would not reasonably be expected to have a Material Adverse Effect, (x) such Plan has been maintained and operated in compliance with the terms of such Plan and applicable Requirements of Law, including the Code and ERISA, and (y) as of the date hereof, no Proceedings against any of the Acquired Companies exist with respect to any such Plan (other than routine claims for benefits), and no facts exist that would give rise to any such Proceedings. Each Employee Benefit Plan that is intended to qualify be qualified under Code Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as IRS or is entitled to its qualified status or may rely on an opinion letter for a prototype opinion letter from the Internal Revenue Service, or volume submitter plan and nothing has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has since occurred that could reasonably be expected to cause the loss of such Plan’s qualification. No Plan is a Multiemployer Plan or is otherwise subject to Title IV of ERISA, and neither the Acquired Companies nor their Affiliates has any potential liability with respect to any such Plan. No excise taxes with respect to any Acquired Company Plan are due and outstanding. (c) The Acquired Companies have no liability or obligation to provide life, medical or other welfare benefits under the Acquired Company Plans to former or retired employees, other than under COBRA. Each Acquired Company Plan may be amended or terminated at any time at or after the Closing by the Acquired Companies or Buyer (to the extent assumed in connection with the transactions contemplated by this Agreement) without further liability thereunder. (d) Except as set forth in Section 6.12(d) Insurance premiums and contributions required by Requirements of Law or the terms of an Acquired Company Disclosure Letter, none of Plan to be made to an Acquired Company Plan have been or will be timely made by the Company Acquired Companies or any of its Subsidiaries contributes to, or has, within the past six years, contributed their Affiliates for periods ending prior to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Planon the Closing Date. (e) Except The Acquired Companies have not terminated or taken action within the last six (6) years to terminate any “employee benefit plans” as set forth in defined by Section 6.12(e3(3) of the ERISA for which any liability remains outstanding. (f) Each Acquired Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit nonqualified deferred compensation plan” within as defined by Code Section 409A(d)(1) has at all times complied with the meaning requirements of Code Section 3(1) of ERISA that provides retiree 409A. The Acquired Companies have no obligation to “gross up” or post-employment benefits to indemnify any Property Employees employee or to the employees of service provider for any of the Company’ ERISA Affiliates, other than pursuant to costs incurred in connection with Code Section 4980B of the 409A or Code or any similar state LawSection 4999. (fg) As Neither the execution of the Closing, no amount that will be received as a result of or in connection with this Agreement nor the consummation of the transactions contemplated by this Agreement by will (i) entitle any employee, officer, director current or other service provider former employee of any of the Company Acquired Companies to severance pay or benefits or any other payment, (ii) accelerate the time of its Subsidiaries who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) could reasonably be expected payment or vesting, or increase the amount of any compensation due to be an “excess parachute payment” (as defined in Section 280G(b)(1) any current or former employee of any of the CodeAcquired Companies, or (iii) give rise to the payment of any amount that would not be deductible pursuant to Code Section 280G (or any corresponding provision of state, local, or foreign Tax Requirements of Law). (gh) This Section 6.12 constitutes 4.15 contains the sole and exclusive representations and warranties of the Company Seller with respect to any matters relating to any Employee Benefit Planemployee benefits.

Employee Benefits. (a) Section 6.12(a2.21(a) of the Company Disclosure Letter sets forth as of the date of this Agreement Schedule contains a true, complete and correct list of all Company Plans. True, complete and correct copies of (i) all Company Plans which have been reduced to writing, (ii) written summaries of all unwritten Company Plans, (iii) all related trust agreements, insurance contracts and summary plan descriptions, and (iv) all annual reports filed on IRS Form 5500, 5500C or 5500R and (for all funded plans) all plan financial statements for the last five (5) plan years for each material Employee Benefit Company Plan. , have been delivered to the Parent. (b) Each Employee Benefit Company Plan has been established, maintained and administered in all material respects in accordance with its terms and complies each of the Company and the ERISA Affiliates has in form all material respects met its obligations with respect to each Company Plan and operation has made all required contributions thereto. The Company, each ERISA Affiliate and each Company Plan are in compliance in all material respects with the currently applicable requirements provisions of ERISA, ERISA and the Code and other applicable Lawsthe regulations thereunder (including Section 4980 B of the Code, Subtitle K, Chapter 100 of the Code and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out Sections 601 through 608 and Section 701 et seq. of or related to an Employee Benefit Plan. (b) With respect ERISA). All filings and reports as to each Employee Benefit Plan, the Company has made available Plan required to Buyer true and complete copies of (i) all plan documents, including all amendments thereto, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with have been submitted to the Internal Revenue Service, if applicable, (iv) Service or to the most recent determination or opinion letter, if any, United States Department of Labor have been duly submitted. No Company Plan has assets that include securities issued by the Internal Revenue Service, and (v) Company or any related trust or funding agreementERISA Affiliate. (c) Each Employee Benefit There are no Legal Proceedings (except claims for benefits payable in the normal operation of the Company Plans and proceedings with respect to qualified domestic relations orders) against or involving any Company Plan or asserting any rights or claims to benefits under any Company Plan. AGREEMENT AND PLAN OF MERGER (d) All the Company Plans that is are intended to qualify be qualified under Section 401(a) of the Code has have received a favorable determination letter letters from the Internal Revenue Service as to its the effect that such Company Plans are qualified status or may rely on a prototype opinion letter and the plans and the trusts related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Internal Revenue ServiceCode, or has timely filed or has time remaining in which to file an application for no such determination from letter has been revoked and revocation has not been threatened, and no such Company Plan has been amended since the Internal Revenue Servicedate of its most recent determination letter or application therefor in any respect, andand no act or omission has occurred, that would adversely affect its qualification or materially increase its cost. Each Company Plan that is required to Sellers’ Knowledge, no fact satisfy Section 401(k)(3) or event has occurred that could reasonably be expected to cause the loss of such qualification. (d) Except as set forth in Section 6.12(d401(m)(2) of the Company Disclosure LetterCode has been tested for compliance with, none and satisfies the requirements of Section 401(k)(3) and Section 401(m)(2) of the Company or any of its Subsidiaries contributes to, or has, within Code for each plan year ending prior to the past six years, contributed to or had any obligation to contribute to any Employee Benefit Plan that is a Title IV Plan or Multiemployer PlanClosing Date. (e) Except Neither the Company nor any ERISA Affiliate has ever maintained an Employee Benefit Plan subject to Section 412 of the Code or Title IV of ERISA. (f) At no time has the Company or any ERISA Affiliate been obligated to contribute to any “multiemployer plan” (as set forth defined in Section 6.12(e4001(a)(3) of ERISA). (g) There are no unfunded obligations under any Company Plan providing benefits after termination of employment to any employee of the Company Disclosure Letter(or to any beneficiary of any such employee), there is no Employee Benefit including but not limited to retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980B of the Code or other applicable law and insurance conversion privileges under state law. The assets of each Company Plan that is funded are reported at their fair market value on the books and records of such Company Plan. (h) No act or omission has occurred and no condition exists with respect to any Company Plan that would subject the Company or any ERISA Affiliate to (i) any material fine, penalty, tax or liability of any kind imposed under ERISA or the Code or (ii) any contractual indemnification or contribution obligation protecting any fiduciary, insurer or service provider with respect to any Company Plan. (i) No Company Plan is funded by, associated with or related to a “welfare benefit planvoluntary employee’s beneficiary association” within the meaning of Section 3(1501(c)(9) of ERISA that provides retiree the Code. (j) Each Company Plan is amendable and terminable unilaterally by the Company at any time without liability or post-employment benefits to any Property Employees or expense to the Company or such Company Plan as a result thereof (other than for benefits accrued through the date of termination or amendment and reasonable administrative expenses related thereto) and no Company Plan, plan documentation or agreement, summary plan description or other written communication distributed generally to employees by its terms prohibits the Company from amending or terminating any such Company Plan. AGREEMENT AND PLAN OF MERGER (k) Section 2.21(k) of the Disclosure Schedule discloses each: (i) agreement with any stockholder, director, executive officer or other key employee of the Company (A) the benefits of which are contingent, or the terms of which are altered, upon the occurrence of a transaction involving the Company of the nature of any of the series of 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; and (ii) agreement or plan binding the Company’ ERISA Affiliates, other than pursuant to Section 4980B including any stock option plan, stock appreciation rights plan, phantom stock plan, restricted stock plan, stock purchase plan, severance benefit plan or Company Plan, any of the Code benefits of which will be increased, or any similar state Law. (f) As the vesting of the Closing, no amount that benefits of which will be received as a result accelerated, by the occurrence of or in connection with the consummation any of the series of transactions contemplated by this Agreement by or the value of any employee, officer, director or other service provider of the Company or benefits of which will be calculated on the basis of any of its Subsidiaries who is a “disqualified individual” the series of transactions contemplated by this Agreement. (as such term is defined in Treasury Regulation l) Section 1.280G-1) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(12.21(l) of the Code). (g) This Section 6.12 constitutes Disclosure Schedule sets forth the sole and exclusive representations and warranties policy of the Company with respect to any matters relating to any Employee Benefit Planaccrued vacation, accrued sick time and earned time off and the amount of such liabilities as of the date of this Agreement. The information set forth in Section 2.21(l) of the Disclosure Schedule shall be updated by the Company as of the Closing Date. (m) The Company has classified all individuals who perform services for the Company correctly under the Company Plans, ERISA and the Code as common law employees, independent contractors, leased employees, and exempt or non-exempt employees.

Employee Benefits. (a) Section 6.12(a) of the Company Disclosure Letter Schedule 4.18 sets forth as of the date of this Agreement a list of each material Employee Benefit Company Plan. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit Plan. (b) With respect to each Employee Benefit material Company Plan, the Company Upstream Exploration has made available to Buyer true and complete copies of of, as applicable, (i) all the current plan documentsdocument, including all amendments thereto, (ii) all summary plan descriptionsthe most recent annual report on Form 5500 required to be filed, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Servicesummary plan description provided to participants, if applicableincluding any summary of material modifications, (iv) the most recent determination or opinion letter, if any, issued by letter received from the Internal Revenue Service, Service and (v) all non-routine filings made with any related trust or funding agreementGovernmental Authorities in the past three (3) years. (cb) Each Employee Benefit Company Plan has been maintained, funded and administered in all material respects in compliance with its terms and applicable Laws. All contributions and other payments required to be made by the Companies to any Company Plan pursuant to the terms thereof have been timely made. All Company Plans that is are intended to qualify be tax qualified under Section section 401(a) of the Code has have received a favorable determination or opinion letter from the Internal Revenue Service as to its qualified status qualification, and to Seller’s Knowledge nothing has occurred, whether by action or may rely on a prototype opinion letter from the Internal Revenue Servicefailure to act, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has occurred that could reasonably be expected to cause the loss of such qualification. No Company Plan is subject to Title IV of ERISA or is a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) and neither the Companies nor (if liability to a Company would result) any ERISA Affiliate 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 (6) years. No Company Plan provides retiree medical or life insurance and the Companies have incurred any current or projected liability in respect of post-employment or post-retirement health, medical or life insurance coverage for current, former or retired employees, other than COBRA coverage mandated by applicable Law. (c) Except as would not be reasonably expected to result in material liability to the Companies, (i) no event has occurred and no condition exists that would subject the Companies, either directly or by reason of its affiliation with any ERISA Affiliate, to any Tax, fine, lien, penalty or other non-ordinary course liability imposed by ERISA or the Code with respect to an employee benefit plan and (ii) no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code or Section 502 of ERISA) has occurred with respect to any Company Plan. (d) Except as set forth in Section 6.12(d) of the Company Disclosure Letter, none of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute With respect to any Employee Benefit Plan Company Plan, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to Seller’s Knowledge, threatened, (ii) to Seller’s Knowledge, no facts or circumstances exist that is a Title IV Plan could reasonably be expected to give rise to any such actions, suits or Multiemployer Planclaims, and (iii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Internal Revenue Service or other Governmental Authorities are pending, or, to Seller’s Knowledge, threatened. (e) Except as set forth in Section 6.12(e) disclosed on Schedule 4.18, neither the execution and delivery of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar state Law. (f) As of the Closing, no amount that will be received as a result of or in connection with this Agreement nor the consummation of the transactions contemplated by this Agreement by (whether alone or in conjunction with a subsequent event) will result in the acceleration or creation of any rights of any person to payments or benefits under any Company Plan or increases in or funding of any payments or benefits under any Company Plan or loan forgiveness under any Company Plan. (f) No amount or benefit (whether in cash or property or the vesting of property or the cancellation of indebtedness) payable to any current or former employee, officer, officer or director or other service provider of the Company or any of its Subsidiaries Companies who is a “disqualified individual” (within the meaning of Section 280G of the Code will be characterized as such term is defined in Treasury Regulation Section 1.280G-1) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)) as a result of the consummation of the transactions contemplated by this Agreement. No Company Plan provides for the gross-up of any Taxes imposed by Section 4999 of the Code. (g) This Each Company Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 6.12 constitutes the sole and exclusive representations and warranties 409A(d)(1) of the Code and any award thereunder, in each case that is nonqualified deferred compensation subject to Section 409A of the Code, has been operated and documented in all material respects in good faith compliance with Section 409A of the Code and all applicable regulations and notices issued thereunder. (h) No Company with respect Plan provides compensation or benefits to any matters relating to any Employee Benefit Planemployee or service provider of the Companies who resides or performs services primarily outside of the United States.

Employee Benefits. (a) Section 6.12(aSchedule 5.24(a) of the Company Disclosure Letter sets forth as of the date of this Agreement a list of each material all Employee Benefit Plan. Each Employee Benefit Plan has been established, maintained and administered in accordance with its terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable Laws, and other than routine claims for benefits, there is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Benefit PlanPlans. (b) Seller has delivered or made available to Purchaser complete and correct copies of each Employee Benefit Plan, or written summaries of any unwritten material Employee Benefit Plan and each employee handbook applicable to employees of the Automotive Business, and with respect to each Employee Benefit Plan, if applicable, the current summary plan description, related trust agreements or insurance contracts, the latest Internal Revenue Service (IRS) determination letter, the last annual financial statement, the last annual report on IRS Form 5500 (including all required schedules and accountant’s opinions), the last actuarial report, and the last PBGC Form 1 (and, if applicable, PBGC Form 1ES), or in each case any analogous forms or filings required in jurisdictions other than the United States, if requested by Purchaser. (c) With respect to each Employee Benefit PlanPlan maintained within the United States, the Company has made available to Buyer true assets and complete copies Liabilities of which will be transferred as provided in Section 6.1 (i) each Seller Party, as applicable, is in compliance in all plan documentsmaterial respects with the applicable provisions of ERISA and the Code and the regulations thereunder, including all amendments thereto, the benefit continuation provisions of COBRA; (ii) all summary plan descriptionsto the knowledge of Seller, there has been no violation of ERISA’s fiduciary obligations nor any prohibited transaction (iii) within the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, meaning of Section 406 of ERISA and (v) any related trust or funding agreement. (c) Each Employee Benefit Plan that is intended to qualify under Section 401(a) 4975 of the Code has received a favorable determination letter from the Internal Revenue Service as to its qualified status or may rely on a prototype opinion letter from the Internal Revenue Service, or has timely filed or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to Sellers’ Knowledge, no fact or event has occurred Code) that could reasonably be expected to cause result in material liability for the loss Automotive Business; (iii) no plan has any liability for any federal, state, local or foreign Taxes; and (iv) all reports required to be filed (if any) with the Department of Labor, state and local governments, and the Internal Revenue Service have been filed with respect to each such plan and with respect to the Transaction contemplated by this Agreement; and (v) each Employee Pension Benefit Plan and each related trust agreement, annuity contract or other funding instrument that is intended to be qualified and tax-exempt under the provisions of Code Sections 401(a) and 501(a) (other than the GDX Plan for which a determination letter application will be filed prior to Closing) has been determined by the Internal Revenue Service to be so qualified and tax-exempt and no event has occurred since the date of such qualification. (d) Except as set forth in Section 6.12(d) favorable determination letter that would adversely affect the qualified status of the Company Disclosure Letter, none such Employee Pension Benefit Plan. Seller and its ERISA Affiliates have no outstanding liability with respect to any Employee Pension Benefit Plan subject to Title IV of the Company ERISA that was previously maintained or contributed to by Seller or any of its Subsidiaries contributes to, or hasERISA Affiliates. With respect to any “defined benefit plan”, within the past six yearsmeaning of Section 3(35) of ERISA, maintained or contributed to by Seller or had any obligation of its ERISA Affiliates: (A) no liability to contribute to any Employee the Pension Benefit Plan that is a Title IV Plan or Multiemployer Plan. Guaranty Corporation (e“PBGC”) Except as set forth in Section 6.12(ehas been incurred (other than for premiums not yet due); (B) of the Company Disclosure Letter, there is no Employee Benefit Plan that is a “welfare benefit planaccumulated funding deficiency,” within the meaning of Section 3(1) 302 of ERISA or Section 412 of the Code, whether or not waived, has been incurred; (C) no “reportable event” within the meaning of Section 4043 of ERISA (for which the 30-day notice requirement has not been waived by the PBGC) has occurred within the last six years; and (D) no lien has arisen under ERISA or the Code on the assets of Seller and its ERISA Affiliates. (i) With respect to each Employee Benefit Plan maintained outside the United States (collectively, the “Non-US Plans”), except as set forth on Schedule 5.24(c), to the knowledge of Seller, each Seller Party, as applicable, is in compliance in all material respects with the laws and regulations applicable to such plan and the provisions of such plan’s governing documentation. Each Non-U.S. Plan and related funding arrangement that provides retiree is intended to qualify for tax-favored and/or, to the knowledge of Seller, social security payment-favored status has been reviewed and approved for such status by the appropriate Governmental Authority (or posthas been submitted for such review and approval within the applicable time period), and nothing has occurred and no condition exists that is likely to cause the loss or denial of such tax-employment benefits favored status, and/or, to the knowledge of Seller, social security payment-favored status. (ii) To the knowledge of Seller, Seller has withheld and remitted all amounts required to be so withheld and remitted whether under statute or contract, including without limitation the Canada Pension Plan, Employment Insurance Act, and Workplace Safety and Insurance Act (“WSIA”) (Ontario), and, except as set forth on Schedule 5.24(c), neither the Seller nor the Acquired Subsidiaries are subject to any Property Employees surcharge or to experience-related charge under WSIA, and neither the employees of Seller’s nor any relevant Acquired Subsidiary’s WSIA experience rating has changed in the three years preceding the Closing Date. (iii) As of the Company’ ERISA AffiliatesClosing Date, (A) with respect to any Non-US Plans, other than pursuant unfunded arrangements, the plan is in material compliance with the funding requirements under applicable local Law; and (B) with respect to Section 4980B any Non-US Plans that are financed by book reserves, the balance sheet reserves fully recognize the accrued liabilities in accordance with local requirements and practice. (iv) To the knowledge of Seller, the pension payments of the Code German subsidiaries towards its pensioners have been adjusted on an ongoing basis to the extent legally required under Section 16 of the German Company Pension Act or under any similar state Lawindividual or collective benefit plan. There are no additional adjustment requirements. (d) To the extent any Employee Benefit Plan is insured, each Seller Party, as applicable, has timely paid or accrued or will pay or accrue when due all premiums required to be paid for all periods through and including the Closing Date. To the extent that any Employee Benefit Plan is funded other than with insurance, each Seller Party, as applicable, has timely made or accrued or will have timely made or accrued all contributions required to be paid for all periods through and including the Closing Date. (e) No Seller Party has incurred any liability on account of a termination of an Employee Benefit Plan which has not been satisfied. (f) As No Seller Party has incurred any liability on account of a complete or partial withdrawal from any multiemployer pension plan that has not been satisfied. (g) Except as provided on Schedule 5.24(g), no Seller Party has taken any action to prohibit any amendment or termination of any Employee Benefit Plan that provides post-retirement benefits for any reason, except as required by any applicable laws or regulations (including with respect to cost maintenance obligations incurred pursuant to Section 420 of the ClosingCode) and the requirements of any collective bargaining agreement. (h) All benefits (including, without limitation, compensation, benefits, vacation, and sick leave) earned by employees of the Automotive Business pursuant to any Employee Benefit Plan have been accrued, paid, or provided for in the accounts or will be accrued, or provided for in the accounts prior to the Closing Date. (i) To the knowledge of Seller, (A) no actions, suits or claims with respect to the Employee Benefit Plans (other than routine claims for benefits) are pending or threatened which could result in any material liability and (B) there are no circumstances which would give rise to or be expected to give rise to any such actions, suits or claims. (j) Except as set forth on Schedule 5.24(j), no amount that Employee Benefit Plan, employment agreement, consulting agreement, independent contractor agreement, or collective bargaining agreement provides health, life insurance or other welfare benefits to retirees or other terminated employees of the Automotive Business, other than continuation coverage required by COBRA. (k) To the knowledge of Seller, no Employee Benefit Plan is currently under governmental investigation or audit and no such investigation or audit is contemplated or under consideration. (l) Except as otherwise set forth on Schedule 5.24(l), the consummation of the Transaction, either alone or in combination with another event, will not materially increase any benefits or result in the acceleration or creation of any rights of any person to benefits under any Employee Benefit Plan (including but not limited to, the acceleration of the vesting or exercisability of any stock options, the acceleration of the accrual or vesting of any benefits under any Employee Benefit Plan, or the acceleration or creation of any rights under any severance or change in control agreement). No payment or benefit to be received as a result provided to any employee of or the Automotive Business in connection with the consummation of the transactions contemplated by this Agreement by any employeeTransaction, officer, director either alone 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) could combination with another event reasonably be expected to be constitute an “excess parachute payment” (as defined in within the meaning of Section 280G(b)(1) 280G of the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties of the Company with respect to any matters relating to any Employee Benefit Plan

Employee Benefits. (ai) Section 6.12(aSchedule 4(r)(i) of the Company Disclosure Letter sets forth as of the date of this Agreement contains a true and complete list of each material “employee benefit plan” (within the meaning of Section 3(3) of ERISA), and each equity purchase, severance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation, equity compensation, employee loan and each other employee benefit plan, agreement, program, policy or other arrangement that is sponsored by or maintained by Target or, with respect to the Business, Seller, and under which any current or former employee, director or independent contractor of Target and, with respect to the Business, Seller, (each, a “Company Employee”) has any present or future right to benefits (the “Company Plans”). Target has no present or future liability under any multiemployer plan (within the meaning of Section 3(37) of ERISA). The Company Plans may also sometimes be collectively referred to herein as the “Employee Benefit Plan. Each Plans.” Schedule 4(r)(i) also identifies the Employee Benefit Plans, if any, being assumed by Buyer as part of the transactions. (ii) With respect to each Company Plan, Target has made available to Buyer a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (A) any related trust agreement or other funding instrument; (B) the most recent determination letter, or if such Company Plan is a prototype plan, the opinion or notification letter which covers each such Company Plan, if applicable; (C) any summary plan description or summary of material modification and other material written communications (or a description of any material oral communications) by Target to the Company Employees concerning the extent of the benefits provided under a Company Plan; and (D) for the three most recent years the Form 5500 and attached schedules. (A) Except as set forth on Schedule 4(r)(ii)(A), each such Company Plan (and each related trust, insurance contract, or fund) has been established, maintained maintained, funded and administered in all material respects in accordance with its the terms of such Company Plan and complies in all material respects in form and in operation with the applicable requirements of ERISA, the Code and other applicable Laws, . (B) All contributions (including all employer contributions and other than routine claims for benefits, there employee salary reduction contributions) that are due have been timely made to each such Company Plan that is no claim or lawsuit pending or, to Sellers’ Knowledge, threatened against or arising out of or related to an Employee Pension Benefit Plan. All premiums or other payments that are due have been timely paid with respect to each such Company Plan that is an Employee Welfare Benefit Plan. (b) With respect to each Employee Benefit Plan, the Company has made available to Buyer true and complete copies of (i) all plan documents, including all amendments thereto, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service, if applicable, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service, and (v) any related trust or funding agreement. (cC) Each Employee Benefit such Company Plan that is intended to qualify under be qualified within the meaning of Code Section 401(a) of the Code is so qualified and either (1) has received a favorable determination letter from the Internal Revenue Service as IRS to its qualified status or may rely on a prototype opinion the effect that it meets the requirements of Code Section 401(a), (2) such determination letter is pending from the Internal Revenue ServiceIRS, or (3) the Company Plan uses as IRS-approved prototype plan and adoption agreement, and to the Knowledge of Target nothing has timely filed occurred, whether by action or has time remaining in which failure to file an application for such determination from the Internal Revenue Serviceact, and, to Sellers’ Knowledge, no fact or event has occurred that could reasonably be expected to cause the loss of such qualification. (d) Except as set forth in Section 6.12(d) of the Company Disclosure Letter, none of the Company or any of its Subsidiaries contributes to, or has, within the past six years, contributed to or had any obligation to contribute qualification with respect to any Employee Benefit Plan that is a Title IV Plan or Multiemployer Company Plan. (eiii) No Employee Benefit Plan (A) is subject to Title IV or Section 302 of ERISA or Section 412 of the Code or (B) is a multiemployer plan (within the meaning of Section 3(37) of ERISA), and neither Target, Seller (with respect to the Business), nor any member of Target’s Controlled Group has at any time sponsored or contributed to, or has or has had any liability or obligation in respect of, any such plan. (iv) No event has occurred and no condition exists that would subject Target, either directly or indirectly by reason of its affiliation with any other member of its Controlled Group, to any material tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Laws. (v) With respect to any Company Plan, (1) no Actions (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of Target, threatened relating to or otherwise in connection with such plan, the assets thereof, or any fiduciaries or parties-in- interest, as defined under ERISA, (2) no facts or circumstances exist that could reasonably be expected to give rise to any such Actions, and (3) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the IRS or other Governmental Entity are pending or, to the Knowledge of Target, threatened. (vi) Except as set forth in required under Section 6.12(e) 601 et seq. of the Company Disclosure LetterERISA, there is no Employee Benefit Plan that provides benefits or coverage in the nature of health, life or disability insurance following retirement or other termination of employment. (vii) No Employee Benefit Plan is or has ever been a “welfare benefit nonqualified deferred compensation plan” within the meaning of Section 3(1) of ERISA that provides retiree or post-employment benefits to any Property Employees or to the employees of any of the Company’ ERISA Affiliates, other than pursuant to Section 4980B 409A of the Code or any similar state Lawand associated Treasury Department guidance. (fviii) As of the ClosingExcept as set forth on Schedule 4(r)(viii), no amount that will be received Employee Benefit Plan exists that, as a result of the execution of this Agreement, member approval of this Agreement or the Transactions (whether alone or in connection with the consummation of the transactions contemplated by this Agreement by any employeesubsequent event(s)), officer, 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) could reasonably be expected to: (A) entitle any Applicable Business Employee to be an “excess parachute payment” severance pay, unemployment compensation or any other payment or benefit, (as defined in Section 280G(b)(1B) accelerate the time of payment or vesting, or increase the Code). (g) This Section 6.12 constitutes the sole and exclusive representations and warranties amount, of the Company with respect compensation or benefit due to any matters relating Applicable Business Employee, (C) directly or indirectly cause Target to transfer or set aside any assets to fund any benefits under any Employee Benefit Plan, (D) otherwise give rise to any material liability under any Employee Benefit Plan, or (E) limit or restrict the right to amend, terminate or transfer the assets of any Employee Benefit Plan on or following the Closing Date.