Common use of Employee Plans Clause in Contracts

Employee Plans. (a) Set forth in Section 4.15(a) of the Company Disclosure Schedule is a complete and correct list of each Company Plan. The Companies have made available to Purchaser, to the extent applicable, with respect to each Company Plan (i) the plan document and all amendments thereto (or, in the case of any unwritten Company Plan a written summary thereof), (ii) the most recently disseminated summary plan description and an explanation of any material plan modifications made after the date thereof, (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received from the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA Affiliates. (c) Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under Section 401(a) of the Code is subject to a favorable IRS determination letter, and there are no facts or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None of the Company Plans are, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or Proceeding. (h) Except as specified on Section 4.15(h) of the Company Disclosure Schedule, (i) no Company is, nor will be, 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 vesting, or increase the amount, of any benefit or other compensation due to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G of the Code. (i) Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereunder.

Employee Plans. (ai) Set forth in Section 4.15(a) of the The Company Disclosure Schedule is a complete and correct list of Letter sets forth each Employee Plan. (ii) The Company Plan. The Companies have has delivered or otherwise made available to Purchaserthe Purchaser complete and up-to-date copies of each Employee Plan, to or written descriptions of the extent material terms thereof if unwritten, including the following documentation, as applicable, with respect to each Company Plan : (i) the plan document and all amendments thereto (or, in the case of any unwritten Company Plan a written summary thereof), (iiA) the most recently disseminated recent plan documents (as amended) and current employee booklets for the Employee Plans, (B) the current funding agreements, trust agreements, insurance policies, investment management agreements, subscription and participation agreements, benefit administration agreements, financial administration agreements, record keeping, and other service provider agreements; (C) the most recent annual information report and accompanying schedule(s) filed with a Governmental Entity; (D) the current summary plan description and an explanation of any material plan modifications made after the date thereof, thereto; (iiiE) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received from the IRSannual financial, accounting and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA Affiliates. (c) Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions actuarial statements (including, without limitation, the Form 5500 Annual ReportsSeries and all schedules and financial statements thereto, summary annual reportsif any, required under ERISA or the Code); (F) material, non-routine correspondence between the Company or any of its Subsidiaries and/or ERISA Affiliates and summary plan descriptionsall Governmental Entities for the previous three (3) have been timely filed with years; (G) the appropriate Government Entities and distributed appropriately to participants and beneficiaries most recent determination, opinion, notification or advisory letters issued by the Internal Revenue Service with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under Section 401(a) of the Code is subject to a favorable IRS determination letterU.S. Tax Code; and (H) all pending applications for rulings, determinations, opinions, no action letters and there are no facts similar or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None of the Company Plans are, and no Company has related matters filed with any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health planGovernmental Entities. (giii) Except Each Employee Plan is, and has been, established, registered, qualified, funded, invested, and administered, in all material respects, in accordance with all Laws (including, without limitation, ERISA and the U.S. Tax Code, as set forth on Section 4.15(g) applicable), and in accordance with their terms. To the knowledge of the Company Disclosure ScheduleCompany, there no fact or circumstance exists which could reasonably be expected to adversely affect the registered status of any such Employee Plan. Each Employee Plan that is intended to qualify for Tax-preferred or Tax-exempt treatment has been duly registered in accordance with all Laws where so required, and, to the knowledge of the Company, no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) event has occurred, occurred with respect to any such Employee Plan that could reasonably be expected to result in the revocation of the Tax registration of such Employee Plan. (iv) Except as disclosed in the Company Disclosure Letter, all contributions, benefits, intercompany charges, premiums and Taxes required to be deducted, withheld, remitted, made or paid by the Company or its Subsidiaries and/or ERISA Affiliates in respect of each Employee Plan. No “fiduciary” (as defined , have been deducted withheld, remitted, made or paid when or before coming due in accordance with Laws, the terms of the applicable Employee Plan, and all understandings between the Company or its Subsidiaries and/or ERISA § 3(21)) has any Liability for breach Affiliates, on the one hand, and current or former Company Employees and directors of fiduciary duty the Company or any of its Subsidiaries and/or ERISA Affiliates, on the other failure to act or comply in connection with the administration or investment hand. All of the assets Employee Plans are fully funded in accordance with their terms and all Laws. All benefits accrued under any Employee Plan that are not required to be funded by the terms of such plan or any Company PlanLaw have been paid, accrued or are otherwise adequately reserved to the extent required by, and in accordance with, IFRS or other generally accepted accounting principles. The level of insurance reserves under any self-insured Employee Plan is reasonable and sufficient to provide for all incurred but not yet reported losses, damages, liabilities, costs, fines, penalties, fees or expenses. The costs of funding the Employee Plans are, in all material respects, reflected in the Company’s Books and Records and financial statements. (v) No Employee Plan is subject to any actual or pending Governmental Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending), threatenedand, or anticipated. To to the Knowledge knowledge of the Company, there is exists no basis for state of facts which could reasonably be expected to give rise to any such Governmental Action or Proceeding. (hvi) Except as specified on Section 4.15(hdisclosed in the Company Disclosure Letter or as provided in this Agreement, the execution, delivery and performance of this Agreement and the consummation of the Arrangement, whether individually or together with any other event (including termination of employment), will not (A) result in any payment (including, without limitation, bonus, golden parachute, retirement, severance, unemployment compensation, or other benefit or enhanced benefit) becoming due or payable to any current or former Company Employee or any current or former director of the Company Disclosure Scheduleor any of its Subsidiaries, (iB) no increase the compensation or benefits otherwise payable to any current or former Company isEmployee or any director of the Company or any of its Subsidiaries, nor will beor increase the funding obligations of the Company with respect to any Employee Plan, obligated to pay separation, severance, termination or similar benefits as a (C) result in the acceleration of any transaction contemplated by this Agreement, nor will any such transaction accelerate the time of payment or vestingvesting of any benefits or entitlements otherwise available pursuant to any Employee Plan. Neither the Company nor any of its Subsidiaries has made any outstanding promise, commitment, or increase announcement, whether verbally or in writing, to (A) terminate, amend, or materially alter the amountamount or frequency of contribution, payment or funding requirements in respect of any benefit Employee Plan, or other compensation due (B) establish or adopt a material Employee Plan. (vii) Except as disclosed in the Company Disclosure Letter, none of the Employee Plans: provide post-employment or post-retirement medical, life or disability insurance benefits to any individual from current or former Company Employee or director of the Company; Company or any of its Subsidiaries and/or ERISA Affiliates (or the spouse, dependents, beneficiaries, or survivors of such Persons), except for any such Employee Plan that provides such coverage solely as is required by COBRA, any comparable state statute requiring continuing health care coverage, or applicable Canadian employment standards legislation. (viii) None of the Employee Plans: (A) is subject to federal or provincial pension standards legislation in Canada, (B) is a “retirement compensation arrangement”, as defined in Subsection 248(1) of the Tax Act, (C) is subject to Title IV of ERISA or Section 412 of the U.S. Tax Code and the Company and its ERISA Affiliates have no other liability under Title IV of ERISA, (iiD) is a “Multiemployer Plan” and no employer other than the transactions contemplated Company or an ERISA Affiliate is permitted to participate or participates in any Employee Plan, or (E) is intended to be, has been drafted to be or has ever been alleged by this Agreement will a Governmental Entity to be a “salary deferral arrangement” within the meaning of Subsection 248(1) of the Tax Act. (ix) The Company has not be established or contributed to, is required to contribute to or has or could have any liability with respect to any “voluntary employee beneficiary association” within the direct meaning of Section 501(c)(9) of the U.S. Tax Code, “welfare benefit fund” within the meaning of Section 419 of the U.S. Tax Code, “qualified asset account” within the meaning of Section 419A of the U.S. Tax Code or indirect cause “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (x) The Company is not required to pay, gross us, or otherwise indemnify any amount paid employee or payable by contractor for any Company being classified as an excess parachute payment taxes, including potential taxes imposed under Section 280G 409A or Section 4999 of the U.S. Tax Code. (ixi) Each All data necessary to administer each Employee Plan is in the possession of the Company or an agent and is in a form which is sufficient for the proper administration of the Employee Plan in accordance with its terms and all Laws and such data is complete and, to the knowledge of the Company, correct. (xii) The Company has not received notification from the U.S. Internal Revenue Service, via Letter 226-J or otherwise, that constitutes a nonqualified deferred compensation plan it is subject to material employer shared responsibility payments under Section 409A 4980H of the Code (eachU.S. Tax Code, a “Section 409A”) is and has been operated in compliance with to the provisions of Section 409A knowledge of the Code and Treasury Regulations promulgated thereunderCompany, no such notification is reasonably anticipated to be received.

Employee Plans. (a) Set Schedule 3.20(a) sets forth in Section 4.15(a) of the Company Disclosure Schedule is a complete each material Plan and correct list of separately designates each Company Plan. The Companies have With respect to each Company Plan and each material Seller Plan, the Seller has delivered or made available to Purchaserthe Buyer or its representatives complete and correct copies, to the extent applicable, with respect to each Company Plan of (i) the plan document Plan documents and all amendments thereto (orthereto, including related trust agreements and any related material agreements which are in the case of any unwritten Company Plan a written summary thereof)writing, (ii) the most recently disseminated summary plan description descriptions and an explanation of any material plan modifications made after the date thereofthereto, (iii) the trust agreementmost recent Internal Revenue Service determination letter, if any, and (iv) the three most recently filed Annual Report (3) most recent Form 5500 Annual ReportsSeries and accompanying schedules of each Plan and required financial statements) as filed, and (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received from the IRS, audited financial statements and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Planactuarial reports. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA Affiliates. (c) Each Company Plan complies in form and has at all times been maintained and operated, in In all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained conforms to, and operated its administration is in accordance with its terms. (d) All required reports and descriptions (substantial compliance with, all applicable requirements of law, including, without limitation, Form 5500 Annual Reports, summary annual reportsERISA and the Code and all of the Company Plans are in full force and effect as written, and summary plan descriptions) all premiums, contributions and other payments required to be made by the Company under the terms of any Company Plan have been timely filed with made or accrued. Neither the appropriate Government Entities Buyer nor the Company will have any Liabilities in respect of any Seller Plan or any other employee benefit plan maintained, sponsored or contributed to by the Seller and distributed appropriately to participants its Affiliates from and beneficiaries with respect to each Company Plan. The requirements of after the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)Closing, including without limitation except as may otherwise be provided in the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirementsTransition Services Agreement. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (fc) Each Company Plan that is intended to be qualified under Section 401(a) of the Code is subject has been determined to be so qualified, and each trust maintained pursuant thereto has been determined to be exempt from Federal taxation, by the Internal Revenue Service pursuant to a favorable IRS determination or opinion letter, and there are no facts or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None Knowledge of the Company Plans areor the Seller, nothing has occurred since the date of such letter which could adversely impact such qualification and tax exemption or cause the imposition of any material liability, penalty or tax under ERISA or the Code. (d) Except as otherwise set forth on Schedule 3.20(d), 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 no none of the Company, or any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the Company, or that is, or was at the relevant time, a member of the same “controlled group” as the Company pursuant to Section 4001(a)(14) of ERISA (each such entity, being, an “ERISA Affiliate”) has withdrawn at any time within the preceding six years from any multiemployer plan, or incurred any “withdrawal liability” on account of a complete or partial withdrawal from any multiemployer plan, nor has any of them incurred any liability due to the termination or reorganization of a multiemployer plan, in either case which remains unsatisfied. No circumstances exist which would reasonably be expected to result in a Liability to the Company under Title IV of ERISA (including other than the payment of premiums). No event has occurred and no condition exists that would subject the Company by reason of its affiliation with any current or potential withdrawal Liabilityformer ERISA Affiliate to any (i) with respect toTax, a multiemployer plan penalty, fine, (ii) Lien or (iii) other Liability imposed by ERISA, the Code or other applicable laws. (e) There has been no non-exempt “prohibited transaction” (within the meaning of Section 3(37406 of ERISA or Section 4975 of the Code) with respect to any Company Plan or 4001(a)(3penalty incurred with respect to any Company Plan under Section 502(i) of ERISA. (f) The Company does not have any obligations for retiree welfare benefits other than coverage mandated by applicable law. The Company has complied in all material respects with the requirements of Section 4980B of the Code and Sections 601 et seq. of ERISA relating to continuation coverage for group health plans. (g) There are no pending actions, claims or lawsuits which have been asserted, instituted or, to the Knowledge of the Company or the Seller, threatened, against the Company Plans, the assets of any of the trusts under the Company Plans or the Company Plan sponsor or the Company Plan administrator, or, to the Knowledge of the Company or the Seller, against any fiduciary of the Company Plans with respect to the operation of such Company Plans (other than routine benefit claims). (h) During the two (2) years prior to the Closing, the Company has not effectuated a “plant closing” or “mass layoff” (as defined in the United States Worker Adjustment and Retraining Notification Act, or any similar law) or taken any other action that would trigger notice or liability under any state, local or foreign plant closing notice law. The Company is, and during the three (3) years prior to the Closing, has been, in material compliance with the Worker Adjustment Retraining Notification Act of 1988, as amended and each similar state or local law. (i) To the Knowledge of the Company or the Seller, the execution of, and performance of the transactions contemplated in, this Agreement will not, either alone or upon the occurrence of events occurring subsequent to the date hereof and up to and including the Closing Date, result in (i) except as set forth on Schedule 3.20(i), any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee, (ii) result in a single employer pension plan non-exempt “prohibited transaction” within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV 406 of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) 4975 of the Company Disclosure ScheduleCode, there has been no or (iii) result in the payment of any amount that would, individually or in combination with any other such payment, be an “prohibited transactionexcess parachute payment” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or Proceeding. (h) Except as specified on Section 4.15(h) of the Company Disclosure Schedule, (i) no Company is, nor will be, 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 vesting, or increase the amount, of any benefit or other compensation due to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G of the Code. (ij) Each Company Plan that constitutes is a “nonqualified deferred compensation plan subject to plan” (as defined in Section 409A(d)(1) of the Code) has been administered in all material respects (i) in good faith compliance with Section 409A of the Code for the period beginning October 1, 2004 through December 31, 2008, and (each, a “Section 409A”ii) is and has been operated in compliance (including documentary compliance) with the provisions of Section 409A of the Code since January 1, 2009. (k) No Company Plan covers employees outside the United States. (l) The Terms and Treasury Regulations promulgated thereunderConditions of Employment (the “▇’▇▇▇▇▇ Employment Agreement”) by and between the Company and ▇▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇ (“▇’▇▇▇▇▇”) dated as of January 17, 2011, remain in full force and effect and no party is in breach of its obligations under the ▇’▇▇▇▇▇ Employment Agreement or has otherwise waived its right to enforce the ▇’▇▇▇▇▇ Employment Agreement against the other party. In the event that ▇’▇▇▇▇▇’▇ employment is terminated by the Company without Cause (as defined in the ▇’▇▇▇▇▇ Employment Agreement) or by ▇’▇▇▇▇▇ for Good Reason (as defined in the ▇’▇▇▇▇▇ Employment Agreement), in each case, immediately following the Closing, the amount payable to ▇’▇▇▇▇▇ pursuant to Section 7(b)(i) of the ▇’▇▇▇▇▇ Employment Agreement (including the employer portion of any employment Taxes (FICA, Medicaid, etc.) incurred on account of such payments) shall not exceed $235,000 (the “▇’▇▇▇▇▇ Escrow Amount”) and is conditioned upon his execution of a general release of claims releasing all pending or potential claims. Except for the amounts set forth in the previous sentence, the benefits to be provided by the Seller pursuant to Section 5.9(b) below and any benefits to which ▇’▇▇▇▇▇ is entitled to receive pursuant to a Seller Plan in accordance with its terms, ▇’▇▇▇▇▇ will not be entitled to any additional payments or benefits in the event that his employment is terminated by the Company without Cause (as defined in the ▇’▇▇▇▇▇ Employment Agreement) or by ▇’▇▇▇▇▇ for Good Reason (as defined in the ▇’▇▇▇▇▇ Employment Agreement), in each case, immediately following the Closing.

Employee Plans. (ai) Set forth in Section 4.15(a3.1(1)(cc)(i) of the Company Disclosure Schedule is a Letter lists all Employee Plans in effect as of the date hereof. The Company has made available in the Data Room true, complete and correct list up to date copies of each Company Plan. The Companies have made available all such material Employee Plans, as amended, together with all related documentation, including all actuarial valuations required to Purchaser, to the extent applicable, be filed with a Governmental Entity and correspondence with Government Entities with respect to each Company such filed actuarial valuations of any Pension Plan (i) as defined herein). No set of facts exist and no changes have occurred which would materially affect the plan document and all amendments thereto (or, information contained in the case of actuarial reports, financial statements or asset statements required to be provided to the Purchaser. No commitments to improve or otherwise amend any unwritten Company material Employee Plan a written summary thereof), have been made. (ii) the most recently disseminated summary plan description and an explanation of any material plan modifications made after the date thereof, (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received from the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Each Employee Plan is and has been established, operatedregistered, administeredqualified, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA Affiliates. (c) Each Company Plan complies funded and administered in form accordance with Law and has at all times been maintained and operatedin accordance with their terms, in all material respects. No fact or circumstance exists which could adversely affect the registered or qualified status of any such material Employee Plan. (iii) Section 3.1(1)(cc)(iii) of the Company Disclosure Letter identifies each Employee Plan that is a “registered pension plan” as that term is defined in subsection 248(1) of the Tax Act (collectively, the “Pension Plans”). Except as disclosed in Section 3.1(1)(cc)(iii) of the Company Disclosure Letter, no Pension Plan contains or has ever contained a “defined benefit provision” as that term is defined in subsection 147.1(1) of the Tax Act. (iv) The Company or a Subsidiary has made all contributions and paid all premiums in respect of each material Employee Plan in a timely fashion in accordance with the requirements of all applicable Laws, including ERISA Law and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on Collective Agreements. All liabilities of the Company and each Subsidiary (whether accrued, absolute, contingent or before the Closing Date that are not yet due otherwise) related to all Employee Plans have been either made to each Employee Pension Benefit Plan or accrued fully and accurately disclosed in accordance with IFRS in the past custom and practice financial statements of the Companies. All premiums or other payments for all periods ending on or before Company referred to in Section 3.1(1)(i) as of the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plandates of such financial statements. (fv) Each Company Plan that is intended to be qualified under Section 401(a) None of the Code Employee Plans (other than pension, retirement savings or retirement income plans) provide for retiree benefits or for benefits to retired or terminated Company Employees or to the beneficiaries or dependents of retired or terminated Company Employees. (vi) To the knowledge of the Company, no Employee Plan is subject to a favorable IRS determination letter, and there are no facts or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None of the Company Plans are, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disabilityany, or life insurance benefits. No Company Plan is (i) a defined benefit plan any pending or subject to Section 412 of the Code threatened, material investigation, examination or Title IV of ERISA other proceeding, action or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Scheduleclaim initiated by any Governmental Entity, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or by any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan Person (other than routine claims for benefits) is pending, threatened, or anticipated). To the Knowledge knowledge of the Company, there is exists no basis for state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such Action proceeding, action or Proceedingclaim. (hvii) Except No Employee Plan is a “multi-employer pension plan” as specified on Section 4.15(hsuch term is defined under the Pension Benefits Standards Act, 1985 (Canada) or any similar plan for purposes of pension standards legislation of another jurisdiction. Neither the Company nor any of its Subsidiaries, has at any time sponsored or contributed to, or had any liability or obligation in respect of, any such multi-employer pension plan. (viii) All data necessary to administer each Employee Plan is in the possession of the Company Disclosure Scheduleor a Subsidiary or their respective agents and is in a form which is sufficient for the proper administration of the Employee Plan in accordance with its terms and all Applicable Laws and such data is true and correct. (ix) Except for the DSU Plan, the PSU Plan, the RSU Plan and the Stock Option Plan, the execution of this Agreement and the completion of the Transactions will not (ieither alone or in conjunction with any additional or subsequent events) no Company isconstitute an event under any Employee Plan that will or may result in any payment (whether of severance pay or otherwise), nor will be, 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 acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or increase the amount, of any benefit or other compensation due obligation to fund benefits with respect to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct Company Employee or indirect cause of any amount paid former Company Employee or payable by any Company being classified as an excess parachute payment under Section 280G of the Codetheir beneficiaries. (i) Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereunder.

Employee Plans. (a) Set forth in Section 4.15(a5.11(a) of the Company Disclosure Schedule is a Letter sets forth an accurate and complete and correct list of all Company Employee Benefit Plans (except for Company Employee Benefit Plans that apply solely to Contractors). (b) With respect to each Company Plan. The Companies have made available Employee Benefit Plan (except for Company Employee Benefit Plans that apply solely to PurchaserContractors), to the extent applicable, with respect the Company has made available to each Company Plan Parent an accurate and complete copy of: (i) the each plan document document, including all amendments thereto, and all amendments thereto (orrelated trusts or service agreements, in and written summaries of the case material terms of any all unwritten Company Plan a written summary thereof)Employee Benefit Plans, (ii) the most recently disseminated summary plan description and an explanation of any material plan modifications made after the date thereofrecent Annual Report (Form 5500 Series) for each Company Employee Benefit Plan that is subject to such reporting requirements, (iii) the trust agreementcurrent summary plan description, including any material modifications, or any written summary provided to participants with respect to any plan for which no summary plan description exists, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received (or if applicable, advisory or opinion letter) from the IRSInternal Revenue Service, if any, and any pending applications for a determination or opinion letter and (viiv) all related Contracts, insurance Contracts, and material notices or other Contracts by which material written correspondence regarding such Company Employee Benefit Plan is establishedbetween a plan fiduciary, operated, administeredthe Company, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA AffiliatesAffiliate and the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other Governmental Authority. (c) Each Company Employee Benefit Plan complies in form that is intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified and has at all times been the subject of a favorable and up-to-date determination, advisory or opinion letter from the Internal Revenue Service on which the Company is entitled to rely, or has pending or has time remaining in which to file an application for such determination, advisory or opinion letter from the Internal Revenue Service, and to the knowledge of the Company, no event has occurred, no condition, facts or circumstances exist that could reasonably be expected to cause the loss of such qualification or the imposition of material liability, penalty or Tax under ERISA, the Code or other applicable Law. All assets of the Company Employee Benefit Plans consist of cash or actively traded securities. (d) Each Company Employee Benefit Plan has been operated, established, maintained and operatedadministered in all material respects in accordance with its terms and with all provisions of ERISA, the Code and other applicable Laws. (e) Neither the Company nor the Company Subsidiary has engaged in any non-exempt prohibited transaction, within the meaning of Section 4975 of the Code or Section 406 of ERISA, and, to the knowledge of the Company, no such prohibited transaction has occurred with respect to any Company Employee Benefit Plan. To the knowledge of the Company, no fiduciary, within the meaning of Section 3(21) of ERISA, has any material liability for breach of his or her fiduciary duty with respect to a Company Employee Benefit Plan or otherwise has any material liability in connection with any acts taken (or failed to be taken) with respect to the administration or investment of the assets of any Company Employee Benefit Plan. (f) No Company Employee Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code, or is a “multiemployer plan” within the meaning of Section 3(37) of ERISA, and none of the Company, the Company Subsidiary or any ERISA Affiliate of the Company or the Company Subsidiary has within the past six calendar years sponsored, maintained, contributed to, been required to contribute to, or had any obligations or incurred any liability under any plan that is subject to Title IV of ERISA or Section 412 of the Code, or is a “multiemployer plan” within the meaning of Section 3(37) of ERISA. (g) Except as set forth in Section 5.11(g) of the Company Disclosure Letter, neither the Company nor the Company Subsidiary offers, has any liability or obligation to provide life, health or medical benefits or insurance coverage to any individual, or to the dependent of any individual, for any period extending beyond the termination of the individual’s employment, except to the extent required by the Comprehensive Omnibus Budget Reconciliation Act of 1985 or similar provisions of state Law. (h) Neither the execution and delivery of this Agreement nor the consummation of the Transactions, alone or in combination with any other event (such as a termination of employment) will (i) result in any payment becoming due, or increase the amount of any compensation due, to any employee or former employee of the Company or the Company Subsidiary, (ii) result in any payment becoming due under any Company Employee Benefit Plan, (iii) increase any benefits otherwise payable under any Company Employee Benefit Plan, (iv) result in the acceleration of the time of payment or vesting of any such compensation or benefits, (v) result in 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, (vi) result in the triggering or imposition of any restrictions or limitations on the rights of the Company or the Company Subsidiary to amend or terminate any Company Employee Benefit Plan or (vii) entitle the recipient of any payment or benefit to receive a “gross up” payment for any income or other Taxes that might be owed with respect to such payment or benefit. (i) All Company Stock Options have been granted, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Stock Plan and applicable Law. Each Company Plan Stock Option has an exercise price that is an Employee Pension Benefit Plan and all contributions for any period ending no less than the fair market value of the underlying Company Common Stock on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued date of grant, as determined in accordance with the past custom and practice Section 409A of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that Code, and is an Employee Welfare Benefit Plan. (f) otherwise exempt from Section 409A. Each Company Plan that is Stock Option intended to be qualified qualify as an incentive stock option under Section 401(a) 422 of the Code is subject to a favorable IRS determination letter, and there are no facts or circumstances that have affected or are likely to affect the qualified status of such Company Planso qualifies. None of the Company Plans are, and no The Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning provided to Parent accurate and complete copies of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 the forms of standard award agreement under the Code or Title IV of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or Proceeding. (h) Except as specified on Section 4.15(h) of the Company Disclosure Schedule, (i) no Company is, nor will be, 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 vesting, or increase the amount, of any benefit or other compensation due to any individual from the Company; Stock Plans and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause copies of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G of the Codeaward agreements that materially deviate from such forms. (ij) Each No Company Employee Benefit Plan that constitutes a nonqualified deferred compensation plan is subject to Section 409A any Laws other than those of the Code (eachUnited States or any state, a “Section 409A”) country, or municipality in the United States, nor is and has been operated in compliance with the provisions of Section 409A maintained outside of the Code United States or for the benefit of employees located outside of the United States, and Treasury Regulations promulgated thereunderneither the Company nor the Company Subsidiary contributes to or has any obligation to contribute to any scheme, plan or arrangement mandated by a government other than the United States federal government.

Employee Plans. Except as set forth in the National City Disclosure Letter, all employee benefit, welfare, bonus, deferred compensation, pension, profit sharing, stock option, employee stock ownership, consulting, severance, or fringe benefit plans, formal or informal, written or oral, and all trust agreements related thereto, relating to any present or former directors, officers or employees of National City or its subsidiaries ("National City Employee Plans") have been maintained, operated, and administered in substantial compliance with their terms and currently comply, and have at all relevant times complied, in all material respects with the applicable requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code, and any other applicable laws. With respect to each National City Employee Plan which is a pension plan (as defined in Section 3(2) of ERISA): (a) Set forth in Section 4.15(aexcept for recent amendment(s) to the plans not materially affecting the qualified status of the Company plans (which are disclosed in, and copies of which are attached to, the National City Disclosure Schedule is a complete and correct list of each Company Plan. The Companies have made available to Purchaser, to the extent applicable, with respect to each Company Plan (i) the plan document and all amendments thereto (or, in the case of any unwritten Company Plan a written summary thereofLetter), each pension plan as amended (iiand any trust relating thereto) the most recently disseminated summary plan description and an explanation of any material plan modifications made after the date thereof, (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received from the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA Affiliates. (c) Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under Section 401(a) of the Code either: (i) has been determined by the Internal Revenue Service ("IRS") to be so qualified, (ii) is the subject of a pending application for such determination that was timely filed, or (iii) will be submitted for such a determination prior to a favorable IRS determination letter, and there are no facts or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None end of the Company Plans are, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan ("remedial amendment period" within the meaning of Section 3(37401(b) of the Code, (b) there is no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or 4001(a)(3not waived, and no waiver of the minimum funding standards of such sections has been requested from the IRS, (c) neither National City nor any of its subsidiaries has provided, or is required to provide, security to any pension plan pursuant to Section 401(a)(29) of the Code, (d) the fair market value of the assets of each defined benefit plan (as defined in Section 3(35) of ERISA) or a single employer pension plan exceeds the value of the "benefit liabilities" within the meaning of Section 4001(a)(154001(a)(16) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a ERISA under such defined benefit plan or subject to Section 412 as of the Code or Title IV end of the most recent plan year thereof ending prior to the date hereof, calculated on the basis of the actuarial assumptions used in the most recent actuarial valuation for such defined benefit plan as of the date hereof, (e) no reportable event described in Section 4043 of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) of for which the Company Disclosure Schedule, there 30 day reporting requirement has not been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) waived has occurred, with respect to any Company Plan. No “fiduciary” (f) except as disclosed in the National City Disclosure Letter, no defined in ERISA § 3(21)) benefit plan has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or Proceeding. (h) Except as specified on Section 4.15(h) of the Company Disclosure Schedule, (i) no Company isbeen terminated, nor will be, 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 has the time of payment or vesting, or increase the amount, of any benefit or other compensation due to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G of the Code. (i) Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereunder.Pension Benefit

Employee Plans. (a) Set Other than as disclosed in the Parent SEC Reports, or as set forth in on Section 4.15(a3.9(a) of the Company Parent Disclosure Schedule is a complete and correct list of Letter, there are no Employee Benefit Plans established, maintained or contributed to by the Parent. (b) With respect to each Company Employee Benefit Plan. The Companies have , the Parent has made available to Purchaserthe Company a true, correct and complete copy of: (i) each writing constituting a part of such Employee Benefit Plan (or to the extent applicableno copy exists, with respect to each Company Plan (i) the plan document and all amendments thereto (or, in the case of any unwritten Company Plan a written summary thereofmaterially accurate description), ; (ii) the most recently disseminated summary plan description and an explanation of any material plan modifications made after the date thereof, (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, Annual Report (viForm 5500 Series), if any; (iii) for each Company the current summary plan description and any material modifications thereto, if required to be furnished under ERISA; and (iii) the most recent determination letter from the Internal Revenue Service, if any. (c) Each Employee Benefit Plan which that is intended to be a “qualified plan” under Section 401 within the meaning of the Code, the most recent determination letter received from the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA Affiliates. (c) Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under Section 401(a) of the Code is either (i) entitled to reliance with respect to an opinion letter issued to a prototype plan, pursuant to Revenue Procedure 2005-16, or (ii) is the recipient of a favorable determination letter from the Internal Revenue Service that has not been revoked, and to the knowledge of the Parent, no event has occurred and no condition exists that could reasonably be expected to result in the revocation of any such determination letter. (d) Except as is not reasonably likely, individually or in the aggregate, to have a Parent Material Adverse Effect, (i) all contributions required to be made to any Employee Benefit Plan (or to any person pursuant to the terms thereof) have been made or the amount of such payment or contribution obligation has been reflected in the Parent SEC Reports filed with the SEC prior to the date of this Agreement, (ii) a proper accrual has been made on the books of account of the Parent and any of the Parent Subsidiaries for all contributions, premium payments and other payments due in the current fiscal year and not paid on or before the Effective Date, and (iii) no contribution, premium payment or other payment has been made in support of any Employee Benefit Plan that is in excess of the allowable deduction for federal income tax purposes for the year with respect to which the contribution was made (whether under Section 162, Section 280G, Section 404, Section 419, Section 419A of the Code or otherwise). (e) Except as is not reasonably likely, individually or in the aggregate, to have a Parent Material Adverse Effect, with respect to each Employee Benefit Plan, the Parent and the Parent Subsidiaries have complied, and are now in compliance, with all provisions of ERISA, the Code and all Laws applicable to such Employee Benefit Plans in all material respects. Each Employee Benefit Plan has been established and administered in accordance with its terms in all material respects. All reports and filings with governmental entities (including the Department of Labor, the Internal Revenue Service and the SEC) required in connection with each Employee Benefit Plan have been timely made. All disclosures and notices required by Law or Employee Benefit Plan provisions to be given to participants and beneficiaries in connection with each Employee Benefit Plan have been properly and timely made. All Employee Benefit Plans intended to be tax qualified under Section 401(a) or Section 403(a) of the Code are so qualified. All trusts established in connection with Employee Benefit Plans intended to be tax exempt under Section 501(a) or (c) of the Code are so tax exempt. (f) No Employee Benefit Plan is subject to a favorable IRS determination letterTitle IV of ERISA (including, and there are no facts or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None of the Company Plans arewithout limitation, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(154001(a)(3) of ERISA. Except as required ) and no liability under Title IV of ERISA has been or is expected to be incurred by COBRAthe Parent, none any of the Company Plans provide for Parent Subsidiaries or promise retiree medicalany other entities that are, disabilityalong with the Parent or any of the Parent Subsidiaries, treated as a single employer under Sections 414(b), (c) or life insurance benefits. No Company (m) of the Code. (g) Other than as set forth on Section 3.9(g) of the Parent Disclosure Letter, no Employee Benefit Plan is subject to Section 409A of the Code. (h) Neither the Parent nor any of the Parent Subsidiaries sponsor any of the following: (i) a plan that is or is intended to be an employee stock ownership plan as defined benefit in Section 4975(c)(7) of the Code, (iii) a nonqualified deferred compensation arrangement, (iv) a multiemployer plan as defined in Section 3(37) of ERISA or subject Section 414(f) of the Code, (v) a multiple employer plan maintained by more than one employer as defined in Section 413(c) of the Code, (vi) a plan that owns any employer securities as an investment, (vii) a plan that provides benefits (or provides increased benefits or vesting) as a result of a change in control of the Parent or any of the Parent Subsidiaries, (viii) a plan that is maintained pursuant to collective bargaining, or (ix) a plan that is funded, in whole or in part, through a voluntary employees’ beneficiary association exempt from tax under Section 412 501(c)(9) of the Code. (i) Neither the Parent nor any of the Parent Subsidiaries have any material liability for life, health or medical benefits to former employees or beneficiaries or dependents thereof, except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title IV I of ERISA or (ii) a self-insured group health planERISA. (gj) Except as set forth on Section 4.15(g3.9(j) of the Company Parent Disclosure ScheduleLetter, there has been no “prohibited transaction” (as defined in ERISA § 406 the consummation of the transactions contemplated by this Agreement will not, either alone or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment termination of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or Proceeding. (h) Except as specified on Section 4.15(h) of the Company Disclosure Scheduleemployment, (i) no Company isentitle any current or former employee or officer of the Parent or the Parent Subsidiaries to severance pay or any other material payment, nor will be, obligated to pay separation, severance, termination or similar benefits as a result of any transaction contemplated by this Agreement, nor will any such transaction (ii) accelerate the time of payment or vesting, or increase the amount, amount of any benefit or other compensation due any such employee or officer or (iii) give rise to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause payment of any amount paid or payable by any Company being classified as an excess parachute payment that would not be deductible under Section 280G of the Code. (k) To the knowledge of the Parent, there is no suit, action or legal, administrative, arbitration or other proceeding or governmental investigation or Order pending with regard to any Employee Benefit Plan other than routine uncontested claims for benefits. To the knowledge of the Parent, no Employee Benefit Plan is currently under examination or audit by the Department of Labor, the Internal Revenue Service or the Pension Benefit Guaranty Corporation. To the knowledge of the Parent, neither the Parent nor any of the Parent Subsidiaries have any liability (either directly or as a result of indemnification) for (and the transactions contemplated by this Agreement will not cause any liability for): (i) Each Company Plan that constitutes a nonqualified deferred compensation plan subject to any excise taxes under Section 409A 4971 through Section 4980B, Section 4999, Section 5000 or any other Section of the Code Code, (eachii) any penalty under Section 502(i), Section 502(l), Part 6 of Title I or any other provision of ERISA, or (iii) any excise taxes, penalties, damages or equitable relief as a “Section 409A”) is result of any prohibited transaction, breach of fiduciary duty or other violation under ERISA or any other applicable Law. All accruals required under FAS 106 and has FAS 112 have been operated in compliance with properly accrued on the provisions most recently issued quarterly financial statements. No condition, agreement or Employee Benefit Plan provision limits the right of Section 409A any Parent to amend, cut back or terminate any Employee Benefit Plan (except to the extent such limitation arises under ERISA). Neither the Parent nor any of the Code Parent Subsidiaries have any liability for life insurance, death or medical benefits after separation from employment other than (i) death benefits under the Employee Benefit Plans and Treasury Regulations promulgated thereunder(ii) health care continuation benefits described in Section 4980B of the Code. (l) As of January 1, 2007, the Parent does not have any outstanding loans to any current or former employees of the Parent.

Employee Plans. (a) Set forth in Section 4.15(a2.10(a) of the Company Disclosure Schedule Schedules sets forth all material Company Employee Benefit Plans and material Company Employee Agreements (collectively, the “Company Plans”), and identifies the country in which such Company Plan is a complete and correct list maintained. (b) Except as set forth in Section 2.10(b) of each the Company Plan. The Companies have made available to Purchaser, to the extent applicableDisclosure Schedules, with respect to each Company Plan Plan, the Company has made available to Parent a true, correct and complete copy of: (i) the plan document each written Company Plan and Company Employee Agreement and all amendments thereto (orthereto, in the case of any unwritten Company Plan a written summary thereof), if any; (ii) the most recently disseminated current summary plan description and an explanation of any material modifications thereto, if any, or a written summary with respect to any plan modifications made after the date thereof, for which no summary plan description exists; (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received (or if applicable, advisory or opinion letter) from the IRSInternal Revenue Service, if any; (iv) the Form 5500 Annual Return/Report and accompanying schedules and attachments for the most recently completed plan year, if any; (v) the most recently prepared actuarial reports and financial statements, if any; and (viivi) all related Contractsmaterial correspondence within the preceding three (3) years to or from the Internal Revenue Service, insurance ContractsDepartment of Labor, and Pension Benefit Guaranty Corporation, or other Contracts by which governmental agency relating to any audit, investigation or voluntary correction of such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA Affiliates. (c) Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under “qualified” within the meaning of Section 401(a) of the Code is the subject to of a favorable IRS determination letter (or, if applicable, is entitled to rely on an advisory or opinion letter) from the Internal Revenue Service that has not been revoked, and there are to the Knowledge of the Company, no facts or circumstances event has occurred and no condition exists that have affected or are likely would reasonably be expected to adversely affect the qualified status of any such Company Plan. None Employee Benefit Plan or result in the imposition of any material liability, penalty or Tax under ERISA or the Code. (d) (i) Each Company Plan has been operated and administered in all material respects in accordance with its provisions and in compliance with all applicable provisions of ERISA and the Code; and (ii) all payments and contributions required to be made under the terms of any Company Plan have been made or the amount of such payment or contribution obligation has been reflected in the financial statements included in the currently applicable Available Company SEC Documents which are publicly available prior to the Agreement Date. (e) In the last six (6) years, neither the Company Plans arenor any Company Affiliate has maintained, established, participated in or contributed to, or is or has been obligated to contribute to, and no neither the Company nor any Company Affiliates otherwise has any Liability liability (including current or potential withdrawal Liabilityany contingent liability) with respect to, (i) a plan that is subject to Sections 412 of the Code or Section 302 or Title IV of ERISA, or (ii) a “multiemployer plan (plan” within the meaning of Section 3(37) or 4001(a)(3of ERISA. No Company Employee Benefit Plan is a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). (f) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none otherwise provided in this Agreement or as set forth in Section 2.10(f) of the Company Plans provide for Disclosure Schedules, neither the execution of this Agreement nor the Company Stockholder Approval nor the consummation of the Transactions will (either alone or promise retiree medical, disability, or life insurance benefits. No Company Plan is together with any other event) (i) a defined benefit plan entitle any current or subject former Company Employee to Section 412 of the Code any payment or Title IV of ERISA benefit, including any bonus, retention, severance or retirement payment or benefit; or (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a self-insured group health plangrantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Plan. (g) Except as set forth on in Section 4.15(g2.10(g) of the Company Disclosure ScheduleSchedules, there has been no (i) neither the execution of this Agreement, Company Stockholder Approval nor the consummation of the Transactions (either alone or together with any other event) will, or would reasonably be expected to, result in the payment of any “prohibited transactionexcess parachute payments” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043Section 280G of the Code and (ii) has occurredno Company Plan, with respect to and neither the Company nor any Company Plan. No Subsidiary, provides for a “fiduciarygross-up” (as defined or similar payment in ERISA § 3(21)) has respect of any Liability for breach of fiduciary duty Taxes that may become payable under Sections 409A or any other failure to act or comply in connection with the administration or investment 4999 of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or ProceedingCode. (h) Except as specified on Each Company Plan that is or forms part of a “nonqualified deferred compensation plan” within the meaning of Section 4.15(h) 409A of the Code complies in all material respects with, and the Company Disclosure Scheduleand all Company Subsidiaries have materially complied in practice and operation with, (i) no Company is, nor will be, obligated to pay separation, severance, termination or similar benefits as a result all applicable requirements of any transaction contemplated by this Agreement, 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 from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G 409A of the Code. (i) Each None of the Company, any Company Subsidiary or any Company Plan that constitutes a nonqualified deferred compensation plan subject provides or has an obligation to provide any post-retirement medical benefits (whether insured or self-insured) to any current or former Company Employee (other than coverage mandated by applicable Law, including benefits required to be provided to avoid excise Tax under Section 409A 4980B of the Code). The Company and each Company Affiliate have complied in all material respects with Section 4980B of the Code or Part 6 of Subtitle B under Title I of ERISA or similar applicable Law. (eachj) There is no action, suit, investigation, audit, proceeding or claim pending or, to the Knowledge of the Company, threatened against any Company Plan before any court or arbitrator or any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the Pension Benefit Guaranty Corporation. (k) Neither the Company nor any Company Subsidiary has been a party to, a “Section 409A”) sponsoring employer of, or otherwise is and has been operated in compliance under any liability or obligation with the provisions respect to any defined benefit pension scheme, final salary scheme or any death, disability or retirement benefit calculated by reference to age, salary or length of Section 409A service or any of them, for employees working outside of the Code and Treasury Regulations promulgated thereunderU.S. Neither the Company nor any Company Subsidiary has discriminated against, or in relation to, any employees on grounds of age, sex, disability, marital status, hours of work, fixed-term or temporary agency worker status, sexual orientation, or religion or belief in providing pension, lump-sum, death, ill-health, disability or accident benefits (to the extent such grounds are legally protected categories locally) such that the Company or any Company Affiliate could reasonably be subject to material liability relating thereto.

Employee Plans. (a) Set forth in Section 4.15(aThere is no (nor has there ever been) any trade or business (whether or not incorporated), under common control with the Seller within the meaning of Sections 414(b), (c), (m) or (o) of the Company Disclosure Code. Schedule is a complete 5.20 sets forth all pension, savings, retirement, health, insurance, severance and correct list of each Company Plan. The Companies have made available to Purchaserother employee benefit or fringe benefit plans maintained or sponsored by the Seller, to the extent applicable, or with respect to each Company Plan which the Seller has any responsibility or liability (including any contingent liability) (collectively referred to herein as the “Plans”). With respect to the Plans, the Seller has delivered to the Buyer copies of: (i) the plan document documents, and, where applicable, related trust agreements, and all amendments thereto (or, any related agreements which are in the case of any unwritten Company Plan a written summary thereof), writing; (ii) the most recently disseminated summary plan description and an explanation of any material plan modifications made after the date thereof, descriptions; (iii) the trust agreement, most recent Internal Revenue Service determination letter relating to each Plan for which a letter of determination was obtained; (iv) to the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended extent required to be a “qualified plan” under Section 401 of the Codefiled, the most recent determination letter received from Annual Report (Form 5500 Series and accompanying schedules of each Plan and applicable financial statements) as filed with the IRS, Internal Revenue Service; and (viiv) all related Contractsaudited financial statements, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Planif any. (b) Other than Except as set forth on Schedule 5.20, (i) Each Plan conforms to, and its administration is in compliance with, all applicable requirements of law, including, without limitation, ERISA and the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) all of the Plans are in full force and effect as written, and all premiums, contributions and other Companies, neither payments required to be made by the Seller nor under the terms of any Company has any ERISA AffiliatesWelfare Plan (as hereinafter defined) have been made or accrued. (c) Each Company Plan complies in form maintained by the Seller that is required to be qualified under Section 401(a) of the Code, and each trust maintained pursuant thereto has been determined to be exempt from federal taxation by the Internal Revenue Service and has at a favorable determination letter that has been issued by the Internal Revenue Service with respect to each such Plan. No Plan that is an employee welfare benefit plan as defined in Section 3(1) of ERISA (a “Welfare Plan”) is funded through a voluntary employee beneficiary association as defined in Section 501(c)(9) of the Code. (d) Except as set forth on Schedule 5.20, the Seller has never maintained, contributed to or incurred any liability with respect to any Plan subject to Title IV of ERISA or Section 412 of the Code. The Seller has no material liability under Section 4062 of ERISA to the Pension Benefit Guaranty Corporation or to a trustee appointed under Section 4042 of ERISA. The Seller has not engaged in any transaction described in Section 4069 of ERISA. (e) There are no multiemployer plans (as defined in Subsection 3(37) of ERISA) (“Multiemployer Plans”) to which the Seller is or has been required to make a contribution or other payment. The Seller has not withdrawn in a complete or partial withdrawal from any Multiemployer Plan, nor has the Seller incurred any material liability due to the termination or reorganization of a Multiemployer Plan. (f) There has been no non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Part 4 of Subtitle B of Title I of ERISA) with respect to any Pension Plan or penalty under Section 502(i) of ERISA. (g) The Seller does not maintain any Plan providing post-retirement benefits qualified under Section 401(a) of the Code (“Post-Retirement Benefits”). The Seller is not liable for Post-Retirement Benefits under any plan not maintained by the Seller. The Seller has complied in all times material respects with the requirements of Section 4980B of the Code and Sections 601 to 608 of ERISA relating to continuation coverage for group health plans. (h) There has been maintained no material violation of ERISA or the Code with respect to the filing of applicable reports, documents and operatednotices regarding the Plans with the Secretary of Labor or the Secretary of the Treasury or the furnishing of required reports, documents or notices to the participants or beneficiaries of the Plans. (i) There are no pending actions, claims or lawsuits which have been asserted, instituted or, to the best of the Seller’s knowledge, threatened, against the Plans, the assets of any of the trusts under such Plans or the Plan sponsor or the Plan administrator, or, to the best of the Seller’s knowledge, against any fiduciary of the Plans with respect to the operation of such Plans (other than routine benefit claims). (j) Except as set forth on Schedule 5.20, the Plans have been maintained, in all material respects, in accordance with the requirements their terms and with all provisions of all applicable Laws, including ERISA and the Code, if applicable, Code (including rules and each Company Plan has been maintained regulations thereunder) and operated in accordance with its termsother applicable federal and state laws and regulations. (dk) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have There has been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries no mass layoff or plant closing as defined by W.A.R.N. or any similar state or local “plant closing” law with respect to each Company Plan. The requirements the employees of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirementsSeller. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under Section 401(a) of the Code is subject to a favorable IRS determination letter, and there are no facts or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None of the Company Plans are, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health plan. (gl) Except as set forth on Section 4.15(g) Schedule 5.20, the execution of, and performance of the Company Disclosure Scheduletransactions contemplated in, there has been no “prohibited transaction” this Agreement will not, either alone or upon the occurrence of subsequent events, result in any payment (as defined whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in ERISA § 406 benefits or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, obligation to fund benefits with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment employee of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or ProceedingSeller. (h) Except as specified on Section 4.15(h) of the Company Disclosure Schedule, (i) no Company is, nor will be, 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 vesting, or increase the amount, of any benefit or other compensation due to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G of the Code. (i) Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereunder.

Employee Plans. (a) Set forth in Section 4.15(a) 3.9 of the Company Disclosure Schedule is a complete Letter sets forth all material Company Employee Benefit Plans and correct list of each material Company Plan. The Companies have made available to PurchaserEmployee Agreements (collectively, to the extent applicable, with “Company Plans”). (b) With respect to each Company Plan Plan, the Company has made available to Parent a true, correct and complete copy of: (i) the plan document each written Company Plan and all amendments thereto (orthereto, in the case of any unwritten Company Plan a written summary thereof), if any; (ii) the most recently disseminated recent Annual Report (Form 5500 Series) including all applicable schedules, if any; (iii) the current summary plan description and an explanation of any material modifications thereto, if any, or any written summary provided to participants with respect to any plan modifications made after the date thereof, (iii) the trust agreement, for which no summary plan description exists; (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received (or if applicable, advisory or opinion letter) from the IRSInternal Revenue Service, if any; and (viiv) all related Contractsmaterial notices given to such Company Plan, insurance Contractsthe Company, and or any Company ERISA Affiliate by the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other Contracts by which governmental agency relating to such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. within the past three (b3) Other than the other Companies, neither the Seller nor any Company has any ERISA Affiliatesyears. (c) Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under “qualified” within the meaning of Section 401(a) of the Code is has been the subject to of a favorable IRS determination letter (or, if applicable, advisory or opinion letter) from the Internal Revenue Service that has not been revoked (or if not determined to be so qualified, such Company Employee Benefit Plan may still be amended within the remedial amendment period to cure any qualification defect to the extent permitted by Law), and there are to the Knowledge of the Company, no facts or circumstances event has occurred and no condition exists that have affected or are likely would reasonably be expected to materially adversely affect the qualified status of any such Company Plan. None Employee Benefit Plan or the imposition of any material liability, penalty or tax under ERISA or the Company Plans are, and no Company has any Liability Code. (including current or potential withdrawal Liabilityd) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRAhas not had a Company Material Adverse Effect, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined each Company Employee Benefit Plan has been operated and administered in all material respects in accordance with its provisions and in compliance with all applicable provisions of ERISA and the Code; and (ii) all payments and contributions required to be made under the terms of any Company Employee Benefit Plan have been made or the amount of such payment or contribution obligation has been reflected in the Available Company SEC Documents which are publicly available prior to the date of this Agreement. (e) Neither the Company, any Company Subsidiary nor any Company ERISA Affiliate has in the preceding six (6) years maintained, participated in or contributed to (or been obligated to contribute to), or can reasonably expect to have future liability with respect to (i) any employee pension benefit plan or that is subject to Title IV of ERISA or Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health “multiemployer plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975Section 4001(a)(3) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company PlanERISA). No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan provides for post-retirement or other post-employment welfare benefits (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge health care continuation coverage as required by Section 4980B of the Company, there is no basis for any such Action Code or ProceedingERISA or coverage through the end of the calendar month in which a termination of employment occurs). (hf) Except as specified on Section 4.15(h) of the No Company Disclosure Schedule, (i) no Company is, nor will be, obligated to pay separation, severance, termination Plan provides for a “gross-up” or similar benefits as a result payment in respect of any transaction contemplated by this Agreement, nor will any such transaction accelerate the time of payment Taxes that may become payable under Sections 409A or vesting, or increase the amount, of any benefit or other compensation due to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G 4999 of the Code. (i) Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereunder.

Employee Plans. (a) Set forth in Section 4.15(a35(a) of the Company Corporation Disclosure Schedule Letter lists all Employee Plans. Corporation has made available in the Data Room to Purchaser true, correct and complete copies of all the Employee Plans (or where oral, written summaries of the terms thereof) as amended, together with all material related documentation in respect thereof including funding, trust and investment management agreements, insurance contracts, service agreements, award agreements, summary plan descriptions, consultants' reports, actuarial reports, valuations, annual information returns, financial statements and asset statements and material correspondence with any Governmental Entity, for each of at least the last three years. (b) Each Employee Plan is and has been established, registered, amended, qualified, invested, funded and, in all material respects, administered in accordance with Law including ERISA, the Patient Protection and Affordable Care Act, and the U.S. Internal Revenue Code, and in accordance with their terms. Each Employee Plan that is intended to qualify under Section 401(a) of the U.S. Internal Revenue Code has received a complete favorable determination or approval letter from the IRS with respect to such qualification, or may rely on an opinion letter issued by the IRS with respect to a prototype plan adopted in accordance with the requirements for such reliance. (c) All reports, filings, disclosures or notices required to have been filed, delivered or issued and correct list all contributions, premiums or taxes required to be withheld, paid or remitted by Corporation or any of its Subsidiaries under the terms of each Company Employee Plan have been made in a timely fashion in compliance in with all applicable Laws and the terms of the applicable Employee Plan. The Companies have made available . (d) No Employee Plan is subject to Purchaserany investigation, examination or other proceeding, action or claim initiated by any Governmental Entity, or by any other party (other than routine claims for benefits) and, to the extent applicableknowledge of Corporation, there exists no state of facts which after notice or lapse of time or both would reasonably be expected to give rise to any such investigation, examination or other proceeding, action or claim or to affect the registration or qualification of any Employee Plan required to be registered or qualified. (e) All data necessary to administer each Employee Plan is in the possession of Corporation or its Subsidiaries and is in a form which is sufficient for the proper administration of such Employee Plan in accordance with respect to each Company Plan its terms and all applicable Laws and such data is complete and correct. (f) Except as contemplated by Article 2 of this Agreement, neither the execution, delivery, nor consummation of the transactions contemplated by this Agreement (alone or in conjunction with any other event) could, either alone or in combination with another event, (i) entitle any employee, director, officer or independent contractor of Corporation or any of its Subsidiaries to notice or indemnity in lieu of, severance pay or any material increase in severance pay or any other termination of employment payment, (ii) accelerate the plan document and all amendments thereto time of payment or vesting, or materially increase the amount of compensation due to any such employee, director, officer or independent contractor, (oriii) directly or indirectly cause Corporation or its Subsidiaries to transfer or set aside any assets to fund any material benefits under any Employee Plan, (iv) otherwise give rise to any payment or liability under any Employee Plan, (v) limit or restrict the right to merge, materially amend, terminate or transfer the assets of any Employee Plan on or following the Effective Time, (vi) require a "gross-up," indemnification for, or payment to any individual for any taxes imposed under Section 409A or Section 4999 of the U.S. Internal Revenue Code or any other tax, or (vii) result in the case payment of any unwritten Company 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 U.S. Internal Revenue Code. (g) No Employee Plan is a written summary thereofmulti-employer pension plan as defined in subsection 1(3) of the PBA or under a similar provision of any other applicable pension standards legislation, and neither Corporation nor its Subsidiaries sponsors any Defined Benefit Pension Plan. (h) Neither Corporation, its Subsidiaries nor any ERISA Affiliate has ever 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) under, any (i) Multiemployer Plan (as described in Section 3(37) of ERISA), (ii) employee benefit plan that is or was subject to Title IV of ERISA or subject to Section 412 of the most recently disseminated summary plan description and an explanation U.S. Internal Revenue Code or Section 302 of any material plan modifications made after the date thereofERISA, (iii) funded welfare benefit plan within the trust agreementmeaning of Section 419 of the U.S. Internal Revenue Code, (iv) "multiple employer plan" (within the three (3meaning of Section 210 of ERISA or Section 413(c) most recent Form 5500 Annual Reportsof the U.S. Internal Revenue Code), or (v) non-discrimination testing results on each Company’s 401(k"multiple employer welfare arrangement" (as such term is defined in Section 3(40) Plan for of ERISA), and neither Corporation, its Subsidiaries nor any ERISA Affiliate has ever incurred any liability under Title IV of ERISA that has not been paid in full. For purposes of this section, "ERISA Affiliate" shall mean any employer (whether or not incorporated) that would be treated together with Corporation or its Subsidiaries as a single employer within the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under meaning of Section 401 414 of the U.S. Internal Revenue Code. (i) Except as disclosed in Section 35(i) of the Corporation Disclosure Letter and except as required by Law, the most recent determination letter received from the IRSno Employee Plan provides for retiree or post-employment medical, disability, life insurance or other welfare benefits to any Person, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, none of Corporation or funded. No Company its Subsidiaries has any obligation to provide such benefits. (j) Each of Corporation and its Subsidiaries has no formal plan and has made no promise or commitment, whether legally binding or not, to create any additional Company Employee Plan or modify to materially improve or change any existing Company Employee Plan, including in connection with the compensation or benefits provided under any Employee Plan. (bk) Other than No fact or circumstance exists that could adversely affect the other Companies, neither the Seller nor existing Tax preferred or Tax exempt status of any Company has any ERISA Affiliates. (c) Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (fl) No insurance policy or any other Contract affecting any Employee Plan requires or permits a retroactive increase in premiums or payments due thereunder, or requires additional premiums or payments on termination of such Employee Plan or any insurance policy, contract or agreement relating thereto. (m) All liabilities of Corporation and its Subsidiaries (whether accrued, absolute, contingent or otherwise) related to the Employee Plans, including all Tax-related liabilities, have been fully and accurately accrued and disclosed, and reported in accordance with IFRS in the respective financial statements. (n) The per share exercise price of each Option is no less than the fair market value of a Share on the date of grant of such Option, determined in a manner consistent with Section 409A of the U.S. Internal Revenue Code. Each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code is subject to constitutes in any part a favorable IRS determination letter, and there are no facts or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None of the Company Plans are, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension nonqualified deferred compensation plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none 409A of the Company Plans provide for or promise retiree medical, disability, or life insurance benefitsU.S. Internal Revenue Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the U.S. Internal Revenue Code and applicable guidance thereunder. No Company Plan is (i) a defined benefit plan Employee Plan, individually or subject collectively, could give rise to the payment of any amount that would not be deductible pursuant to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g162(m) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or U.S. Internal Revenue Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment provision of the assets of U.S. Internal Revenue Code or any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pendingsimilar foreign law, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or Proceeding. (h) Except as specified on Section 4.15(h) of the Company Disclosure Schedule, (i) no Company is, nor will be, 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 vesting, or increase the amount, of any benefit or other compensation due to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct alone or indirect cause of in conjunction with any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G of the Codeother event. (i) Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereunder.

Employee Plans. (a) Set forth in Section 4.15(a) 3.10 of the Company Disclosure Schedule is a complete Letter sets forth all material Company Employee Benefit Plans and correct list of each material Company Plan. The Companies have made available to PurchaserEmployee Agreements (collectively, to the extent applicable, with “Company Plans”). (b) With respect to each Company Plan Plan, the Company has made available to Parent a true, correct and complete copy of: (i) the plan document each written Company Employee Benefit Plan and all amendments thereto (orthereto, in the case of any unwritten Company Plan a written summary thereof), if any; (ii) the most recently disseminated recent Annual Report (Form 5500 Series) including all applicable schedules, if any; (iii) the current summary plan description and an explanation of any material modifications thereto, if any, or any written summary provided to participants with respect to any plan modifications made after the date thereof, (iii) the trust agreement, for which no summary plan description exists; (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received (or if applicable, advisory or opinion letter) from the IRSInternal Revenue Service, if any; and (viiv) all related Contracts, insurance Contracts, and other Contracts by which material notices given to such Company Plan is establishedEmployee Benefit Plan, operated, administeredthe Company, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA AffiliatesAffiliate by the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other governmental agency relating to such Company Employee Benefit Plan. (c) Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under “qualified” within the meaning of Section 401(a) of the Code is has been the subject to of a favorable IRS determination letter (or, if applicable, advisory or opinion letter) from the Internal Revenue Service that has not been revoked (or if not determined to be so qualified, such Company Employee Benefit Plan may still be amended within the remedial amendment period to cure any qualification defect to the extent permitted by Law), and there are to the Knowledge of the Company, no facts or circumstances event has occurred and no condition exists that have affected or are likely would reasonably be expected to materially adversely affect the qualified status of any such Company Plan. None Employee Benefit Plan or the imposition of any material liability, penalty or tax under ERISA or the Code. (d) Except as has not had a Company Material Adverse Effect, (i) each Company Plan has been maintained, operated and administered in all material respects in accordance with its provisions and in compliance with all applicable provisions of ERISA, the Code and all other applicable Law; and (ii) all payments and contributions required to be made under the terms of any Company Plan or under applicable Law have been made or the amount of such payment or contribution obligation has been reflected in the Available Company SEC Documents which are publicly available prior to the date of this Agreement. (e) Neither the Company Plans arenor any Company Subsidiary maintains, and no Company sponsors, contributes to or has any Liability (including current or potential withdrawal Liability) liability with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit any plan or that is subject to Section 412 of the Code or Title IV of ERISA or (ii) any “multiemployer plan” (as such term is defined under Section 3(37) of ERISA). Neither the Company nor any Company Subsidiary has any current or potential obligation to provide material post-employment health, life or other welfare benefits other than as required under Section 4980B of the Code or any similar applicable law. (f) Except as would not reasonably be expected to result in a self-insured group health planCompany Material Adverse Effect, there do not exist any pending or, to the Knowledge of the Company, threatened claims (other than routine undisputed claims for benefits), suits, actions, disputes, audits or investigations with respect to any Company Employee Benefit Plan. (g) Except as contemplated in Section 2.6 or as set forth on under Section 4.15(g3.10(g) of the Company Disclosure ScheduleLetter, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning consummation of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or Proceeding. (h) Except as specified on Section 4.15(h) of the Company Disclosure Schedule, (i) no Company is, nor will be, 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 vesting, or increase the amount, of any benefit or other compensation due to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be accelerate the direct time of the payment or indirect cause vesting of, or increase the amount of, or result in the forfeiture of any amount paid compensation or payable by benefits under any Company being classified as an excess parachute payment under Section 280G of the CodeEmployee Benefit Plan. (ih) Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Except as contemplated in Section 409A 2.6 or as set forth in Section 3.10(h) of the Code (eachCompany Disclosure Letter, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A consummation of the Code and Treasury Regulations promulgated thereundertransactions contemplated by this Agreement alone, or in combination with any other events, including a termination of any employee, officer, director, stockholder or other service provider of the Company or any CompanySubsidiaries (whether current, former or retired) or their beneficiaries, will not give rise to any liability under any Company Plan, including liability for severance pay, unemployment compensation, termination pay or withdrawal liability, or accelerate the time of payment or vesting or increase the amount of compensation or benefits due to any employee, officer, director, stockholder or other service provider of the Company or any Company Subsidiaries (whether current, former or retired) or their beneficiaries.

Employee Plans. (a) Set forth in Section 4.15(a4.9(a) of the Company Disclosure Schedule is Letter sets forth a complete and correct accurate list of each material Company Plan. The Companies have Plan (other than any offer letter or other employment Contract that (i) is terminable “at-will” or following a notice period imposed by applicable Law, (ii) does not provide for severance, equity or equity-based compensation or retention, change of control, transaction or similar bonuses other than severance payments required to be made by the Company or any Company Subsidiaries under applicable foreign Law, and (iii) does not materially deviate from the Company’s standard form made available to Purchaser, Parent prior to the extent Agreement Date). (b) With respect to each material Company Plan (excluding for this purpose offer letters that do not materially deviate from the Company’s standard form made available to Parent prior to the Agreement Date), the Company has made available to Parent a true and correct copy of, as applicable: (i) each written Company Plan and all amendments thereto, if any, or, with respect to each Company Plan (i) the plan document and all amendments thereto (or, in the case of any unwritten Company Plan Plan, a written summary of the material terms thereof), ; (ii) the most recently disseminated current summary plan description of each Company Plan and an explanation of any material modifications thereto, if any, or any written summary provided to participants with respect to any plan modifications made after the date thereof, for which no summary plan description exists; (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received (or if applicable, advisory or opinion letter) from the IRSInternal Revenue Service or other Governmental Authority; (iv) the most recent annual report on Form 5500 or such similar report, statement or information return required to be filed with or delivered to any Governmental Authority, if any; (v) all material non-routine communications with any Governmental Authority regarding any Company Plan; (vi) the most recent nondiscrimination tests required to be performed under the Code; and (vii) all related Contracts, insurance Contracts, the most recent financial statements and actuarial or other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA Affiliatesvaluation reports prepared with respect thereto. (c) Each Neither the Company Plan complies in form and has nor any other Person that would be or, at all times any relevant time, would have been maintained and operated, in all material respects, in accordance considered a single employer with the requirements Company under the Code or ERISA has during the past six (6) years maintained, contributed to, or been required to contribute to and neither the Company nor any Company Subsidiary has any current or contingent liability or obligation under or with respect to (i) a plan subject to Title IV of all applicable LawsERISA or Code Section 412, including ERISA and any “single employer” defined benefit plan or any “multiemployer plan” each as defined in Section 4001 of ERISA, (ii) a “multiple employer plan” as defined in Section 413(c) of the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its termsor (iii) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under “qualified” within the meaning of Section 401(a) of the Code or receive any other favorable tax treatment, is so qualified and is the subject to of a favorable IRS determination letter (or, if applicable, advisory or opinion letter) from the Internal Revenue Service that has not been revoked or meets the requirements for such treatment and, to the Knowledge of the Company, no event has occurred and there are no facts or circumstances conditions exist that have affected or are likely would reasonably be expected to adversely affect the qualified status of any such Company PlanPlan or result in the imposition of any liability, penalty or Tax under ERISA, the Code or other applicable Law. None of Except as would not reasonably be expected to result in material liability to the Company Plans areor any Company Subsidiary, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (“prohibited transaction,” within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 4975 of the Code or Title IV Sections 406 and 407 of ERISA ERISA, or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) breach of the Company Disclosure Schedule, there fiduciary duty has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, occurred with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) Neither the Company nor any Company Subsidiary has any Liability for breach liability (whether or not assessed) under Sections 4980D, 4980H, 6721 or 6722 of fiduciary duty the Code. (e) Except to the extent required under Section 601 et seq. of ERISA or 4980B of the Code (or any other failure similar state or local Law) for which the covered Person bears the full cost of coverage, neither the Company or any Company Subsidiary nor any Company Plan has any present or future obligation to act provide post-employment or comply in connection post-termination welfare benefits to or make any payment to, or with the administration respect to, any Person including any former employee, officer or investment director or contractor of the assets of Company or any Company Subsidiary pursuant to any retiree medical benefit plan or other retiree welfare plan or Company Plan. No Action or Proceeding . (f) Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) each Company Plan has been established, maintained, funded, operated and administered in accordance with respect its provisions and in material compliance with all applicable provisions of ERISA, the Code and other applicable Law; (ii) all payments and contributions required to be made under the administration or the investment of the assets terms of any Company Plan have been made or the amount of such payment or contribution obligation has been reflected in the Company SEC Reports which are publicly available prior to the Agreement Date; and (other than routine iii) no disputed claims for benefits) benefits or Legal Proceeding is pendingpending or, threatened, or anticipated. To to the Knowledge of the Company, there is no basis threatened in connection with any Company Plan, other than routine claims for benefits that have been or are being handled through an administrative claims procedure. (g) Neither the Company nor any Company Subsidiary maintains any obligations to indemnify, “gross-up” or reimburse any individual in respect of any Taxes or related interest or penalties incurred by such Action individual, including under Sections 409A or Proceeding4999 of the Code or otherwise. (h) Each Company Plan subject to Section 409A of the Code (if any) has been operated and maintained in compliance in all material respects therewith, such that no Taxes or interest will be due and owing in respect of such Company Plan failing to be in compliance therewith. (i) Except as specified on set forth in Section 4.15(h4.9(i) of the Company Disclosure ScheduleLetter, neither the execution of this Agreement nor the consummation of the Transactions (alone or in conjunction with any other event, including any termination of employment on or following the Effective Time) will (i) no entitle any current or former director, officer, employee or individual independent contractor of the Company isor any of the Company Subsidiaries to any compensation or benefit, nor will be, obligated to pay separation, severance, termination or similar benefits as a result of any transaction contemplated by this Agreement, nor will any such transaction (ii) accelerate the time of payment or vesting, or increase the amounttrigger any payment or funding, of any benefit compensation or benefits or trigger any other compensation due to material obligation under any individual from Company Plan or otherwise, (iii) result in any breach or violation of, default under or limit the Company; and (ii) the transactions contemplated by this Agreement will not be the direct ’s right to amend, modify or indirect cause of any amount paid or payable by terminate any Company being classified as an excess parachute payment Plan or (iv) give rise to payments or benefits that, separately or in the aggregate, could be nondeductible to the payor under Section 280G of the Code or would result in an excise Tax on any recipient under Section 4999 of the Code. (i) Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereunder.

Employee Plans. (a) Set forth in Section 4.15(a26(a) of the Company Disclosure Schedule is a complete and correct list of each Company PlanLetter lists all material Employee Plans. The Companies have made available to PurchaserCompany has disclosed in the Data Room true, to the extent applicablecorrect and complete copies of all such material Employee Plans, with respect to each Company Plan (i) the plan document and all amendments thereto (as amended, or, in the case of any unwritten Company Plan if not readily available, a written summary thereof)description thereof together with all related documentation, (ii) the most recently disseminated including funding and investment management agreements, summary plan description and an explanation of any material plan modifications made after the date thereof, (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Codedescriptions, the most recent determination letter received from actuarial reports, financial statements, asset statements, material opinions and memoranda (whether externally or internally prepared) and material correspondence with regulatory authorities or other relevant Persons. To the IRSknowledge of the Company, no set of facts exist and (vii) all related Contractsno changes have occurred which would materially affect the information contained in the actuarial reports, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, financial statements or fundedasset statements required to be provided to the Purchaser hereby. No Company has commitments to amend any formal plan or commitment, whether legally binding or not, to create any additional Company material Employee Plan or modify or change any existing Company Planhave been made. (b) Other than the other Companies, neither the Seller nor any The Company has any ERISA Affiliates. (c) Each Company Plan complies in form and has at all times been maintained and operatedhas, in all material respects, registered and administered each material Employee Plan, and made all contributions and paid all premiums in respect of each material Employee Plan, in accordance with Law in all material respects. No fact or circumstance exists which adversely affects the requirements registered status of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company any such material Employee Plan. The requirements There are no existing, or to the knowledge of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)Company, including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law pending or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under Section 401(a) of the Code is subject to a favorable IRS determination letter, and there are no facts or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None of the Company Plans are, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan threatened claims (other than routine claims for benefits) by, on behalf of or against any Employee Plan or any trust related thereto which would reasonably be expected to result in any material liability to the Company or any of its Subsidiaries and no material audit or other proceeding by a Governmental Entity is pendingexisting, threatenedor, or anticipated. To to the Knowledge knowledge of the Company, there is no basis for any pending or threatened with respect to such Action or Proceedingmaterial Employee Plan. (hc) Except as specified on disclosed in Section 4.15(h26(c) of the Company Disclosure ScheduleLetter, no Employee Plan provides benefits or coverage in the nature of health, life or disability insurance following retirement or other termination of employment, other than coverage or benefits required to be provided by Law. (id) no No Employee Plan is a multi-unit pension plan as such term is defined under the Employment Pension Plan Act (Alberta) or any similar plan for purposes of pension standards legislation of another jurisdiction. (e) Except as set forth in Section 26(e) of the Company isDisclosure Letter, nor the entering into of this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby will be, obligated to pay separation, severance, termination or similar benefits as a result of any transaction contemplated by this Agreement, nor will any such transaction not accelerate the time of payment or vesting, or increase the amount, timing of any funding obligation under any Employee Plan or accelerate the vesting of any benefit or other compensation due to under any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G of the CodeEmployee Plan. (i) Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereunder.

Employee Plans. (a) Set forth in Section 4.15(a4.11(a) of the Company Disclosure Schedule is a sets forth an accurate and complete and correct list of all material Company Employee Benefit Plans, and for each Company Employee Benefit Plan that represents an individual agreement or arrangement, a description of the form agreement used therefor. With respect to each Company Employee Benefit Plan. The Companies have , as requested by Parent, the Company has made available to PurchaserParent a true and complete copy, to the extent applicable, with respect to each Company Plan of: (i) the plan document each writing constituting a part of such Company Employee Benefit Plan and all amendments thereto (orthereto, in the case of any unwritten Company Plan a written including all plan documents, summary thereof)plan descriptions, and material employee communications; (ii) the most recently disseminated summary plan description recent annual report on Form 5500 filed with the IRS (and an explanation of any material plan modifications made after all schedules and attachments thereto) and the date thereofmost recent actuarial valuation or similar report, (iii) the trust agreementmost recent determination, advisory or opinion letter received from the IRS regarding the tax-qualified status of such Company Employee Benefit Plan, (iv) the three (3) most recent Form 5500 Annual Reportswritten results of all required compliance testing, and (v) all material non-discrimination testing results on each Company’s 401(k) Plan for routine correspondence with any Governmental Authority in the three (3) most recent plan past two years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received from the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than Each Company Employee Benefit Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code has been the subject of a favorable and up-to-date determination, advisory or opinion letter from the Internal Revenue Service on which the Company is entitled to rely, and, to the knowledge of the Company, no event has occurred, no condition, facts or circumstances exist that would reasonably be expected to cause the loss of such qualification or the imposition of material Liability, penalty or Tax under ERISA, the Code or other Companies, neither the Seller nor any Company has any ERISA Affiliatesapplicable Law. (c) Each Company Employee Benefit Plan complies in form and has at all times been operated, established, maintained and operated, administered in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated respects in accordance with its terms.terms and with all provisions of ERISA, the Code and other applicable Laws. No event has occurred and, no condition exists with respect to any Company Employee Benefit 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). There are no pending, or to the knowledge of the Company, threatened material 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 Employee Benefit Plan or any trust related thereto, 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 Employee Benefit Plan. ​ ​ (d) All required reports and descriptions No Company Employee Benefit Plan is (includingi) subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, without limitation(ii) a “multiemployer plan” as defined in Section 3(37) of ERISA, Form 5500 Annual Reportsor (iii) a plan that has two or more contributing sponsors at least two of whom are not under common control, summary annual reportswithin the meaning of Section 4063 of ERISA. None of the Company, or any ERISA Affiliate has withdrawn at any time within the preceding six years from any multiemployer plan, or incurred any withdrawal Liability which remains unsatisfied, and summary plan descriptionsno events have occurred and no circumstances exist that could reasonably be expected to result in any such Liability to the Company. (e) have been timely filed with No Company Employee Benefit Plan provides life, health or medical benefits or insurance coverage to any individual, or to the appropriate Government Entities and distributed appropriately dependent of any individual, for any period extending beyond the termination of the individual’s employment, except to participants and beneficiaries with respect to each Company Plan. The requirements of the extent required by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation or similar provisions of state Law for which the notice and continuation individual pays for the full cost of coverage requirements, have been satisfied with respect or for a limited period of time following a termination of employment pursuant to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on existing employment, severance or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plansimilar agreement. (f) Each Company Plan that is intended to be qualified under Section 401(a) Neither the execution and delivery of this Agreement nor the consummation of the Code is subject to a favorable IRS determination letter, and there are no facts or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None of the Company Plans are, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is Transactions will (i) a defined benefit plan result in any payment becoming due, or subject increase the amount of any compensation due, to Section 412 any current or former employee of the Code or Title IV of ERISA or Company; (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined result in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any payment becoming due under any Company Employee Benefit Plan. No “fiduciary” ; (as defined in ERISA § 3(21)iii) has increase any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of benefits otherwise payable under any Company Employee Benefit Plan. No Action or Proceeding with respect to ; (iv) except as provided in Section 3.4, result in the administration or the investment acceleration of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or Proceeding. (h) Except as specified on Section 4.15(h) of the Company Disclosure Schedule, (i) no Company is, nor will be, 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 vesting, or increase the amount, vesting of any benefit compensation or other compensation due to any individual from benefits; (v) result in the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause payment of any amount paid that would, individually or payable by in combination with any Company being classified as other such payment, reasonably be expected to constitute an “excess parachute payment,” as defined in Section 280G(b)(1) of the Code; or (vi) entitle the recipient of any payment or benefit to receive a “gross up” payment for any income or other Taxes, including under Section 280G 409A or Section 4999 of the Code. (ig) Each Company Employee Benefit Plan that constitutes is a “nonqualified deferred compensation plan subject to plan” (as defined in Section 409A 409A(d)(1) of the Code (each, a “Section 409A”Code) is in documentary compliance with, and has been operated administered in compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated all applicable regulatory guidance (including, notices, rulings and proposed and final regulations) thereunder.

Employee Plans. (a) Set forth in Section 4.15(aParagraph 26(a) of the Company Disclosure Schedule is Letter sets forth a true, correct, and complete and correct list of each Company material Employee Plan. The Companies have With respect to each material Employee Plan, the Company has made available to Purchaserthe Purchasers true, to the extent correct, and complete copies of, as applicable, with respect to each Company Plan (i) the current plan document and all any amendments thereto (or, in the case of with respect to any unwritten Company Plan Employee Plan, a written summary thereof), related trust agreements, insurance contract and policies and all amendments thereto, (ii) the most recently disseminated recent summary plan description (and an explanation summaries of any material plan modifications made after the date thereofthereto) provided to participants, (iii) the trust agreementForm 5500 annual reports and financial statements for the Employee Plan for the most recently completed plan year, (iv) the three (3) most recent Form 5500 Annual Reportsdetermination letter, advisory letter, or opinion letter issued by the US Internal Revenue Service, (v) annual testing results, including non-discrimination and coverage testing results on each Company’s 401(k) Plan results, for the three (3) most recent recently completed plan years, and (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter all non-routine correspondence received from or provided to any Governmental Entity during the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Planpast three years. (b) Other than Except as would not reasonably be expected to result, individually or in the other Companiesaggregate, neither in material liability to the Seller nor Company or any Company has any ERISA Affiliates. (c) Each Company of its Subsidiaries, each Employee Plan complies in form is and has at all times been maintained and operatedestablished, registered, qualified, funded, communicated and, in all material respects, administered in accordance with Law (including applicable requirements of ERISA and the Code), the applicable Collective Agreements, and in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Employee Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Each Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under Section 401(a) of the Code is subject to so qualified and either has received a favorable IRS and currently effective determination letterletter from the US Internal Revenue Service to the effect that it is so qualified or is based on a pre-approved plan that has received an opinion or advisory letter from the US Internal Revenue Service on which it is entitled to rely. To the knowledge of the Company, and there are no facts fact or circumstances that have affected or are likely circumstance exists which could reasonably be expected to adversely affect the registered or qualified status (under Section 401(a) of such Company the Code or otherwise) of any Employee Plan. None Neither the Company, any of its Subsidiaries, nor any Company Employee or director of the Company Plans are, and no Company or any of its Subsidiaries has breached any Liability (including current or potential withdrawal Liability) fiduciary obligation with respect toto the administration or investment of any Employee Plan except as would not result in any material liability to the Company or any of its Subsidiaries. To the knowledge of the Company, a multiemployer plan within the last six (6) years, there has been no prohibited transaction (within the meaning of Section 3(37406 of ERISA or Section 4975 of the Code) with respect to any Employee Plan which would reasonably be expected to result in material liability to the Company or 4001(a)(3any of its Subsidiaries. (c) All contributions, benefits, payments, or premiums required to be made or paid by the Company or any of its Subsidiaries, as the case may be, under the terms of each Employee Plan, Collective Agreement or by Law have been made in a timely fashion in accordance with Law and in accordance with the terms of the applicable Employee Plan and Collective Agreement, except such instances which would not reasonably be expected to result, individually or in the aggregate, in material liability to the Company or any of its Subsidiaries. (d) Except as disclosed in Paragraph 26(d) of ERISA) the Company Disclosure Letter, no Employee Plan is or is intended to be a single employer “registered pension plan within the meaning of Section 4001(a)(15plan” as such term is defined in subsection 248(1) of ERISAthe Income Tax Act (Canada), and Paragraph 26(d) of the Company Disclosure Letter indicates each such Employee Plan that contains a “defined benefit provision”, as such term is defined in subsection 147.1(1) of the Income Tax Act (Canada). Except None of the Employee Plans provides for supplemental retirement income benefits. (e) Each Employee Plan that is a funded plan is funded on a going concern basis and solvency basis in accordance with Law, pursuant to the actuarial assumptions and methodology utilized in the most recent actuarial valuation report therefore, and no such Employee Plan has a deficit except in the amounts and as at the dates set forth in Paragraph 26(e) of the Company Disclosure Letter. (f) None of the Employee Plans provide for, or have an obligation to provide for, health, medical, dental, life insurance, or welfare benefits following retirement or other termination of employment to any current or former employee or other service provider or any of their respective dependents, in each case, except (i) as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA COBRA or (ii) a selfas provided during any post-insured group health plantermination severance period as set forth in, and in accordance with, the applicable Employee Plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect No Employee Plan is subject to any Company Plan. No “fiduciary” material Proceeding or inquiry initiated by any Governmental Entity (as defined in ERISA § 3(21including the US Internal Revenue Service, the US Department of Labor, and the US Pension Benefit Guaranty Corporation)) has , or to any Liability for breach of fiduciary duty material litigation or proceeding by any other failure to act employee or comply in connection with the administration or investment of the assets of beneficiary covered by any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Employee Plan (other than routine claims for benefits) is pending), threatenednor to the knowledge of the Company has any such Proceeding, inquiry, or anticipatedlitigation been threatened. To Neither the Knowledge Company nor any of its subsidiaries is or has been subject to any material excise Taxes under Chapter 43 of the Code with respect to any Employee Plan and to the knowledge of the Company, there is no basis for nothing has occurred with respect to any Employee Plan that could reasonably be expected to subject the Company or any of its Subsidiaries to any such Action or ProceedingTaxes. (h) Except None of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates maintains or contributes to or has any liability (including in respect of any contingent liability) with respect to any plan subject to Title IV or Section 302 of ERISA or Section 412 of the Code, including any “multiemployer plan” (as specified on defined in Section 4.15(h4001 of ERISA) or any “multiple employer plan” (as defined in Section 413 of the Code). Neither the Company nor any of its Subsidiaries maintains or contributes to or has any material liability with respect to any “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). During the Company Disclosure Schedulelast six (6) years, no material liability under (iA) no Company is, nor will be, obligated to pay separation, severance, termination Title IV or similar benefits Section 302 of ERISA or Sections 412 and 4971 of the Code or (B) COBRA (as a result of any transaction contemplated a failure to comply with the continuation coverage requirements of such Laws), has, in either case, been incurred by this Agreement, 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 from the Company; and (ii) the transactions contemplated by this Agreement will , its Subsidiaries or any of their respective ERISA Affiliates that has not be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G of the Codebeen satisfied in full. (i) Each Company No Employee Plan that constitutes is a nonqualified deferred compensation multi-employer pension plan subject to Section 409A of as such term is defined under the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereunderTax Act.

Employee Plans. (a) Set forth in Section 4.15(a) 4.10 of the Company Disclosure Schedule Letter sets forth all Company Employee Benefit Plans established, maintained, adopted, participated in, sponsored, contributed or required to be contributed to, or provided by, the Company or any entity with which the Company is considered a complete single employer under Section 414(b), (c) or (m) of the Code (“Company ERISA Affiliates”) and correct list of each under which the Company Plan. The Companies or any Company ERISA Affiliate would reasonably be expected to have made available to Purchaser, to the extent applicable, with any liability. (b) With respect to each Company Plan Employee Benefit Plan, the Company has made available to Parent a true, correct and complete copy of: (i) the plan document each writing constituting a part of any written Company Employee Benefit Plan and all amendments thereto (orthereto, in and all trusts or service agreements relating to the case administration and recordkeeping of any the Company Employee Benefit Plan, and written summaries of the material terms of all unwritten Company Plan a written summary thereof), Employee Benefit Plans; (ii) the three most recently disseminated recent Annual Reports (Form 5500 Series) including all applicable schedules, if any, for each Company Employee Benefit Plan that is subject to such reporting requirements; (iii) the current summary plan description and an explanation of any material modifications thereto, if any, or any written summary provided to participants with respect to any plan modifications made after the date thereof, (iii) the trust agreement, for which no summary plan description exists; (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received (or if applicable, advisory or opinion letter) from the IRSInternal Revenue Service, if any, and any pending applications for a determination or opinion letter; and (viiv) all related Contracts, insurance Contracts, and notices or other Contracts by which written correspondence given to such Company Plan is establishedEmployee Benefit Plan, operated, administeredthe Company, or funded. No any ERISA Affiliate by the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other governmental agency relating to such Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Employee Benefit Plan or modify provided to any such entity by the Company Employee Benefit Plan, the Company or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any an ERISA AffiliatesAffiliate. (c) Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under “qualified” within the meaning of Section 401(a) of the Code is has been the subject to of a favorable IRS determination letterand up-to-date (through any applicable remedial amendment period) determination, advisory or opinion letter from the Internal Revenue Service on which the Company is entitled to rely, and there are no facts or circumstances event has occurred and no condition exists that have affected or are likely would reasonably be expected to adversely affect the qualified status of any such Company Employee Benefit Plan. None All assets of a Company Employee Benefit Plan consist of cash or marketable securities. (d) The Company has (i) filed or caused to be filed all returns and reports on the Company Employee Benefit Plans arethat it and/or any such plan are required to file and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. (e) Each Company Employee Benefit Plan has been operated and no administered in all material respects in accordance with its provisions and in compliance with all provisions of ERISA, the Code and all Laws and regulations applicable to the Company Employee Benefit Plans. All contributions required to be made to any Company Employee Benefit Plan (or to any person pursuant to the terms thereof) have been made or the amount of such payment or contribution obligation has been reflected in the Company SEC Reports which are publicly available prior to the date of this Agreement. (f) Neither the Company nor any Liability (including current or potential withdrawal Liability) with respect toCompany Subsidiary has engaged in any prohibited transaction, a multiemployer plan (within the meaning of Section 3(37) 4975 of the Code or 4001(a)(3) Section 406 of ERISA) , as a fiduciary or a single employer pension plan party in interest with respect to any Company Employee Benefit Plan. To the knowledge of the Company, no prohibited transaction has occurred with respect to any Company Employee Benefit Plan. No fiduciary, within the meaning of Section 4001(a)(153(21) of ERISA. Except as required by COBRA, none of the Company Plans provide for has breached his or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, her fiduciary duty with respect to any a Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) Employee Benefit Plan or otherwise has any Liability for breach of fiduciary duty or any other failure to act or comply liability in connection with any acts taken (or failed to be taken) with respect to the administration or investment of the assets of any Company Employee Benefit Plan. . (g) No Action Company Employee Benefit Plan is subject to Title IV of ERISA or Proceeding with respect to the administration or the investment Section 412 of the assets of any Company Plan (other than routine claims for benefits) is pending, threatenedCode, or anticipated. To is a “multiemployer plan” within the Knowledge meaning of Section 3(37) of ERISA, and neither the Company, there a Company Subsidiary nor any ERISA Affiliate of the Company or a Company Subsidiary has ever sponsored, contributed to, been required to contribute to, or had any obligations or incurred any liability under any plan that is no basis for any such Action subject to Title IV of ERISA or ProceedingSection 412 of the Code, or is a “multiemployer plan” within the meaning of Section 3(37) of ERISA. (h) Except as specified on Section 4.15(h) The Company and the Company Subsidiaries have not offered to provide life, health or medical benefits or insurance coverage to any individual, or to the family members of any individual, for any period extending beyond the termination of the Company Disclosure Scheduleindividual’s employment, except to the extent required by the COBRA provisions in ERISA and the Code or similar provisions of state law. (i) no Company isNeither the execution and delivery of this Agreement nor the consummation of the Transactions, nor will be, obligated to pay separation, severance, termination alone or similar benefits in connection with any other event (such as a termination of employment) will (i) result in any payment becoming due under any Company Employee Benefit Plan, (ii) increase any benefits otherwise payable under any Company Employee Benefit Plan, or (iii) result in the acceleration of any transaction contemplated by this Agreement, nor will any such transaction accelerate the time of payment or vesting, or increase the amount, vesting of any such benefits. No benefit that is or other compensation due to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or may become payable by any Company being classified Employee Benefit Plan as a result of, or arising under, this Agreement shall constitute an “excess parachute payment payment” (as defined in Section 280G(b)(1) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. (ij) The Company and the Company Subsidiaries have no formal plan, commitment, or proposal, whether legally binding or not, and have not made a commitment to any individual to create any additional benefit plans, programs, policies or arrangements or modify or change any existing Company Employee Benefit Plan that would affect any current or former employee, director, consultant, or independent contractor, of the Company, or any beneficiary or alternate payee of such an individual. No events have occurred or are expected to occur with respect to any Company Employee Benefit Plan that would cause a material change in the cost of providing the benefits under such plan or would cause a material change in the cost of providing for other liabilities of such plan. (k) The Company has the right at any time to amend or terminate each Company Employee Benefit Plan without incurring any liability other than with respect to benefits that have already accrued under a retirement plan. (l) Each Company Employee Benefit Plan that constitutes is a “nonqualified deferred compensation plan plan” within the meaning of Section 409A(d)(1) of the Code (a “Nonqualified Deferred Compensation Plan”) subject to Section 409A of the Code (each, a “Section 409A”) is and has been operated in compliance with Section 409A of the provisions Code since January 1, 2005, based upon a good faith reasonable interpretation of (i) Section 409A of the Code and Treasury Regulations promulgated thereunder(ii)(A) the regulations issued thereunder or (B) Internal Revenue Service Notice 2005-1 (clauses (i) and (ii), together, the “409A Authorities”). No Company Employee Benefit Plan that would be a Nonqualified Deferred Compensation Plan subject to Section 409A of the Code but for the effective date provisions that are applicable to Section 409A of the Code, as set forth in Section 885(d) of the AJCA, has been “materially modified” within the meaning of Section 885(d)(2)(B) of the AJCA after October 3, 2004, based upon a good faith reasonable interpretation of the AJCA and the 409A Authorities.

Employee Plans. (ai) Set forth in Section 4.15(a) of the The Company Disclosure Schedule is Letter sets forth a complete and correct list of each Company PlanEmployee Plans. The Companies have Company has delivered or made available to Purchaserthe Purchaser complete and up-to- date copies of the Employee Plans, or written descriptions of the material terms thereof if unwritten, including to the extent applicable, with respect to each Company Plan : (i) the plan document documents (as amended) and all amendments thereto (or, in current employee booklets for the case of any unwritten Company Plan a written summary thereof)Employee Plans, (ii) trust agreements, funding agreements, insurance contracts and policies, investment management agreements, subscription and participation agreements, benefit administration contracts, financial administration contracts, record keeping and other service agreements for the Employee Plans; (iii) the most recently disseminated recent annual report and accompanying schedule; (iv) the current summary plan description and an explanation of any material plan modifications made after the date thereof, (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, thereto; (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan yearsannual financial, accountings and actuarial statements, and all reports, statements, valuations, returns and correspondence for each of the last three years which affect premiums, contributions, refunds, deficits or reserves under any Employee Plan; (vi) statements of premiums, contributions, or benefits paid by the Company for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received from the IRS, past two complete financial years and year to date; and (vii) all related Contractsmaterial communications between the Company and past or present participants in the Employee Plans, insurance Contracts, as well as between the Company and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company PlanGovernmental Entities. (bii) Other than All of the other CompaniesEmployee Plans are and have been established, registered, funded, qualified and administered in material compliance with all Laws and their terms. To the knowledge of the Company, no fact or circumstance exists which could adversely affect the registered status (if any) of any such Employee Plan, and neither the Seller Company nor any Company of its agents or delegates has breached any ERISA Affiliates. (c) Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under Section 401(a) of the Code is subject to a favorable IRS determination letter, and there are no facts or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None of the Company Plans are, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding obligation with respect to the administration or the investment of any Employee Plan. Each Employee Plan that is intended to qualify for tax-preferred or tax-exempt treatment has been registered in accordance with applicable Laws, and, to the assets knowledge of the Company, no event has occurred with respect to any such Employee Plan that could result in the revocation of the registration of such Employee Plan or which could otherwise reasonably be expected to adversely affect the tax status of such Employee Plan. (iii) Except as disclosed in the Company Disclosure Letter, all of the Employee Plans are fully funded. All benefits accrued under any Employee Plan not required to be funded by the terms of such plan or applicable Law have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, IFRS. (iv) No Employee Plan is subject to any actual or, to the knowledge of the Company, pending Action initiated by any Governmental Entity, or by any other party (other than routine claims for benefits) is pendingwhich, threatenedif adversely determined, would be reasonably expected to have, individually or anticipated. To in the Knowledge aggregate, a Company Material Adverse Effect, and, to the knowledge of the Company, there is exists no basis for state of facts which could reasonably be expected to give rise to any such Action or Proceedingaction. (hv) Except as specified on Section 4.15(hprovided in this Agreement, the execution, delivery and performance of this Agreement and the consummation of the Arrangement will not (A) result in any material payment (including, without limitation, bonus, golden parachute, retirement, severance, or other benefit or enhanced benefit) becoming due or payable to any of the Company Disclosure ScheduleEmployees (present or former), (iB) no increase the compensation or benefits otherwise payable to any Company isEmployee (present or former), nor will be, obligated to pay separation, severance, termination or similar benefits as a (C) result in the acceleration of any transaction contemplated by this Agreement, nor will any such transaction accelerate the time of payment or vesting, or increase the amount, vesting of any benefit material benefits or other compensation due entitlements otherwise available pursuant to any individual from Employee Plan (except for outstanding Company Options, and RSUs). (vi) Each Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Purchaser, the Company or any of its affiliates other than ordinary administrative expenses typically incurred in a termination event. To the knowledge of the Company; , no fact, condition or circumstance has arisen or occurred since the date of the documents provided in accordance with paragraph (r) of Schedule C of this Agreement which would materially affect the information contained therein and, in particular, and (ii) without limiting the generality of the foregoing, neither the Company nor any of its Subsidiaries has made any commitment or obligation or any representations to any employee, officer, director, independent contractor or consultant, whether or not legally binding, to materially adopt, amend, modify or terminate any Employee Plan, in connection with the consummation of the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G of the Codeotherwise. (vii) None of the Employee Plans, or any insurance contract relating thereto, require or permit a material retroactive increase in premiums or payments, or require additional material premiums or payments on termination of the Employee Plan or any insurance contact relating thereto. Nothing has been done or omitted to be done by the Company or any of its Subsidiaries which could make any policy or insurance contract void or voidable. All contracts in respect of the Employee Plans are valid and the Company or its Subsidiaries can enforce such contracts or cause such contracts to be enforced. (viii) Except as disclosed in the Company Disclosure Letter, none of the Employee Plans: (i) Each Company Plan that constitutes is a nonqualified deferred compensation plan subject to Section 409A “registered pension plan” for purposes of section 248 of the Code Tax Act or is required to be registered under federal or provincial minimum pension standards legislation in Canada; (each, ii) is a “Section 409A”salary deferral arrangement” for purposes of section 248 of the Tax Act; (iii) is a “retirement compensation arrangement” for purposes of section 248 of the Tax Act; or (iv) provide for retiree or post- employment benefits for retired or former employees, including to the beneficiaries or dependents of retired or former Company Employees, other than for a statutory, common law, civil law or contractual notice period. (ix) There exists no losses or Taxes in connection with any former employee benefit plan relating to current or former employees, directors, officers or independent contractors of the Company (or the respective spouse, beneficiaries or dependents of such individuals) that has terminated, and has all procedures for termination of each such former employee benefit plan have been operated properly followed in compliance accordance with the provisions terms of Section 409A such former employee benefit plans and applicable Law. (x) The Company has not taken any action in connection with events and/or circumstances related to COVID-19 with respect to any Employee Plan or the compensation or benefits of any employee that is not in the Ordinary Course consistent with past practice, or except as approved by an insurer in respect of insured plans. (xi) All data necessary to administer each Employee Plan is in the possession of the Code Company or an agent and Treasury Regulations promulgated thereunderis in a form which is sufficient for the proper administration of the Employee Plan in accordance with its terms and all applicable Laws and such data is complete and correct in all material respects.

Employee Plans. (a) Set forth in Section 4.15(a5.14(a) of the Company Disclosure Schedule is sets forth each material Employee Plan (other than (i) offer letters or other similar employment Contracts with employees that are terminable at-will by the Company or any ERISA Affiliate without severance or change of control pay or benefits, and do not contain any non-recurring or special bonuses or payments, in which case only the form of such offer letters or other service Contracts will be listed, or (ii) consulting agreements or other similar service Contracts with consultants that are terminable without penalty on less than thirty (30) days’ notice, in which case only forms of such consulting agreements or other service Contracts will be listed, unless any such Contract provides severance, change of control pay or benefits, or a complete and correct list of non-recurring or special bonus or payment). With respect to each Company material Employee Plan. The Companies have made available to Purchaser, to the extent applicable, with respect the Company has made available to each Company Plan the Purchaser (i) the plan document document, summary plan description and all amendments thereto (or, in the case any summary of any unwritten Company Plan a written summary thereof), material modifications or amendments; (ii) the most recently disseminated summary recent annual report on Form 5500 required to have been filed with the IRS and non-discrimination tests for the last three plan description and an explanation of any material plan modifications made after the date thereof, years; (iii) the trust agreementmost recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iv) the three (3) most recent Form 5500 Annual Reportsany related trust agreements, insurance contract or other document related to funding or payment of benefits under such Employee Plan; and (v) non-discrimination testing results on each Company’s 401(k) Plan for any notices to or from the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 IRS or any office or representative of the Code, the most recent determination letter received from the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which United States Department of Labor or any governmental agency relating to any material compliance issues in respect of any such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Employee Plan. (b) Other than The Company and each of its ERISA Affiliates in all material respects, have performed all obligations required to be performed by them under, and are in compliance with, the other Companiesrequirements prescribed by any and all applicable statutory or regulatory Laws, neither are not in material default or violation of, and the Seller nor any Company has no Knowledge of any ERISA Affiliatessuch default or violation by any other party to, any Employee Plan. (c) Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to For each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under Section 401(a) of the Code is subject to Code, the Company has obtained a favorable IRS determination letter, and/or opinion letter and there are has been no facts event, condition or circumstances that have has adversely affected or are is reasonably likely to adversely affect the such qualified status of such Company Planstatus. None of the Company Plans are, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (No “prohibited transaction,” within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 4975 of the Code or Title IV Sections 406 and 407 of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on ERISA, and not otherwise exempt under Section 4.15(g) 408 of the Company Disclosure ScheduleERISA, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, occurred with respect to any Company Employee Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty There are no Actions pending or any other failure to act or comply in connection with the administration or investment Knowledge of the assets of any Company Plan. No Action threatened or Proceeding with respect to the administration or the investment of the assets of any Company Plan reasonably anticipated (other than routine claims for benefits) is pending, threatened, against any Employee Plan or anticipatedagainst the assets of any Employee Plan. To the Knowledge None of the Company, there Company nor any of its ERISA Affiliates is no basis for subject to any such Action penalty or ProceedingTax with respect to any Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. (hd) Except Neither the Company nor any of their ERISA Affiliates maintains, contributes to, participates in, or sponsors (or has in the past six (6) years maintained, contributed to, participated in, or sponsored), or has any Liability, contingent or otherwise under any (i) defined benefit pension plan or plan subject to Section 302 of Title I of ERISA, Section 412 of the Code, or Title IV of ERISA, (ii) multiemployer plan (as specified on defined in Section 4.15(h3(37) of ERISA), (iii) multiple employer plan or to any plan described in Section 413 of the Code, (iv) “funded welfare plan” within the meaning of Section 419 of the Code, or (v) multiple employer welfare arrangement, as defined under Section 3(40)(A) of ERISA (without regard to Section 514(b)(6)(B) of ERISA). (e) Neither the Company nor any of their ERISA Affiliates has any Liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current employees or other service providers of the Company Disclosure Scheduleor any of its ERISA Affiliates, except as required to avoid excise tax under Section 4980B of the Code or except for the continuation of coverage through the end of the calendar month in which termination from employment occurs. (f) Neither the execution and delivery of this Agreement nor the consummation of the Transactions (either alone or together with any other event) or any termination of employment or service in connection therewith will (i) no entitle any employee, director, or other service provider of the Company is(whether current, nor will be, obligated former or retired) or their beneficiaries to severance pay separation, severance, termination or similar benefits as a result of any transaction contemplated by this Agreement, nor will any such transaction under an Employee Plan (ii) accelerate the time of payment or vestingvesting or trigger any payment or funding of compensation or benefits under any Employee Plan, or (iii) increase the amountamount payable or trigger any other financial obligation pursuant to an Employee Plan. No payment which is or may be made to any employee, of any benefit director or other compensation due service provider of the Company or any ERISA Affiliate (whether current, former or retired), either alone or together with any other payment, event or occurrence, will or could fail to any individual from the Company; and (ii) the transactions contemplated be deductible for federal income tax purposes by this Agreement will not be the direct or indirect cause virtue of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G of the Code or subject to an excise tax under Section 4999 of the Code. The Company has no obligation to gross up, indemnify or otherwise reimburse any current or former employee, director or other service provider of the Company or any ERISA Affiliate for any Tax incurred by such individual under Section 4999 of the Code. (ig) Each Company Employee Plan that constitutes is a “nonqualified deferred compensation plan subject to Section 409A of plan” (within the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions meaning of Section 409A of the Code Code) complies and Treasury Regulations promulgated thereunderhas at all times complied in both form and operation, with the requirements of Section 409A of the Code. The Company has no obligation to gross up, indemnify or otherwise reimburse any current or former employee, director, or other service provider of the Company for any Tax incurred by such individual under Section 409A of the Code. (h) Neither the Company nor any of its ERISA Affiliates maintains, participates in, contributes to, or sponsors (or has in the past six years maintained, contributed to, participated in, or sponsored) any International Employee Plan. (i) Neither the Company nor any ERISA Affiliate has failed to comply with Sections 601 to 608 of ERISA and Section 4980B of the Code, and the Company and each ERISA Affiliate has, for any relevant period, offered the requisite number of “full-time employees” group health coverage that is “affordable” and of “minimum value” (as such terms are defined by the employer shared responsibility provisions of the Patient Protection and Affordable Care Act).

Employee Plans. (a) Set forth in Section 4.15(a3.10(a) of the Company Disclosure Schedule is a complete and correct list of each Letter sets forth all Company Plan. The Companies have made available to Purchaser, to the extent applicable, with Employee Benefit Plans. (b) With respect to each Company Plan Employee Benefit Plan, the Company has made available to Parent a true, correct and complete copy of: (i) the plan document each written Company Employee Benefit Plan and all amendments thereto thereto, if any (or, in the case of any unwritten equity award agreements under the Stock Plans and employment or offer letters that may be terminated at will by, and without material liability to, the Company Plan or a written summary thereofCompany Subsidiary, the forms of such agreements), ; (ii) the most recently disseminated recent Annual Report (Form 5500 Series) including all applicable schedules, if any; (iii) the current summary plan description and an explanation of any material modifications thereto, if any, or any written summary provided to participants with respect to any plan modifications made after the date thereof, (iii) the trust agreement, for which no summary plan description exists; (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received (or if applicable, advisory or opinion letter) from the IRSInternal Revenue Service, if any; and (viiv) all related Contracts, insurance Contracts, and other Contracts by which material notices given to such Company Plan is establishedEmployee Benefit Plan, operated, administeredthe Company, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA AffiliatesAffiliate by the Internal Revenue Service, Department of Labor, Pension Benefit Guaranty Corporation, or other governmental agency relating to such Company Employee Benefit Plan. (c) Each Company Employee Benefit Plan complies in form and that is intended to be “qualified” within the meaning of Section 401(a) of the Code has at all times been maintained and operated, in all material respects, in accordance with the requirements subject of all applicable Laws, including ERISA and the Codea favorable determination letter (or, if applicable, advisory or opinion letter) from the Internal Revenue Service that has not been revoked (or if not determined to be so qualified, such Company Employee Benefit Plan may still be amended within the remedial amendment period to cure any qualification defect to the extent permitted by Law), and each to the Company’s Knowledge, no event has occurred and no condition exists that would reasonably be expected to adversely affect the qualified status of any such Company Plan has been maintained and operated in accordance with its termsEmployee Benefit Plan. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptionsi) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan has been operated and that is subject administered in all material respects in accordance with its provisions and in compliance with all applicable provisions of ERISA, the Code and any other applicable Laws; and (ii) all contributions required to be made to any Company Employee Benefit Plan have to the extent material been made or the amount of such requirementspayment or contribution obligation has been reflected in the Company SEC Reports which are publicly available prior to the date of this Agreement. (e) All contributions (including all employer contributions i) Neither the Company nor any Company Subsidiary has engaged in any prohibited transaction that will have a material effect on the Company and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms Company Subsidiaries, taken as a whole, within the meaning of Section 4975 of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on Code or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan Section 406 of ERISA, as a fiduciary or accrued party in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid interest with respect to each any Company Plan that is an Employee Welfare Benefit Plan; and (ii) to the Knowledge of the Company, no prohibited transaction has occurred with respect to any Company Employee Benefit Plan. (f) Each Neither the Company Plan that is intended nor any Company ERISA Affiliate has, at any time during the last six (6) years, sponsored, contributed to be qualified under or been obligated to contribute to any pension plan subject to Title IV of ERISA, any “multiemployer plan” (as defined in Section 401(a3(37) of the Code is subject to ERISA) or a favorable IRS determination letter, and there plan that has two (2) or more contributing sponsors at least two (2) of whom are no facts or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None of the Company Plans are, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan not under common control (within the meaning of Section 3(37) or 4001(a)(3) 4063 of ERISA). (g) or No Company Employee Benefit Plan that is a single employer pension welfare plan within the meaning of Section 4001(a)(153(1) of ERISA. Except ERISA provides benefits or coverage following retirement or other termination of employment other than as required by COBRA, none Part 6 of the Company Plans provide for Subtitle B of Title I of ERISA or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 4980B of the Code or Title IV under a similar state Law, claims incurred on or before the end of ERISA the month on or (ii) a self-insured group health plan. (g) Except as immediately following the termination date of any employee, or benefits in the nature of severance pay with respect to one or more of the employment contracts set forth on Section 4.15(g3.10(a) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or ProceedingLetter. (h) Except Neither the execution and delivery of this Agreement nor the consummation of the Transactions, either alone or in connection with a subsequent event, will (i) result in any material payment (including without limitation severance, unemployment compensation, bonus or otherwise) becoming due to any director, officer or employee of the Company under any Company Employee Benefit Plan or otherwise, (ii) result in a payment or benefit becoming due to any director, officer or employee of the Company under any Company Employee Benefit Plan or otherwise which will be characterized as specified on an “excess parachute payment” within the meaning of Section 4.15(h280G(b)(1) of the Company Disclosure ScheduleCode that is subject to the imposition of an excise tax under section 4999 of the Code, (iiii) no materially increase any benefits otherwise payable under any Company isEmployee Benefit Plan, nor will be, obligated to pay separation, severance, termination or similar benefits as a (iv) result in the acceleration of any transaction contemplated by this Agreement, nor will any such transaction accelerate the time of payment payment, funding or vesting, or increase the amount, vesting of any benefit or other compensation due such benefits to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G of the Codematerial extent. (i) Each Company Employee Benefit Plan that constitutes is a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) of the Code) has been operated in good faith compliance with the applicable provisions of Section 409A of the Code to the extent such plan is subject to Section 409A of the Code (eachand so as to avoid any tax, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated interest or penalty thereunder.

Employee Plans. (a) Set forth in Section 4.15(a) 3.19 of the Company Disclosure Schedule is sets forth a complete and correct list of each all material Employee Plans that cover any present or former employees or directors of the Company Planor any Company Subsidiary. The Companies have Company has made available to Purchaser, to the extent applicable, with respect to Buyer complete copies of each Company material Employee Plan (i) the plan document and all amendments thereto (orthereto, in the case of any unwritten Company Plan a written summary thereof), (ii) the most recently disseminated summary plan description and an explanation of any material plan modifications made after the date thereof, (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, together with the most recent determination letter received from the IRSannual report, and (vii) all related Contractsif applicable, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Planprepared in connection therewith. (b) Other No Employee Plan is subject to Title IV of ERISA or is a multiemployer plan (within the meaning of Section 3(37) of ERISA) and no “reportable event” (within the meaning of Section 4043 of ERISA) has occurred, other than the other Companies, neither the Seller nor any Company has any ERISA Affiliatesa “reportable event” that would not reasonably be expected to have a Material Adverse Effect. (c) Each Company Employee Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that which is intended to be qualified under Section 401(a) of the Code is subject to has received a favorable IRS determination letter, or has pending or has time remaining in which to file an application for such determination from the Internal Revenue Service, and there are no facts the Company is not aware of any reason why any such determination letter should be revoked or circumstances that have affected or are likely not be reissued. The Company has made available to affect Buyer copies of the qualified status of most recent Internal Revenue Service determination letters with respect to each such Company Employee Plan. None Each Employee Plan has been maintained in material compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such Employee Plan. No material events have occurred with respect to any Employee Plan that could result in payment or assessment by or against the Company of any material liability under the Code. (d) Neither the Company nor any Company Subsidiary has any current or projected liability in respect of post-employment or retirement health or life insurance benefits for former or current employees of the Company Plans areor any Company Subsidiary, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except except as required by COBRA, none to avoid excise tax under Section 4980B of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health planCode. (ge) Except as set forth on Section 4.15(g) 3.19 of the Company Disclosure Schedule, there has been no “prohibited transaction” Schedule discloses each (as defined in ERISA § 406 i) agreement with any officer or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or Proceeding. (h) Except as specified on Section 4.15(h) employee of the Company Disclosure Schedule(A) the benefits of which are contingent, (i) no or the terms of which are altered, upon the occurrence of a transaction involving the Company is, nor will be, obligated to pay separation, severance, termination or similar benefits as a result of the nature of any transaction of the transactions contemplated by this Agreement, nor will (B) providing any such transaction accelerate the time term of payment employment or vesting, compensation guarantee or increase the amount, of any benefit (C) providing severance benefits or other compensation due to any individual from benefits after the Companytermination of employment of such officer or employee; and (ii) agreement, plan or arrangement under which any person may receive payments from the transactions contemplated Company that may be subject to the tax imposed by this Agreement will not be Section 4999 of the direct Code or indirect cause included in the determination of any amount paid or payable by any Company being classified as an excess such person’s “parachute payment payment” under Section 280G of the Code; and (iii) agreement or plan binding the Company, including any option plan, unit appreciation right plan, restricted unit plan, unit purchase plan, severance benefit plan or Employee Plan, any of the benefits of which will be increased, or the vesting of the 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 this Agreement. (f) Each Employee Plan that is a “welfare plan” (within the meaning of Section 3(1) of ERISA) is amendable and terminable unilaterally by the Company at any time without liability or expense to the Company or such Employee Plan as a result thereof (other than for benefits accrued to the date of termination or amendment and reasonable administrative expenses relating thereto). (g) (i) Each Company each Employee Plan that constitutes is a “nonqualified deferred compensation plan subject to plan” (as defined in Code Section 409A of the Code (each, a “Section 409A”409A(d)(1)) is and has been operated since January 1, 2005 in good faith compliance with the provisions of Code Section 409A and IRS Notice 2005-1, (ii) no Employee Plan that is a “nonqualified deferred compensation plan” has been materially modified (as determined under Notice 2005-1) after October 3, 2004, (iii) no event has occurred that would be treated by Code Section 409A(b) as a transfer of property for purposes of Code Section 83, and (iv) no stock option or equity unit option granted under any Employee Plan has an exercise price that has been or may be less than the fair market value of the Code and Treasury Regulations promulgated thereunderunderlying stock or equity units (as the case may be) as of the date such option was granted or has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option.

Employee Plans. (a) Set forth in Section 4.15(a5.11(a) of the Company Disclosure Schedule is a Letter sets forth an accurate and complete and correct list of all material Company Employee Benefit Plans. (b) With respect to each material Company Employee Benefit Plan. The Companies have , the Company has made available to Purchaser, to the extent applicable, with respect to each Company Plan Parent an accurate and complete copy of: (i) the each plan document document, including all amendments thereto, and all amendments thereto (or, in the case of any unwritten Company Plan a written summary thereof), related trusts; (ii) the most recently disseminated current summary plan description and an explanation of description, including any material plan modifications made after the date thereof, modifications; (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received (or if applicable, advisory or opinion letter) from the IRSInternal Revenue Service, if any, and any pending applications for a determination or opinion letter; and (viiiv) all related Contracts, insurance Contracts, and notices or other Contracts by which non-routine written correspondence regarding such Company Employee Benefit Plan is establishedbetween a plan fiduciary, operated, administeredthe Company, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA AffiliatesAffiliate and the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other Governmental Authority. (c) Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under “qualified” within the meaning of Section 401(a) of the Code is has been the subject to of a favorable IRS determination letterand up-to-date determination, advisory or opinion letter from the Internal Revenue Service on which the Company is entitled to rely, and there are no event has occurred, no condition, facts or circumstances exist that have affected or are likely would reasonably be expected to affect cause the qualified status loss of such Company Planqualification or the imposition of material liability, penalty or Tax under ERISA, the Code or other applicable Law. None All assets of the Company Employee Benefit Plans areconsist of cash or actively traded securities. (d) Each Company Employee Benefit Plan has been operated, established, maintained and no administered in all material respects in accordance with its terms and with all provisions of ERISA, the Code and other applicable Laws. (e) The Company has not engaged in any Liability (including current or potential withdrawal Liability) with respect tonon-exempt prohibited transaction, a multiemployer plan (within the meaning of Section 3(37) 4975 of the Code or 4001(a)(3) Section 406 of ERISA) or a single employer pension plan , and, to the knowledge of the Company, no such prohibited transaction has occurred with respect to any Company Employee Benefit Plan. No fiduciary, within the meaning of Section 4001(a)(153(21) of ERISA. Except as required by COBRA, none of the Company Plans provide for has breached his or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, her fiduciary duty with respect to any a Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) Employee Benefit Plan or otherwise has any Liability for breach of fiduciary duty or any other failure to act or comply liability in connection with any acts taken (or failed to be taken) with respect to the administration or investment of the assets of any Company Employee Benefit Plan. (f) No Company Employee Benefit Plan is (i) subject to Title IV of ERISA or Section 412 of the Code, (ii) a “multiemployer plan” within the meaning of Section 3(37) of ERISA, (iii) a “multiple employer plan” within the meaning of Section 4063 or 4064 of ERISA, (iv) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA) or (v) any health or other welfare arrangement that is self-insured, and neither the Company nor any ERISA Affiliate of the Company has ever sponsored, maintained, contributed to, been required to contribute to, or had any obligations or incurred any liability under any plan described in the foregoing clauses (i) through (v). No Action Company Employee Benefit Plan is or Proceeding with respect has ever been, or currently funds or has ever been funded by, a “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code or other funding arrangement for the provision of welfare benefits. (g) The Company does not offer, nor does the Company have any liability or obligation to provide, life, health or medical benefits or insurance coverage to any individual, or to the administration or dependent of any individual, for any period extending beyond the investment termination of the assets individual’s employment, except to the extent required by the Consolidated Omnibus Budget Reconciliation Act of any Company Plan (other than routine claims 1985 or similar provisions of state Law for benefits) is pending, threatened, or anticipated. To which the Knowledge individual pays for the full cost of the Company, there is no basis for any such Action or Proceedingcoverage. (h) Except as specified on Section 4.15(h) Neither the execution and delivery of this Agreement nor the consummation of the Company Disclosure ScheduleTransactions, alone or in combination with any other event (such as a termination of employment), will (i) no Company isresult in any payment becoming due, nor will be, obligated to pay separation, severance, termination or similar benefits as a result increase the amount of any transaction contemplated by this Agreementcompensation due, nor will to any such transaction accelerate current or former employee or other service provider of the Company, (ii) result in any payment becoming due under any Company Employee Benefit Plan, (iii) increase any benefits otherwise payable under any Company Employee Benefit Plan, (iv) except as provided in Section 4.4, result in the acceleration of the time of payment or vesting, or increase the amount, vesting of any benefit compensation or other compensation due to any individual from benefits, (v) result in the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause payment of any amount paid that would, individually or payable by in combination with any other such payment, constitute an “excess parachute payment,” as defined in Section 280G(b)(1) of the Code, (vi) result in the triggering or imposition of any restrictions or limitations on the rights of the Company to amend or terminate any Company being classified as an excess parachute Employee Benefit Plan or (vii) entitle the recipient of any payment or benefit to receive a “gross up” payment for any income or other Taxes, including under Section 280G 409A or Section 4999 of the Code. (i) All Company Stock Options have been granted in accordance with the terms of the applicable Stock Plan. Each Company Plan Stock Option has an exercise price that constitutes a nonqualified deferred compensation plan subject to is no less than the fair market value of the underlying Company Common Stock on the date of grant, as determined in accordance with Section 409A of the Code (eachCode, a “Section 409A”) and is and has been operated in compliance with the provisions of otherwise exempt from Section 409A of the Code. Each Company Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies. The Company has made available to Parent, accurate and Treasury Regulations promulgated thereundercomplete copies of (i) each Stock Plan, (ii) the forms of standard award agreement under the Stock Plans, (iii) copies of any award agreements that materially deviate from such forms and (iv) a list of all outstanding equity and equity-based awards granted under any Stock Plan, together with the material terms thereof (including but not limited to grant date, exercise price, vesting terms, form of award, expiration date, and number of shares underlying such award). The treatment of the Company Stock Options under this Agreement does not violate the terms of the Stock Plans or any Contract governing the terms of such awards and will not cause adverse tax consequences under Section 409A of the Code. (j) At all times, the ESPP has qualified as an “employee stock purchase plan” under Section 423 of the Code, and all options to purchase shares under the ESPP (now outstanding or previously exercised or forfeited) have satisfied applicable Law, including the requirements of Section 423 of the Code.

Employee Plans. (a) Set forth in Section 4.15(aSchedule 3.10(a) of the Company Disclosure Schedule is a complete and correct list of each Company Plan. The Companies have made available to Purchaser, to the extent applicable, with respect to each Company Plan (i) the plan document and lists all amendments thereto (or, in the case of any unwritten Company Plan a written summary thereof), (ii) the most recently disseminated summary plan description and an explanation of any material plan modifications made after the date thereof, (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received from the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company PlanEmployee Benefit Plans. (b) Other than No Employee Benefit Plan is, or has been within the six (6) years immediately preceding the date of this Agreement (i) a Multiemployer Plan or (ii) any other Companiesplan that is subject to Title IV of ERISA. During the six (6) years immediately preceding the date of this Agreement, neither the Seller no Group Company nor any Company ERISA Affiliate has (i) sponsored, participated in, contributed to, or had any liability with respect to any pension plan (as defined in Section 3(2) of ERISA) which is subject to Title IV of ERISA Affiliatesor Section 412 of the Code or (ii) incurred or, to the Company’s knowledge, reasonably expects to incur any liability pursuant to Title IV of ERISA. (c) Each Company Except as set forth on Schedule 3.10(c), each Employee Benefit Plan complies has been established, maintained, administered and funded, in form and has at all times been maintained and operatedoperation, in compliance in all material respects, in accordance respects with the applicable requirements of all ERISA, the Code and any other applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Planlaws. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Each Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under Section 401(a) of the Code is subject to has received a favorable IRS determination letterletter from the Internal Revenue Service or is the subject of a favorable opinion letter from the Internal Revenue Service and, and to the Company’s knowledge, there are no facts or circumstances that have affected or are would be reasonably likely to adversely affect the qualified status of any such Company Employee Benefit Plan. None All contributions and premium payments required to have been made by any Group Company with respect to any plan to which contributions are mandated by a Governmental Entity have been timely made. There are no pending or, to the Company’s knowledge, threatened, material actions against any Employee Benefit Plan by any employee or any beneficiary covered under any such Employee Benefit Plan (other than routine claims for benefits). No Employee Benefit Plan is under audit or, to the Company’s knowledge, is the subject of an investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Entity, nor, to the Company’s knowledge, is any such audit or investigation pending or threatened. (d) No Group Company has engaged in any prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Company Plans are, and no Company has any Liability (including current or potential withdrawal LiabilityCode) with respect to, a multiemployer plan to any Employee Benefit Plan that would be reasonably likely to subject any Group Company to any material Tax or penalty (within civil or otherwise) imposed by ERISA or the meaning of Section 3(37Code. (e) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRAset forth on Schedule 3.10(e), none of the Company Plans provide for no Employee Benefit Plan promises or promise provides retiree medical, disability, health or life insurance benefits. No Company Plan is or other retiree welfare benefits to any Person, except (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA as may be required by COBRA or (ii) a self-insured group health planbenefits through the end of the month of termination or service. (f) With respect to each Employee Benefit Plan, the Company has made available to Buyer true and complete copies, to the extent applicable, of (i) the current plan and the most recent summary plan description provided to participants, (ii) any related trust agreements or other funding instruments, (iii) the most recent annual report on Form 5500 and attached schedules, (iv) the Latest Audited Financial Statements and actuarial valuation reports and (v) the most recent Internal Revenue Service determination letter. (g) Except as set forth on Section 4.15(g) Schedule 3.10(g), the execution and delivery of this Agreement and the consummation of the Company Disclosure Schedule, there has been no “prohibited transaction” Transaction (as defined in ERISA § 406 whether alone or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with another event(s), including a subsequent termination of any employee, officer, director or other service provider to any Group Company) will not (i) give rise to any payment under any Employee Benefit Plan; (ii) accelerate the administration time of payment, funding or investment vesting or increase the amount of compensation or benefits due to any current or former employee, officer, director or service provider to, any of the assets Group Companies; or (iii) limit or restrict the right of Buyer or any Group Company Plan. No Action to merge, amend or Proceeding with respect to the administration or the investment terminate any of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or ProceedingEmployee Benefit Plans. (h) Except as specified on Section 4.15(h) No Group Company has any obligation to gross-up, indemnify or otherwise reimburse any of the Company Disclosure Scheduletheir respective employees or consultants for any Taxes incurred by such Person, (i) no Company is, nor will be, obligated to pay separation, severance, termination or similar benefits as a result of including any transaction contemplated by this Agreement, 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 from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment Taxes incurred under Section 280G 409A or 4999 of the Code, or any interest or penalty related thereto. (i) Each Company Employee Benefit Plan that constitutes a nonqualified deferred compensation plan is subject to Section 409A of the Code and applicable guidance (each, a “Section 409A”if any) is and has been operated and maintained in all material respects in operational and documentary compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereunderall applicable regulatory guidance (including proposed and final regulations, notices and rulings) thereunder during the respective time periods in which such operational or documentary compliance has been required.

Employee Plans. (ai) Set forth in Section 4.15(a) of the The Company Disclosure Schedule is a complete and correct list of each Company Plan. The Companies have has made available to Purchaserthe Parent true, to the extent applicable, with respect to each Company Plan (i) the plan document complete and up-to-date copies of all Employee Plans and any amendments thereto (or, in the case of any unwritten Company Plan a written summary thereof), thereto. (ii) All of the most recently disseminated summary plan description Employee Plans are and an explanation have been established, registered, qualified and administered in all material respects; (A) in accordance with all applicable Laws and in accordance with their terms; (B) the terms of the material documents that support such Employee Plans and; (C) the terms of agreements between the Company and its Subsidiary and Company Employees (present and former) who are members of, or beneficiaries under, the Employee Plans. To the knowledge of the Company, no fact or circumstance exists which could adversely affect the registered status of any material plan modifications made after the date thereof, (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received from the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Employee Plan. (biii) Other than All contributions, premiums, Taxes and other amounts required to be made or paid by the other Companies, neither Company by applicable Laws or under the Seller nor any Company has any ERISA Affiliates. (c) Each Company terms of each Employee Plan complies have been made in form a timely fashion in accordance in all material respects with applicable Laws and has at all times been maintained and operatedthe terms of the applicable Employee Plan. The costs of funding the Employee Plans are, in all material respects, reflected in either (i) the Company’s financial statements included in the Company Filings, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under Section 401(a) of the Code is subject to a favorable IRS determination letter, and there are no facts or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None of the Company Plans are, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA GAAP or (ii) a self-insured group health planthe recent actuarial reports, annual information reports, investment reports or financial statements prepared in accordance with applicable Law in respect of any Employee Plan, as applicable and made available to the Parent. (giv) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect No Employee Plan is subject to any Company Plan. No “fiduciary” action, claim (as defined in ERISA § 3(21)including claims for Taxes, interest, penalties or fines) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of proceeding initiated by any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan Person (other than routine claims for benefits) is pendingor, threatenedto the knowledge of the Company, any pending investigation, examination, action claim or anticipatedproceeding, which, if adversely determined, would be reasonably expected to have, a material and adverse effect on the Company and its Subsidiary. To the Knowledge knowledge of the Company, there is exists no basis for state of facts which could reasonably be expected to give rise to any such Action investigation, examination, action, claim or Proceedingother proceeding. (hv) Except as specified on provided in Section 4.15(h3.01(v) of the Company Disclosure ScheduleLetter, the execution, delivery and performance of this Agreement and the consummation of the Arrangement will not: (iA) no Company isresult in any material payment (including bonus, nor will begolden parachutes, obligated to pay separationretirement, severance, termination unemployment compensation or similar other benefit or enhanced benefit) becoming due or payable to any of the Company Employees (present or former); (B) materially increase the compensation or benefits as a otherwise payable to any Company Employee (present or former); or (C) result in the acceleration of any transaction contemplated by this Agreement, nor will any such transaction accelerate the time of payment or vesting, or increase the amount, vesting of any benefit material benefits or other compensation due entitlements otherwise available pursuant to any individual from the Company; and Employee Plan (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by any except for outstanding Company being classified as an excess parachute payment under Section 280G of the CodeOptions). (ivi) Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Except as disclosed in Section 409A 3.01(v)(vi) of the Code (eachCompany Disclosure Letter or as required by applicable Law, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A none of the Code and Treasury Regulations promulgated thereunderEmployee Plans (other than registered or other pension plans) provide for retiree or post-termination benefits or for benefits to retired or terminated employees or to the beneficiaries or dependants of retired or terminated employees.

Employee Plans. (a) Set forth in Section 4.15(a3.9(a) of the Company Disclosure Schedule is Schedules sets forth a true, correct and complete and correct list of each material Company Plan. The Companies Plan (other than (i) any offer letter or other employment Contract that is terminable “at-will” or following a notice period imposed by applicable Law and does not provide for any equity awards that have not yet been issued or any severance, retention, change of control, transaction or similar bonuses (other than severance payments required to be made by the Company or any Company Subsidiaries under applicable foreign Law), (ii) any individual consulting services Contract that is terminable upon thirty (30) days’ notice or less or (iii) any individual equity award grant notice or award agreement on the Company’s standard forms of equity award grant notice and agreement in the forms made available to Purchaser, to the extent applicable, with Parent). (b) With respect to each Company Plan set forth on Section 3.9(a) of the Company Disclosure Schedules, the Company has made available to Parent a true and correct copy of, as applicable: (i) the plan each written Company Plan document and all amendments thereto (thereto, if any, or, in the case of with respect to any unwritten Company Plan Plan, a written summary of the material terms thereof), ; (ii) the most recently disseminated current summary plan description of each Company Employee Benefit Plan and an explanation of any material modifications thereto, if any, or any written summary provided to participants with respect to any plan modifications made after the date thereof, for which no summary plan description exists; (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received (or if applicable, advisory or opinion letter) from the IRSInternal Revenue Service or other Governmental Authority; (iv) the most recent annual report on Form 5500 or such similar report, and statement or information return required to be filed with or delivered to any Governmental Authority, if any; (viiv) all related Contractsnon-routine correspondence and material notices given to the administrator of such Company Employee Benefit Plan, insurance Contractsthe Company, and any of the Company Subsidiaries or any Company ERISA Affiliate by the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other Contracts by which Governmental Authority with respect to such Company Plan is established, operated, administered, within the past three (3) years; and (vi) the most recent financial statements and actuarial or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA Affiliatesvaluation reports prepared with respect thereto. (c) Each Company Employee Benefit Plan complies in form and that is intended to be “qualified” within the meaning of Section 401(a) of the Code has at all times been maintained and operated, in all material respects, in accordance with the requirements subject of all applicable Laws, including ERISA and the Codea favorable determination letter (or, if applicable, advisory or opinion letter) from the Internal Revenue Service that has not been revoked or meets the requirements for such treatment and each no event has occurred and no condition exists that would reasonably be expected to materially and adversely affect the qualified status of any such Company Employee Benefit Plan has been maintained and operated or result in accordance with its termsthe imposition of any material liability, penalty or Tax under ERISA or the Code. (d) All Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) each Company Employee Benefit Plan is and has been established, maintained, funded and administered in accordance with its provisions and in compliance with all applicable provisions of ERISA and the Code; (ii) all payments and contributions required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) to be made under the terms of any Company Plan have been timely filed with made or properly accrued, or the appropriate Government Entities and distributed appropriately amount of such payment or contribution obligation has been reflected in the Company SEC Reports which are publicly available prior to participants and beneficiaries with respect to each the Agreement Date; (iii) neither the Company Plan. The requirements nor any of the Consolidated Omnibus Budget Reconciliation Act Company Subsidiaries has incurred (whether or not assessed) or is reasonably expected to incur any Tax or penalty under Sections 4980B, 4980D, 4980H, 6721 or 6722 of 1985 the Code; and (“COBRA”)iv) there is no pending or threatened claim, including without limitation the notice and continuation action or other dispute on behalf of coverage requirements, have been satisfied with respect or relating to each a Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements(other than routine claims for benefits). (e) All contributions With respect to each Company Employee Benefit Plan that is subject to the Laws of a jurisdiction other than the United States (including whether or not United States Law also applies) (a “Non-U.S. Plan”), in each case, except as would not reasonably be expected to have a Company Material Adverse Effect, (i) all employer contributions and employee salary reduction contributions) that are contributions to each Non-U.S. Plan required to have been made by applicable Law or by the terms of the applicable plan such Non-U.S. Plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or made, or, if applicable, accrued in accordance with the past custom normal accounting practices, (ii) each Non-U.S. Plan required to be registered has been registered and practice of the Companies. All premiums has been maintained in good standing with applicable Governmental Authorities, (iii) no Non-U.S. Plan is a “defined benefit plan” (as defined in ERISA, whether or other payments for all periods ending on not subject to ERISA), and (iv) there are no unfunded or before the Closing Date have been timely paid underfunded liabilities with respect to each Company Plan that is an Employee Welfare Benefit any Non-U.S. Plan. (f) Each No Company Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code is subject to a favorable IRS determination letteris, and there are no facts or circumstances that have affected or are likely to affect neither the qualified status of such Company Plan. None nor any of the Company Plans areSubsidiaries maintain, and no Company has sponsor, contribute to, have any Liability (including obligation to contribute to, or otherwise have any current or potential withdrawal Liability) contingent liability or obligation under or with respect to, a to any: (i) “multiemployer plan plan” (within the meaning of as defined in Section 3(37) or 4001(a)(3) of ERISA) or a single employer any “employee pension plan within the meaning of benefit plan” (as defined in Section 4001(a)(153(2) of ERISA. Except as required by COBRA, none of the Company Plans provide for ) that is or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or was subject to Section 412 of the Code or Title IV of ERISA or ERISA; (ii) a self“multiple employer plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code; (iii) “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA; (iv) “defined benefit plan” (as defined in Section 3(35) of ERISA, whether or not subject thereto); or (v) plan or arrangement that provides post-insured group employment, post-ownership, or post-service health planor other welfare benefits except as required by Section 4980B of the Code (and for which the beneficiary pays the full premium cost of coverage). (g) Except as set forth on Section 4.15(gNeither the execution and delivery of this Agreement nor the consummation of the transactions could (whether alone or in combination with any other event), (i) result in, or cause the accelerated vesting, payment, or increase the value of, any compensatory payment or benefit to any current or former director, officer, employee, or individual independent contractor of the Company Disclosure Scheduleor its Subsidiaries, there has been no “prohibited transaction” (as defined in ERISA § 406 ii) require a contribution or Code § 4975) and no “reportable event” (within funding by the meaning Company or any of ERISA § 4043) has occurred, with respect its Subsidiaries to a Company Plan or the transfer or setting aside of assets to fund any benefits under an Company Plan. No “fiduciary” , (as defined in ERISA § 3(21)iii) has any Liability for breach of fiduciary duty limit or any other failure restrict the right to act merge, amend, terminate or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of transfer the assets of any Company Plan (other than routine claims for benefits) is pending, threatenedfollowing the Effective Time, or anticipated. To the Knowledge of the Company, there is no basis for (iv) result in any such Action or Proceeding. (h) Except as specified on Section 4.15(h) of the Company Disclosure Schedule, (i) no Company is, nor will be, 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 vesting, or increase the amount, of any benefit or other compensation due to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by any Company being classified as that would constitute an “excess parachute payment under payment” within the meaning of Section 280G of the Code. (ih) Each Company Plan that constitutes in any part a nonqualified deferred compensation plan subject to Section 409A of within the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions meaning of Section 409A of the Code has been operated and Treasury Regulations promulgated maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (i) No Company Plan provides for a “gross-up” or similar payment in respect of any Taxes that may become payable, including those imposed under Sections 409A or 4999 of the Code.

Employee Plans. (a) Set forth in Section 4.15(a3.9(a) of the Company Disclosure Schedule is a complete Letter sets forth all material Company Employee Benefit Plans and correct list of each material Company Plan. The Companies have made available to PurchaserEmployee Agreements (collectively, to the extent applicable, with “Company Plans”). (b) With respect to each Company Plan Plan, the Company has made available to Parent a true, correct and complete copy of: (i) the plan document each written Company Plan and all amendments thereto (orthereto, in the case of any unwritten Company Plan a written summary thereof), if any; (ii) the most recently disseminated recent Annual Report (Form 5500 Series) including all applicable schedules, if any; (iii) the current summary plan description and an explanation of any material modifications thereto, if any, or any written summary provided to participants with respect to any plan modifications made after for which no summary plan description exists; (iv) the date thereofmost recent determination letter (or if applicable, advisory or opinion letter) from the IRS, if any; and (iiiv) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended insurance contract or funding agreements relating to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received from the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA Affiliates. (c) Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under “qualified” within the meaning of Section 401(a) of the Code is has been the subject to of a favorable determination letter (or, if applicable, advisory or opinion letter) from the IRS determination letterthat has not been revoked, and there are to the Knowledge of the Company, no facts or circumstances event has occurred and no condition exists that have affected or are likely would reasonably be expected to materially adversely affect the qualified status of any such Company Employee Benefit Plan or result in the imposition of any material liability, penalty or tax under ERISA or the Code in respect of a Company Employee Benefit Plan. None of the Company Plans are, and no Company has any Liability . (including current or potential withdrawal Liabilityd) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRAhas not resulted in any material liability under ERISA or the Code, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined each Company Employee Benefit Plan has been operated and administered in all material respects in accordance with its provisions and in compliance with all applicable provisions of ERISA and the Code; and (ii) all payments and contributions required to be made under the terms of any Company Employee Benefit Plan have been made or the amount of such payment or contribution obligation has been reflected in the Available Company SEC Documents which are publicly available prior to the Agreement Date. (e) Neither the Company, any Company Subsidiary nor any Company ERISA Affiliate has in the preceding six (6) years maintained, participated in or contributed to (or been obligated to contribute to), or can reasonably expect to have future liability with respect to (i) any employee pension benefit plan or that is subject to Title IV of ERISA or Section 412 of the Code or Title IV (ii) a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA). No Company Plan provides for post-retirement or other post-employment welfare benefits (other than health care continuation coverage as required by Section 4980B of the Code or ERISA or coverage through the end of the calendar month in which a termination of employment occurs). (f) Except (x) as set forth in Section 3.9(f) of the Company Disclosure Letter, (y) as provided in Section 2.6 of this Agreement, or (z) for payments that are expressly permitted under Sections 5.2(b)(ii) or (b)(xi) of this Agreement or of the corresponding sections of the Company Disclosure Letter, neither the execution of this Agreement nor the consummation of the Merger will, either alone or in combination with another event, whether contingent or otherwise: (i) result in any payment (whether of bonus, change in control, retention, severance pay or otherwise); or (ii) a self-insured group health plancreate any limitation or restriction on the right of the Company or any Company Subsidiary to merge, amend or terminate any Company Plan. (g) Except as set forth on Section 4.15(g3.9(g) of the Company Disclosure ScheduleLetter, there has been no amount payable to any current or former employee of the Company or any Company Subsidiary as a result of the execution and delivery of this Agreement or the consummation of the Merger (either alone or in combination with any other event) would be an “prohibited transactionexcess parachute payment” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment Section 280G of the assets of any Company Plan. No Action Code or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or Proceeding. (h) Except as specified on Section 4.15(h) of the Company Disclosure Schedule, (i) no Company is, nor will be, 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 vesting, or increase the amount, of any benefit or other compensation due to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not would be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment nondeductible under Section 280G of the Code. (i) Each . No Company Plan provides for a “gross-up” or similar payment in respect of any Taxes that constitutes a nonqualified deferred compensation plan subject to Section may become payable under Sections 409A or 4999 of the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereunderCode.

Employee Plans. (a) Set forth in Section 4.15(a) None of the Company Disclosure Schedule is a complete and correct list of each Company Plan. The Group Companies have made available to Purchaser, to the extent applicable, with respect to each Company Plan (i) the plan document and all amendments thereto (or, in the case of any unwritten Company Plan a written summary thereof), (ii) the most recently disseminated summary plan description and an explanation of any material plan modifications made after the date thereof, (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reportsarrangement, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan yearscommitment or obligation, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Codewhether formal or informal, the most recent determination letter received from the IRS, whether written or unwritten and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or continue, modify or change amend any existing Company Benefit Plan, except for amendments required by applicable Law with respect to which the amendment deadline has not yet lapsed. (b) Other than With respect to each Company Benefit Plan, the other Companies, neither the Seller nor any Company has provided SPAC with a current, true and complete copy (or, if such Company Benefit Plan is not in writing, an accurate summary of the material terms) thereof (including all amendments thereto) and, to the extent applicable: (i) the most recent summary plan description, and all summaries of material modifications related thereto, distributed with respect to such Company Benefit Plan; (ii) all Contracts related to such Company Benefit Plan, including all trust agreements, insurance Contracts, annuity Contracts and service provider agreements; (iii) the most recent Form 5500 (including all schedules and other attachments thereto); (iv) all nonroutine notices and correspondence since December 31, 2018 to or from any ERISA AffiliatesGovernmental Entity (including social security authorities) relating to such Company Benefit Plan; and (v) all nondiscrimination, top-heavy and Code Section 415 and other year-end compliance tests performed with respect to such Company Benefit Plan for the three most recently completed plan years. (c) Each With respect to each Company Benefit Plan: (i) such Company Benefit Plan complies in form has been established, maintained, administered, operated and has at all times been maintained and operated, funded in all material respects, respects in accordance with the its terms and in compliance with all applicable requirements of all applicable Laws, including ERISA ERISA, the Code (and the Code, if applicableregulations and rulings issued thereunder) and the ACPA, and each Group Company has properly performed in all material respects all of its duties and obligations under or with respect to such Company Benefit Plan; (ii) no Group Company, no ERISA Affiliate and no other Person has breached any fiduciary duty imposed upon it by ERISA or any other Law (including the ACPA); (iii) except as could not result, individually or in the aggregate, in a material liability to any Group Company, no prohibited transaction within the meaning of Section 406 or 407 of ERISA or Section 4975 of the Code (and not otherwise exempt under Section 408 of ERISA and Section 4975(c)(2) or 4975(d) of the Code) has occurred; (iv) except as could not result, individually or in the aggregate, in a material Liability to any Group Company all contributions, premiums and other payments due or required to have been paid to (or with respect to) such Company Benefit Plan has on or before the Closing have been maintained and operated timely paid in accordance with its terms. (d) All required reports the terms of such Company Benefit Plan and descriptions (includingapplicable Law or, without limitationif not due until after the Closing Date, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed properly accrued to the extent required in connection with the appropriate Government Entities preparation of the Company’s financial statements; and distributed appropriately to participants and beneficiaries with (v) no Group Company has incurred (whether or not assessed), any material penalty, Tax, fine, Lien or Liability under ERISA, the Code or any other Law. No Group Company has incurred (whether or not assessed) any assessable payment, penalty, Tax or Liability under Section 4980B, 4980D, 4980H, 5000, 6721 or 6721 of the Code or any other Law. With respect to each plan or arrangement that would be a Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and but for the fact that such plan or arrangement is subject maintained or sponsored by a Governmental Entity, except as could not result, individually or in the aggregate, in a material Liability to such requirements. (e) All any Group Company, all contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms on behalf of the applicable Group Companies with respect to such plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending or arrangement on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid made or, if not due until after the Closing Date, have been properly accrued to the extent required in connection with respect to each Company Plan that is an Employee Welfare Benefit Planthe preparation of the Company’s financial statements. (fd) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and its related trust is exempt from taxation under Section 501(a) of the Code. Each such Company Benefit Plan is the subject of a current, unrevoked favorable determination letter from the IRS (or, in the case of a prototype, volume submitter or other pre-approved plan, is the subject of a current, unrevoked favorable opinion or advisory letter issued by the IRS to a favorable the sponsor of such prototype or volume submitter plan and upon which the Group Companies and such Company Benefit Plan are entitled, under applicable IRS determination letterguidance, to rely) as to such Company Benefit Plan’s qualified status under the Code. To the Company’s knowledge, nothing has occurred (or failed to occur), and there are no facts or circumstances exist, that have affected or are likely to could adversely affect the qualified status of any such Company Plan. None Benefit Plan or the exempt status of the its related trust. (e) No Group Company Plans areor ERISA Affiliate has ever maintained, and no Company sponsored, participated in or contributed to (or been obligated to maintain, sponsor, participate in or contribute to), or has (or could have) any current or future Liability (including current or potential withdrawal any contingent Liability) under or with respect to: (i) any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is or, a at any time, was subject to Section 302 or 303 of ERISA, Title IV of ERISA or Section 412 or 430 of the Code; (ii) any “multiemployer plan” as defined in Section 3(37) of ERISA; (iii) any multiple employer plan within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code; or (iv) any “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. (f) No Group Company or Company Benefit Plan provides (or contributes toward the cost of) or has any obligation or agreement to provide (or contribute toward the cost of), life insurance, medical or other welfare benefits (within the meaning of Section 3(37) or 4001(a)(33(1) of ERISA) to any current or former owner, director, manager, officer, employee, consultant, independent contractor or service provider of or to the Group Companies or any ERISA Affiliate (or the spouse, domestic partner, dependent or beneficiary of any such individual) after their retirement or other termination of ownership, employment or service, except to the extent required by COBRA or the ACPA or any other Law (at the sole expense of the covered individual or for a single employer pension plan limited period of time following a termination of employment pursuant to the terms of an existing employment, severance or similar agreement in effect as of the date hereof). (g) Each Company Benefit Plan that provides, in any part, nonqualified deferred compensation that is subject to Section 409A of the Code in all material respects satisfies the documentary and operational requirements of Section 409A(a)(2), 409(A)(a)(3), and 409A(a)(4) of the Code and all applicable guidance issued thereunder (and has satisfied such requirements for the entire period during which Section 409A of the Code has applied to such Company Benefit Plan), and no additional Tax under Section 409A(a)(1)(b) of the Code has been or could reasonably be expected to be incurred by any participant or beneficiary in any such Company Benefit Plan. No Group Company has any obligation or agreement (whether under a Company Benefit Plan or otherwise) to reimburse, “gross up,” indemnify or otherwise compensate any individual for any Taxes or interest imposed under Section 4999 or 409A of the Code. (h) Each Non-U.S. Company Benefit Plan that is intended to qualify for any preferential Tax treatment meets all of the requirements for such treatment and has obtained all approvals of all relevant Governmental Entities that are necessary to qualify for such Tax treatment. Each Non-U.S. Company Benefit Plan is registered where required by, and has been maintained in good standing under, all applicable Laws and with all relevant Governmental Entities. No Non-U.S. Company Benefit Plan would be considered a “defined benefit plan” within the meaning of Section 4001(a)(153(35) of ERISA if such plan were subject to ERISA. Except as required by COBRA, none of To the extent any Non-U.S. Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Benefit Plan is not fully funded or fully offset by insurance coverage, any unfunded or underfunded liabilities in respect of such plan have been properly accrued to the extent required under applicable accounting standards. (i) a defined benefit plan There are no claims or subject to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan Proceedings (other than routine claims for benefits) pending or, to the Company’s Knowledge, threatened with respect to (or against the assets of) any Company Benefit Plan. No investigation, audit or other Proceeding by any Governmental Entity (including social security authorities) is pendingpending or in progress with respect to any Company Benefit Plan. (j) There has been no amendment, threatenedinterpretation or other announcement (written or oral) by the Group Companies, any ERISA Affiliate or any other Person relating to, or anticipated. To change in participation or coverage under, any Company Benefit Plan that, either alone or together with other such items or events, could materially increase the Knowledge expense to the Group Companies of maintaining such Company Benefit Plan (or the Company Benefit Plans taken as a whole) above the level of expense incurred by the Group Companies with respect thereto for the most recent fiscal year included in the Financial Statements. (k) Each Company Benefit Plan can be terminated by the applicable Group Company in accordance with its written terms without the consent of any Person and without any penalty, cost, expense or Liability to the Company, there is no basis for SPAC, Merger Sub, any of their respective Subsidiaries or Affiliates or such Action or ProceedingCompany Benefit Plan, other than routine, immaterial administrative expenses of the type typically incurred in connection with the termination of similar employee benefit plans termination. (hl) Except as specified on Section 4.15(h) Neither the execution and delivery of this Agreement nor the consummation of the Company Disclosure Schedule, Transactions will or could (either alone or in combination with any other event) (i) no entitle any current or former employee, director, manager, officer, consultant, independent contractor or other service provider of or to any Group Company is, nor will be, obligated to pay separation, any severance, termination retention or similar change of control payments or benefits as or to any other payment (whether under a Company Benefit Plan or otherwise and whether in cash or equity); (ii) result in any payment or benefit becoming due to or result in the forgiveness of any transaction contemplated by this AgreementIndebtedness of any current or former employee, nor will director, manager, officer, consultant, independent contractor or other service provider of or to any such transaction accelerate Group Company (whether under an Company Benefit Plan or otherwise), (iii) increase the amount or value of any compensation or benefits due or payable to any current or former employee, director, manager, officer, consultant, individual independent contractor or other service provider of or to any Group Company, (iv) result in the acceleration of the time of payment or vesting, or increase the amount, trigger any payment or funding of any benefit compensation or benefits to any current or former employee, director, manager, officer, consultant, individual independent contractor or other compensation due service provider of or to any individual from the Group Company (whether under a Company Benefit Plan or otherwise); or (v) impair any of the rights of the Company; and (ii) , SPAC, or any of their respective Subsidiaries or Affiliates with respect to any Company Benefit Plan, including the transactions contemplated by this Agreement will not be right to amend, terminate, merge or transfer the direct or indirect cause asset of any Company Benefit Plan. (m) No amount paid that could be received (whether in cash or payable property or the vesting of property) by any “disqualified individual” of any Group Company being classified under any Company Benefit Plan or otherwise as an excess parachute payment a result of the consummation of the Transactions could, separately or in the aggregate, be nondeductible under Section 280G of the Code or subjected to an excise Tax under Section 4999 of the Code. (i) Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereunder.

Employee Plans. (a) Set forth in Section 4.15(a) of the The Company Disclosure Schedule is has delivered or made available to Parent a complete and correct accurate list as of the Agreement Date of each material Company Plan as of the Agreement Date. (b) With respect to each material Company Plan. The Companies have , the Company has made available to PurchaserParent a true, to the extent correct and complete copy of, as applicable, with respect to each Company Plan : (i) the plan document each written Company Plan and all amendments thereto (orthereto, in the case of any unwritten Company Plan if any, or if unwritten, a written summary thereof), of such Company Plan; (ii) the most recently disseminated current summary plan description of each Company Employee Benefit Plan and an explanation of any material modifications thereto, if any, or any written summary provided to participants with respect to any plan modifications made after the date thereof, for which no summary plan description exists; (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received (or if applicable, advisory or opinion letter) from the IRSInternal Revenue Service or other Governmental Authority, if any; (iv) all material notices given to such Company Employee Benefit Plan, the Company, or any Company ERISA Affiliate by the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other Governmental Authority, and (viiv) all related Contractsany material associated documentation, insurance Contractsreports or communications, and other Contracts by which such Company Plan is establishedincluding without limitation, operatedthe most recent actuarial valuation for any pension scheme, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA Affiliatesas applicable. (c) Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under “qualified” within the meaning of Section 401(a) of the Code is (“Qualified Company Employee Benefit Plan”) has been the subject to of a favorable IRS determination letter (or, if applicable, advisory or opinion letter) from the Internal Revenue Service that has not been revoked (or if not determined to be so qualified, such Company Employee Benefit Plan may still be amended within the remedial amendment period to cure any qualification defect to the extent permitted by Law), and there are to the Knowledge of the Company, no facts or circumstances event has occurred and no condition exists that have affected or are likely would reasonably be expected to adversely affect the qualified status of any such Company PlanEmployee Benefit Plan in any material respect or result in the imposition of any material liability, penalty or tax under ERISA or the Code. The Company ESPP complies with Section 423 of the Code, except for failures to comply which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company, its Company Plans are, and no Subsidiaries or any of their respective Company ERISA Affiliates has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan engaged in any transaction described in Section 4069, 4204 or subject to Section 412 of the Code or Title IV 4212 of ERISA or (ii) a self-insured group health ever maintained, contributed to, or been required to contribute to any “multiemployer plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of Section 4001(a)(3) of ERISA, 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, or a plan subject to Title IV of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in or Section 302 of ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act Section 412 or comply in connection with the administration or investment 4971 of the assets Code. (d) Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) each Company Employee Benefit Plan has been established, maintained and administered in accordance with its provisions and in compliance with all applicable provisions of ERISA, the Code and all applicable Laws; (ii) all payments and contributions required to be made under the terms of any Company Plan. No Action or Proceeding with respect to the administration Employee Benefit Plan have been made or the investment amount of such payment or contribution obligation has been reflected in the assets of any Company Plan Balance Sheet; and (other than routine iii) no disputed claims for benefits) benefits or Legal Proceeding is pendingpending or, threatened, or anticipated. To to the Knowledge of the Company, there threatened in writing in connection with any Company Employee Benefit Plan, other than routine claims for benefits that have been or are being handled through an administrative claims procedure. Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, each Company Employee Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) has been maintained in accordance with all applicable requirements, (ii) if it is no basis intended to qualify for any special tax treatment, meet all requirements for such Action or Proceedingtreatment, and (iii) if it is intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions. (he) Except Other than with respect to Company Equity Awards (as specified on Section 4.15(h) provided therein), neither the execution and delivery of this Agreement nor the consummation of the Company Disclosure ScheduleTransactions contemplated hereby will (either alone or in conjunction with any other event) result in, (i) no Company iscause the accelerated vesting, nor will be, obligated to pay separation, severance, termination funding or similar benefits as a result of any transaction contemplated by this Agreement, nor will any such transaction accelerate the time of payment or vestingdelivery of, or increase the amountamount or value of, any payment or benefit to any employee, officer or director of the Company or any of the Company Subsidiaries, or result in any limitation on the right of the Company or any of the Company Subsidiaries to amend, merge, terminate or receive a reversion of assets from any Company Plan or related trust. No Company Plan provides for a “gross-up” or similar payment in respect of any benefit Taxes that may become payable under Sections 409A or other compensation due to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G 4999 of the Code. (i) Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereunder.

Employee Plans. (a) Set forth in Section 4.15(aSchedule 2.21(a) contains a true and complete list of each "employee benefit plan" (within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (including, without limitation, multiemployer plans within the meaning of ERISA section 3(37)), stock purchase, stock option, severance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transaction contemplated by this Agreement or otherwise), whether formal or informal, oral or written, legally binding or not under which any employee or former employee of the Company Disclosure Schedule is a complete has any present or future right to benefits or under which the Company has any present or future liability. All such plans, agreements, programs, policies and correct list of arrangements shall be collectively referred to as the "Company Plans". (b) With respect to each Company Plan. The Companies have made available , the Company has delivered to Purchaserthe Investors a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable, with respect to each Company Plan (i) the plan document and all amendments thereto (orany related trust agreement, in the case of any unwritten Company Plan a written summary thereof), annuity contract or other funding instrument; (ii) the most recently disseminated recent determination letter; (iii) any summary plan description and an explanation other written communications (or a description of any material plan modifications made after oral communications) by the date thereof, (iii) Company to its employees concerning the trust agreement, extent of the benefits provided under a Company Plan; and (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan yearsyears (A) the Form 5500 and attached schedules; (B) audited financial statements; (C) actuarial valuation reports; and (D) attorney's response to an auditor's request for information. (i) Each Company Plan has been established and administered in accordance with its terms, and in compliance with the applicable provisions of ERISA, the Code and other applicable laws, rules and regulations; (viii) for each Company Plan which is intended to be a “qualified plan” under Section 401 within the meaning of the Code, the most recent determination letter received from the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA Affiliates. (c) Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under Section section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), is subject to so qualified and has received a favorable IRS determination letter, letter as to its qualification and there are no facts or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None of the Company Plans are, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification; (iii) with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty , no actions, suits or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan claims (other than routine claims for benefitsbenefits in the ordinary course) is pending, are pending or threatened, no facts or anticipated. To the Knowledge of the Company, there is no basis for circumstances exist which could give rise to any such Action actions, suits or Proceeding. (h) Except as specified on Section 4.15(h) of the Company Disclosure Schedule, (i) no Company is, nor will be, 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 vesting, or increase the amount, of any benefit or other compensation due to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G of the Code. (i) Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereunder.claims

Employee Plans. (a) Set forth in Section Schedule 4.15(a) lists each material Employee Benefit Plan (by jurisdiction and noting any such Employee Benefit Plan that is sponsored or maintained by ZMC Blocker or a Management Holdco), but excluding any Employee Benefit Plan required to be maintained pursuant to applicable Law. With respect to each Employee Benefit Plan, copies of the Company Disclosure Schedule is a complete and correct list of each Company Plan. The Companies have made available to Purchaserfollowing documents, to the extent applicable, with respect have been made available to each Company Plan Buyer: (i) the plan document and all amendments thereto (orthereto, in the case of including any unwritten Company Plan a written summary thereof), related trust documents; (ii) the most recently disseminated recent summary plan description and an explanation of any material plan modifications made after the date thereofdescription, (iii) the trust agreementthree most recently filed Form 5500s, including all schedules thereto, financial statements and the opinions of independent accountants and (iv) the three (3) most recent Form 5500 Annual ReportsInternal Revenue Service (“IRS”) determination, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received from the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administeredopinion, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Planadvisory letter. (b) Other than the other CompaniesEach Employee Benefit Plan has been maintained, neither the Seller nor any Company has any ERISA Affiliates. (c) Each Company Plan complies in form and has at all times been maintained and operated, funded and administered in compliance in all material respects, in accordance respects with its terms and with the applicable requirements of all applicable Laws. To the Company’s Knowledge, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (di) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under Section 401(a) of the Code is subject to has either received a favorable IRS determination letter or is the subject of a favorable opinion or advisory letter, in each case from the IRS, that it is qualified under Section 401(a) of the Code and there are that its related trust is exempt from federal income Tax under Section 501(a) of the Code and (ii) no facts event has occurred or circumstances circumstance exists that have affected could reasonably be expected to give rise to disqualification or are likely to affect the qualified loss of Tax-exempt status of any such Employee Benefit Plan or trust. Each Foreign Benefit Plan that is intended to qualify for Tax-preferential treatment under applicable Law so qualifies and has received, where required, approval from the applicable Governmental Entity that it is so qualified and no event has occurred or circumstance exists that would reasonably be expected to give rise to disqualification or loss of Tax-preferential treatment. (c) Except as required by applicable Law, no Employee Benefit Plan provides medical or life insurance benefits to former employees of any Group Company Plan. None other than through the end of the Company Plans are, and no month in which an employee’s employment terminates. No Group Company has incurred any Liability Tax or other penalty (including current whether or potential withdrawal Liabilitynot assessed) with respect pursuant to Sections 4980B, 4980D, 4980H, 5000A or 9815 of the Code or as a result of a violation of the U.S. Patient Protection and Affordable Care Act. (d) No Group Company has, since the Reference Date, sponsored, maintained, contributed to, a or had any obligation to contribute to (i) any “multiemployer plan plan” (within the meaning of as defined in Section 3(37) or 4001(a)(3) of ERISA), (ii) any other plan that is subject to Title IV or a single employer pension plan within Section 302 of ERISA or Section 412 or Section 430 of the meaning of Code, or (iii) any “multiemployer plan” or “defined benefit provision” (each as defined in Section 4001(a)(15147.1(1) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefitsTax Act). No Group Company Plan is (i) a defined benefit plan has any current or subject to Section 412 of the Code or contingent liability under Title IV of ERISA or with respect to any “multiemployer plan” (iias defined in Section 4001(a)(3) a self-insured group health planof ERISA), including on account of any ERISA Affiliate. (ge) No non-exempt “prohibited transaction” under Section 4975 of the Code or transaction prohibited by Section 406 of ERISA (and not otherwise permitted by Section 407 or 408 of ERISA) has occurred with respect to any Employee Benefit Plan that could reasonably be expected to result in a material liability for a Group Company. Other than routine claims for benefits submitted by participants or beneficiaries, no claim against, or action or proceeding involving, any Employee Benefit Plan or any fiduciary thereof is pending or, to the Company’s Knowledge, is threatened, in each case that could reasonably be expected to result in any material liability, direct or indirect (by indemnification or otherwise), of any Group Company to any Governmental Entity or any Person. (f) Except as set forth on Section 4.15(g) Schedule 4.15(f), no Foreign Benefit Plan is a defined contribution or defined benefit pension plan or other arrangement that provides pension benefits on a defined benefit basis in the event of the retirement or termination of employment. Except as set forth on Schedule 4.15(f), no Group Company Disclosure Schedule, there maintains or has been no any obligations relating to any “prohibited transactionregistered pension plans” (as defined in ERISA § 406 or Code § 4975) and no the Tax Act), “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciaryretirement compensation arrangements” (as defined in ERISA § 3(21the Tax Act)) has any Liability for breach of fiduciary duty , or “registered retirement savings plans” (as defined in the Tax Act), or any other failure Employee Benefit Plans providing pensions, superannuation benefits, retirement savings, top-up retirement benefits or supplemental pensions. Each Foreign Benefit Plan that must be registered in the country in which it is maintained has received or timely applied for such registration, and, to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for has not been amended or modified in a manner that would require a new registration. Each Group Company which primarily employs employees outside the United States sponsors or maintains or will at Closing sponsor or maintain Foreign Benefit Plans which are sufficient to meet the mandatory minimum requirements of applicable Law or any applicable collective bargaining agreement or employment agreement to which any such Action Group Company employee is a party. (g) No insurance policy or Proceedingany other agreement affecting any Foreign Benefit Plan requires or permits a retroactive increase in contributions, premiums or other payments due thereunder. (h) Subject to the requirements of applicable Laws or any applicable collective bargaining agreement or employment agreement to which any such Group Company employee is a party as in effect on the date of this Agreement, no commitments to improve or otherwise materially amend any Foreign Benefit Plan have been made. Only employees or former employees (or any spouses, dependents, survivors or beneficiaries of any such employees or former employees) of a Group Company are entitled to participate in the Foreign Benefit Plans and no entity other than such Group Company is a participating employer under any Foreign Benefit Plan. (i) Except as specified on would not reasonably be expected to result in material Liability to Buyer or its Affiliates, all awards granted under the SAR Plan to any grantee who is a United States person (as defined in Section 4.15(h7701(a)(30) of the Company Disclosure Schedule, (iCode) no Company is, nor will be, obligated to pay separation, severance, termination or similar benefits are exempt from the application of Code Section 409A and Code Section 457A. The treatment of awards made under the SAR Plan as a result set forth in this Agreement is permitted under the terms of the SAR Plan and may be effectuated without the consent of any transaction contemplated by this AgreementSAR Recipient or third party. Each Employee Benefit Plan 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, nor will and is in all material respects in documentary compliance with, Section 409A of the Code, and no amount deferred under any such transaction accelerate Employee Benefit Plan is or has been subject to the time interest and additional Tax set forth under Section 409A(a)(1)(B) of payment the Code. No Employee Benefit Plan is or vestinghas been subject to the interest and additional Tax set forth under Section 457 of the Code. (j) Except as set forth on Schedule 4.15(j), or increase the amount, of any benefit or other compensation due to any individual from the Company; and (ii) the transactions contemplated by this Agreement (alone or in combination with any other event) will not (i) cause the acceleration of vesting in, or payment of, any material benefits or compensation under any Employee Benefit Plan or (ii) result in any payment under any Employee Benefit Plan that could reasonably be the direct or indirect cause of expected to result in any amount paid or payable by any Company being classified as an excess “parachute payment payment” under Section 280G of the Code. (ik) Each No Group Company Plan has any obligation to “gross up” or otherwise compensate any individual because of the imposition of any Tax that constitutes a nonqualified deferred compensation plan subject to may become payable under Section 4999 or 409A of the Code Code. (each, l) Each Irish Pension Scheme that is a defined contribution scheme within the meaning of the Pensions Act 1990 (the “Section 409APensions Act”) is was established as such, was not established in succession to, and has not previously been converted from a defined benefit scheme within the meaning of the Pensions Act, and no assurance, promise or guarantee (oral or written) has been made or given to any person entitled or contingently entitled to benefit under any such scheme that any particular rate, level or amount of benefits (other than insured lump sum death in service benefits) would be provided to or in respect of them under the scheme. (m) No current or former employee has any actual or prospective entitlement to membership of a defined benefit scheme within the meaning of the Pensions Act and all Group Companies that have current or former employees in Ireland have at all times complied with their obligations under part 10 of the Pensions Act and every current or former employee who is or was entitled to membership of an Irish Pension Scheme has been invited to join that scheme as of the date on which they became entitled and any current employee who refused to join that scheme cannot do so at a later date without the consent of the respective Group Company. Every current or former employee who is or has been a part-time or temporary employee and based in Ireland is not and has never been excluded from membership of an Irish Pension Scheme. (n) Every Group Company that operates an Irish Pension Scheme for current and former employees has the right at any time to terminate any obligation on its part to contribute to that Irish Pension Scheme without liability to any member or other person entitled to benefit under that Irish Pension Scheme. (o) The documents relating to each Irish Pension Scheme are up to date and reflect the terms of that scheme as operated in compliance with practice and as announced to current employees and former employees that have entitlements under each Irish Pension Scheme and the provisions trustees of Section 409A all Irish Pension Schemes have legal title to all assets of that scheme and none of the Code assets of any Irish Pension Scheme are mortgaged, charged or otherwise subject to any Lien. (p) No discretion or power has been exercised under any Irish Pension Scheme to: (i) augment a benefit; (ii) admit to membership a director or employee who would not otherwise have been eligible for admission to membership; (iii) provide a benefit which would not otherwise be provided; (iv) pay a contribution which would not otherwise have been paid; (v) purchase or hold any securities issued by, properties leased to or occupied by a Group Company; or (vi) make a loan which is outstanding by a Group Company at the date of this Agreement. (q) No employee or former employee who is a member of any Irish Pension Scheme is entitled to pension increases at any guaranteed level whether under the rules of the Irish Pension Scheme or under any other contract or agreement (including, without limitation, any union or collective agreement) and Treasury Regulations promulgated thereunderno intention to amend (including any intention to alter the rates or basis of calculation of employer and compulsory employee contributions to the Irish Pension Schemes), close, discontinue in whole or in part or exercise any discretion in relation to any Irish Pension Scheme has been communicated to any member or other beneficiary or to any staff representatives or unions.

Employee Plans. (ai) Set forth in Section 4.15(a3.11(b)(i) of the Company Disclosure Schedule is contains a true and complete and correct list of each Company Planall material Employee Plans. The Companies have made available to Purchaser, to the extent applicable, Except with respect to each amendments that required by Law, neither the Company Plan (i) the plan document and all amendments thereto (or, in the case of nor any unwritten Company Plan a written summary thereof), (ii) the most recently disseminated summary plan description and an explanation of ERISA Affiliate has any material plan modifications made after the date thereof, (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reportsarrangement, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received from the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, commitment or funded. No Company has any formal plan or commitmentobligation, whether legally binding or not, to create create, enter into or contribute to any additional Company Employee Plan or to modify or change amend any existing Employee Plan. The Company has provided to the Purchaser, with respect to each Employee Plan (to the extent applicable thereto), true, correct and complete copies of: (A) the current plan document and all amendments thereto or, if such Employee Plan is not in writing, a written description of the Employee Plan; (B) the last three annual reports (e.g., Form 5500 series and all schedules and financial statements attached thereto) filed with respect to such Employee Plan; (C) the most recent summary plan description, and all summaries of material modifications related thereto, distributed to participants in such Employee Plan; (D) the most recent determination, opinion or advisory letter issued by the IRS with respect to such Employee Plan; and (E) all non-routine correspondence since January 1, 2016 to or from any Governmental Authority relating to such Employee Plan. (bii) Other than the other CompaniesWith respect to each Employee Plan: (A) such Employee Plan has been established, neither the Seller nor any Company has any ERISA Affiliates. (c) Each Company Plan complies in form maintained, administered, operated and has at all times been maintained and operated, funded in all material respects, respects in accordance with the its terms and in compliance with all applicable requirements of all applicable LawsLaw, including ERISA and the CodeCode (and the regulations and rulings issued thereunder); (B) none of the Company, any ERISA Affiliate or any other Person has (1) materially breached any fiduciary duty imposed upon it by ERISA or any other applicable Law, or (2) engaged in a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available and which could result in a material Liability; (C) all contributions, premiums and other payments due or required to be paid to (or with respect to) such Employee Plan have been paid on or before their respective due dates and within the time period, if applicableany, prescribed by E▇▇▇▇, or, if not yet due, have been accrued as a liability on the Financial Statements; and (D) none of the Company or any ERISA Affiliate has incurred, and each there exists no condition or set of circumstances in connection with which the Company Plan has been maintained and operated in accordance with its termsor any ERISA Affiliate could incur, directly or indirectly, any penalty, Tax, fine, Encumbrance or Liability under ERISA, the Code or any other applicable Law, or pursuant to any indemnification, contribution or similar agreement. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (fiii) Each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code is subject to has received a favorable IRS determination letterdetermination, and there are no facts advisory or circumstances opinion letter indicating that have affected or are likely to affect the qualified status form of such Company Plan. None of the Company Plans are, plan is so qualified and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of its related trust is exempt from taxation under Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g501(a) of the Company Disclosure ScheduleCode. Each such Employee Plan (A) is the subject of an unrevoked, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within favorable determination letter from the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding IRS with respect to the administration form of such Employee Plan’s qualified status under the Code; or (B) utilizes a prototype plan or volume submitter plan document that is the investment subject of a current unrevoked favorable opinion or advisory letter issued by the assets IRS to the sponsor of any such prototype plan or volume submitter plan and upon which the Company and such Employee Plan (other than routine claims for benefits) is pendingare entitled, threatenedunder applicable IRS guidance, or anticipatedto rely. To the Knowledge of the Company, there is no basis for nothing has occurred or could reasonably be expected to occur that could adversely affect the qualification or exemption of any such Action Employee Plan or Proceedingits related trust. (hiv) Except Neither the Company nor any ERISA Affiliate sponsors, maintains or contributes to, or has ever sponsored, maintained or contributed to (or been obligated to sponsor, maintain or contribute to), or has (or could have) any Liability (including, but not limited to, any contingent Liability under or with respect to: (A) any “employee pension benefit plan,” as specified on defined in Section 4.15(h3(2) of ERISA, that is (or, at any time, was) subject to Section 302 of ERISA, Title IV of ERISA or Section 412 of the Code; (B) any “multiemployer plan,” as defined in Section 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Company Disclosure ScheduleCode; (B) any multiple employer plan within the meaning of Section 210(a), (i4063 or Section 4064 of ERISA or Section 413(c) no Company is, nor will be, 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 vesting, or increase the amount, of any benefit or other compensation due to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G of the Code, (D) any “multiple employer welfare arrangement,” as defined in Section 3(40) of ERISA; (E) any self-funded (or self-insured) group health plan; or (F) any employee benefit plan, fund, policy, program, practice, Contract, agreement or arrangement covering employees outside of the United States or subject to the Laws of any jurisdiction other than the United States. (iv) Each Company Employee Plan that constitutes a nonqualified deferred compensation plan which is subject to the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 409A 4980B of the Code or similar state Laws (eachcollectively, a “Section 409ACOBRA”) is and has been operated administered, at all times since inception, in compliance with such requirements in all material respects. Except with respect to benefits provided under COBRA, none of the provisions Employee Plans provides life insurance, medical or other welfare benefits (within the meaning of Section 409A 3(1) of ERISA) to any current or former employee of the Code Company or any ERISA Affiliate (or to any other Person) after his or her retirement or other termination of employment or service, and Treasury Regulations promulgated thereundernone of the Company or any ERISA Affiliate has ever represented, promised or contracted (whether in written or oral form) to any such employee or former employee (or to any other Person) that such benefits would be provided, except to the extent required by COBRA (and at the sole expense of the qualified beneficiary). (vi) The Company and each ERISA Affiliate is and, at all relevant times, has been in compliance in all material respects with the Patient Protection and Affordable Care Act, Pub. L. No. 111 148, the Health Care and Education Reconciliation Act of 2010, Pub.

Employee Plans. (ai) Set forth in Section 4.15(aSchedule C(v) of the Company Alpha Disclosure Schedule is a Letter identifies each material Employee Plan. A true, up-to-date and complete and correct list copy of each Company material Employee Plan (including, where oral, written summaries of the terms thereof, and any trust agreement, statement of investment policies and procedures, insurance contract, employee brochure or the like and all amendments thereto, prepared in connection with such Employee Plan. The Companies have ) has been provided or made available to PurchaserCrystal, to together with all related documentation including annuity contracts, trust or other funding agreements, participation agreements, insurance policies and contracts, actuarial reports, annual information returns, investment management agreements, copies of all material correspondence with Governmental Entities and plan summaries, employee booklets, brochures and personnel manuals. Each Employee Plan has been registered, administered and maintained in compliance with its terms and in compliance with applicable Law. All obligations regarding the extent applicableEmployee Plans have been satisfied and there are no outstanding defaults or violations by any party thereto and no Taxes, with respect to each Company Plan (i) penalties or fees are owing or eligible under any of the plan document and all amendments thereto (or, in the case of any unwritten Company Plan a written summary thereof), Employee Plans. (ii) the most recently disseminated summary plan description and an explanation of The Company does not have any material plan modifications made after the date thereof, (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Employee Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified planqualified” under Section 401 within the meaning of the Code, the most recent determination letter received from the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA Affiliates. (c) Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under Section 401(a) of the Code is subject to a favorable IRS determination letter, and there Code. (iii) There are no facts pending, or circumstances that have affected to the knowledge of Alpha, threatened claims (other than routine claims for benefits) by, on behalf of or are likely against any Employee Plan or any trust related thereto which could reasonably be expected to affect the qualified status of such Company Plan. None of the Company Plans areresult in any material liability to Alpha, and no Company audit or other proceeding by a Governmental Entity, which could reasonably be expected to result in any material liability to Alpha, is pending, or to the knowledge of Alpha, threatened with respect to any Employee Plan. (iv) No Employee Plan is or has within the last six (6) years been covered by Title IV of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or subject to Section 412 of the Code or Section 302 of ERISA, and neither Alpha, not its Subsidiary nor any ERISA Affiliate has any Liability liability in respect of Title IV of ERISA, nor has any of them within the last six years 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 current or potential withdrawal Liabilityany contingent liability) with respect tounder, a any multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA). “ERISA Affiliate” means any employer (whether or not incorporated) that would be treated together with Alpha or its Subsidiaries as a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or Proceeding. (h) Except as specified on Section 4.15(h) of the Company Disclosure Schedule, (i) no Company is, nor will be, 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 vesting, or increase the amount, of any benefit or other compensation due to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G 414 of the Code. (i) Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereunder.

Employee Plans. (a) Set forth in Section 4.15(a‎‎Section 3.15(a) of the Company Disclosure Schedule is Letter sets forth a complete and correct accurate list of each material Employee Plan, other than any Contract under which a single individual (who is not an officer or director of the Company Plan. The Companies have made available or any of its Subsidiaries) is eligible to Purchaserreceive immaterial compensation and/or benefits and that is terminable by the Company or its Subsidiaries at-will or with no more than three (3) months’ notice or pay in lieu thereof (or any additional period or payment as required by Applicable Law) without further liability or financial obligation, whether actual or contingent, to the extent applicable, with Company or its Subsidiaries. With respect to each Employee Plan listed in ‎Section 3.15(a) of the Company Plan Disclosure Letter, the Company has provided to Parent true and correct copies of (as applicable): (i) the current plan document and all amendments document, as amended thereto (or, in the case of and for any unwritten Company Plan plan, a written summary thereofof the material terms), ; (ii) the most recently disseminated recent summary plan description and an explanation of any material plan modifications made after the date thereofor other summary provided, if any, to employees; (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reportsdetermination, (v) non-discrimination testing results on opinion or advisory letter received from the Internal Revenue Service with respect to each Company’s 401(k) Employee Plan for the three (3) most recent plan years, (vi) for each Company Plan which that is intended to be a “qualified plan” under Code Section 401 of the Code, the most recent determination letter received from the IRS, 401(a); and (viiiv) all correspondence to or from any Governmental Authority related Contractsto such Employee Plan regarding any non-compliance, insurance Contractscorrective actions, and other Contracts by which such Company Plan is establishedaudits, operated, administered, investigations or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Planinquiries. (b) Other than the other CompaniesEach Employee Plan has been established, neither the Seller nor any Company has any ERISA Affiliates. (c) Each Company Plan complies maintained, funded, operated and administered in form compliance with its terms and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and except as would not reasonably be expected to have, individually or in the Codeaggregate, if applicable, and each a Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company PlanMaterial Adverse Effect. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Each Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under Section 401(a) of the Code is subject has received a current favorable determination letter from the Internal Revenue Service or may rely upon a current prototype opinion or advisory letter from the Internal Revenue Service, and, to a favorable IRS determination letterthe Company's Knowledge, and there are no facts or circumstances nothing has occurred that have affected or are likely to would adversely affect the qualified status qualification of such Company Employee Plan. None Each material Employee Plan providing compensation or benefits to employees of the Company or any of the Company Subsidiaries who are located outside of the United States that is required to be registered has been timely and properly registered. All material employer and employee contributions to each Employee Plan required by Law or by the terms of such Employee Plan have been timely made, or, if applicable, reserved or accrued in accordance with the Company’s accounting practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Employee Plans arethat are required to be funded are fully funded, and no Company has any Liability (including current or potential withdrawal Liability) or, if applicable, adequate reserves have been established with respect toto any Employee Plan that is not required to be fully funded. No Employee Plan (i) is a defined benefit plan (as defined in ERISA, whether or not subject to ERISA), seniority premium, termination indemnity, gratuity or similar plan or arrangement, or a multiemployer plan (within the meaning of as defined in Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA), none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA or (ii) a selfprovides retiree or post-insured group health plan. (g) Except termination health, life or other welfare benefits to any Person, other than as set forth on Section 4.15(g) required by Law. Neither the Company nor any of the Company Disclosure ScheduleSubsidiaries has any current or future material Liability on account of at any time being considered a single employer with any other Person under Section 414 of the Code. Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, there has been is no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Legal Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine and undisputed claims for benefits) is pendingpending or, threatened, or anticipated. To to the Knowledge of the Company, there threatened with respect to any Employee Plan or against the assets of any Employee Plan. Neither the Company nor any of the Company Subsidiaries has incurred (whether or not assessed), or is no basis for reasonably expected to incur or to be subject to, any such Action Tax or Proceedingother penalty under Section 4980B, 4980D or 4980H of the Code. (hc) Except Other than as specified on Section 4.15(hset forth in ‎‎Section 3.15(b) of the Company Disclosure ScheduleLetter, (i) no neither the execution or delivery by the Company is, of this Agreement nor will be, obligated to pay separation, severance, termination or similar benefits as a result the consummation of any transaction contemplated by this Agreement, 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 from the Company; and (ii) the transactions contemplated by this Agreement will not (A) result in any payment or benefit becoming due or payable, or required to be provided, to any current or former director, employee or independent contractor of the direct Company or indirect cause any of the Company Subsidiaries, (B) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such current or former director, employee or independent contractor, (C) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation, (D) increase the amount paid of compensation due to any Person, , or (E) result in the forgiveness in whole or in part of any outstanding loans made by the Company to any Person. (d) No amount that is payable (whether in cash or property or the vesting of property) under an Employee Plan as a result of the consummation of the transactions contemplated by this Agreement to any employee, officer, director, shareholder or other service provider of the Company being classified as (whether current, former or retired) will, individually or in combination with any other such payment, be an "excess parachute payment under payment" within the meaning of Section 280G of the Code that would not be deductible thereunder or would be subject to an excise tax under Section 4999 of the Code. (ie) Neither the Company nor any of its Affiliates have any obligation to gross-up, indemnify or otherwise reimburse any individual with respect to Tax under Sections 409A or 4999 of the Code. (f) Each Employee Plan, or other agreement or arrangement of the Company Plan or any of its affiliates that constitutes constitute a "nonqualified deferred compensation plan subject to plan" (as defined in Section 409A 409A(d)(1) of the Code (each, a “Section 409A”Code) is and has been operated and maintained, in compliance form and operation, in accordance with the provisions of Section 409A of the Code and applicable guidance of the Department of Treasury Regulations promulgated thereunderand Internal Revenue Service, in all material respects.

Employee Plans. (a) Set Schedule 3.20 sets forth all employee pension benefit plans (as such term is defined in Section 4.15(a3(2) of the Employee Retirement Income Security Act of 1974 ("ERISA")) which are maintained by the Company Disclosure Schedule is a complete (or which cover employees of the Company) and correct list of each Company Plan. The Companies have made available to Purchaser, to the extent applicable, with respect to each Company Plan (i) the plan document and all amendments thereto (or, in the case of any unwritten Company Plan a written summary thereof), (ii) the most recently disseminated summary plan description and an explanation of any material plan modifications made after the date thereof, (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended designed to be a “qualified plan” under Section 401 401(a) of the Internal Revenue Code (the "Code, the most recent determination letter received from the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan"). (b) Other than the other Companies, neither the Seller nor any The Company has any ERISA Affiliates. (c) Each Company Plan complies in form and has at all times been not maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary an employee pension benefit plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that which is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended designed to be qualified under Section 401(a) of the Code other than the plans so described in Schedule 3.20. To the best knowledge of Seller and the Company, such plans are qualified. The Company is subject and has at all times been in compliance with all applicable provisions of ERISA, all regulations promulgated under ERISA or the Code and other federal and state statutes and regulations relating to such employee pension benefit plans. No event has occurred or, to the knowledge of Seller and the Company, is threatened or about to occur that would constitute a favorable IRS determination letter, and there are no facts or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None of the Company Plans are, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (reportable event within the meaning of Section 3(37) or 4001(a)(34043(b) of ERISA, and no notice of termination has been filed by a plan administrator pursuant to Section 4041 or 4041A of ERISA or issued by the Pension Benefit Guaranty Corporation ("PBGC") or a single employer pursuant to Section 4042 of ERISA with respect to any employee pension benefit plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to ERISA. The Internal Revenue Service has issued favorable determination letter(s) on the plan(s) identified in Schedule 3.20 and Purchaser has been provided copies of such letters. To the best knowledge of Seller and the Company, nothing has occurred since the date of any such determination letter that has adversely affected the validity of the letters. (c) Full payment has been made of all amounts that the Company is required under the terms of all employee pension benefit plans to have paid as contributions to such plans, and no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, exists with respect to any such plan. The Company has paid all premiums (and interest charges and penalties for late payment, if applicable) due the PBGC with respect to each employee pension benefit plan and each plan year thereof for which such premiums are required. (d) As of the Closing Date all employee pension benefit plans which are designed to meet the requirements of Section 401(a) of the Code will be sufficiently funded so that no funding liability would result if such plans were terminated as of such date. The funding method used in connection with each employee pension benefit plan is acceptable under ERISA, the actuarial assumptions used in connection with funding such employee pension benefit plan in the aggregate are reasonable (taking into account the experience of such employee pension benefit plan and reasonable expectations). (e) The Company maintains employee pension benefit plan(s) which are not designed to be qualified under Section 401(a) of the Code as listed on Schedule 3.20. The participants in such plans, the actuarially determined present value at December 31, 1998 of their vested benefits, and the actuarial assumptions and calculations used to determine such present value are listed on Schedule 3.20 hereto. The Company is not delinquent in any payments under any of such plans. The Company is and has at all times been in compliance with all applicable provisions of ERISA, the Code, and all regulations promulgated under ERISA or Title IV the Code and other federal and state statutes relating to such employee pension benefit plans. (f) The Company maintains employee welfare benefit plans (as such term is defined in Section 3(1) of ERISA as listed on Schedule 3.20). The name of each plan, participants or (ii) a self-insured group health planclass of participants and description of benefits are listed on Schedule 3.20 hereto. The Company is and at all times has been in substantial compliance with all applicable provisions of ERISA, the Code, and all regulations promulgated under ERISA or the Code, and other federal and state statutes and regulations relating to such employee welfare benefit plans. Full payment has been made of all amounts that the Company is required under the terms of such employee welfare benefit plans to have paid as contributions to such plans or as benefits under such plans except claims for benefits which are currently under administrative review pursuant to reasonable and consistent administrative procedures established for the operation of such plans. (g) Except as set forth on Section 4.15(g) of Schedule 3.20 lists all other fringe benefits or payment practices maintained by the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined and not otherwise identified in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or Proceedingthis section. (h) Except as specified on Section 4.15(h) Copies of all documents constituting the plans or written agreement describing any employee benefit plan, letter agreement, compensation arrangement or other program maintained by the Company Disclosure Schedulehave been previously furnished to Purchaser including any filings with any government office relating thereto, any contracts relating to assets of any such plans, and any actuarial or other calculations relating to the amount of benefits payable under such plans. (i) No event has occurred and no Company is, nor will be, 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 vesting, or increase the amount, of any benefit or other compensation due condition exists relating to any individual from employee benefit plan (i) that could result in the imposition of an excise tax on the Company; and , (ii) that would justify the attachment of a lien on the assets of the Company, or (iii) that could result in fiduciary liability being imposed on the Company under Section 404 of ERISA. (j) There are no pending or, to the knowledge of Seller and the Company, threatened claims, suits, or other proceedings involving any employee benefit plan or compensation arrangement other than ordinary and usual claims for participants and beneficiaries. (k) The transactions contemplated by this Agreement will not be result in any employee, former employee, or other person being entitled to any severance benefit other than the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G of the Codeseverance benefits described on Schedule 3.20 hereto. (i) Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereunder.

Employee Plans. (a) Set forth in Section 4.15(a3.14(a) of the Company Disclosure Schedule is Schedules sets forth a true and complete and correct list of each Company Employee Benefit Plan. The None of the Group Companies, any ERISA Affiliate of the Group Companies have or Merger Sub maintain or contribute to or has any material Liability with respect to any Benefit Plan, whether or not subject to ERISA, which is not set forth on Section 3.14(a) of the Company Disclosure Schedules. (b) With respect to each Employee Benefit Plan on Section 3.14(a) of the Company Disclosure Schedules, the Company has delivered or made available to PurchaserSPAC and its Representatives correct and complete copies of, to the extent applicable, with respect to each Company Plan if applicable (i) the all plan document documents and all amendments thereto related trust agreements or annuity Contracts (orincluding any amendments, in the case modifications or supplements thereto), and written descriptions of any unwritten Company Plan a written summary thereof), Employee Benefit Plans which are not in writing; (ii) the most recently disseminated summary recent annual and periodic accounting of plan description and an explanation of any material plan modifications made after the date thereof, assets; (iii) the trust agreement, most recent actuarial valuation; and (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan all material communications with any Governmental Entity concerning any matter that is still pending or for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received from the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No any Group Company has any formal plan outstanding Liability or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA Affiliatesobligation. (c) Each Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, (i) each Employee Benefit Plan complies in form set forth on Section 3.14(a) of the Company Disclosure Schedules has been administered and has at all times been maintained and operated, in all material respects, enforced in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained maintained, where required, in good standing with applicable regulatory authorities and operated Governmental Entities; (ii) no breach of fiduciary duty has occurred; (iii) no Proceeding is pending or threatened; (iv) all contributions, premiums and other payments (including any special contribution, interest or penalty) required to be made with respect to an Employee Benefit Plan have been timely made; (v) all benefits accrued under any unfunded Employee Benefit Plan have been paid, accrued, or otherwise adequately reserved in accordance with its termsGAAP and are reflected on the Audited Financial Statements; (vi) no Employee Benefit Plan provides for retroactive increases in contributions, premiums or other payments in relation thereto; and (vii) none of the Group Companies has incurred any Liability in connection with the termination of, or withdrawal from, any Employee Benefit Plan. (d) All required reports and descriptions (includingExcept as would not, without limitationindividually or in the aggregate, Form 5500 Annual Reportshave a Company Material Adverse Effect, summary annual reportsto the extent applicable, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements present value of the Consolidated Omnibus Budget Reconciliation Act accrued benefit Liabilities (whether or not vested) under each Employee Benefit Plan, determined as of 1985 (“COBRA”)the end of the Company’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, including without limitation each of which is reasonable, did not exceed the notice and continuation current value of coverage requirements, have been satisfied with respect to each Company Plan that is an the assets of such Employee Welfare Benefit Plan and that is subject allocable to such requirementsbenefit Liabilities. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms The consummation of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on Transactions will not, either alone or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance combination with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under Section 401(a) of the Code is subject to a favorable IRS determination letter, and there are no facts or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None of the Company Plans are, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is another event: (i) a defined benefit plan entitle any individual to severance pay, unemployment compensation or subject to Section 412 of the Code other benefits or Title IV of ERISA compensation under any Employee Benefit Plan; or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or Proceeding. (h) Except as specified on Section 4.15(h) of the Company Disclosure Schedule, (i) no Company is, nor will be, 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 vesting, or increase the amount, amount of any benefit compensation due, or in respect of, any director, officer, employee or independent contractor of any of the Group Companies or their ERISA Affiliates under any Employee Benefit Plan. (f) Except to the extent required by applicable Law, none of the Group Companies or their ERISA Affiliates provide health or welfare benefits to any former or retired employee or is obligated to provide such benefits to any active employee following such employee’s retirement or other compensation due termination of employment or service. (g) No Employee Benefit Plan provides for the gross-up of any Taxes that may be imposed by any applicable Law. (h) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, (a) each Foreign Benefit Plan that is required to be registered or intended to be Tax exempt or receive favorable tax treatment has been registered (and, where applicable, accepted for registration) and is Tax exempt and has been maintained in good standing, to the extent applicable, with each Governmental Entity; (b) except as set forth under Section 3.14(h) of the Company Disclosure Schedules, no Foreign Benefit Plan has any individual from material unfunded or underfunded Liabilities, nor are such unfunded Liabilities reasonably expected to arise in connection with the CompanyTransactions; and (iic) the transactions contemplated all material contributions required to have been made by this Agreement will not be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G on behalf of the CodeGroup Companies with respect to plans or arrangements maintained or sponsored a Governmental Entity (including severance, termination indemnities or other similar benefits maintained for employees outside of the U.S.) have been timely made or fully accrued. (i) Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Except as set forth in Section 409A 3.14(i) of the Code (eachCompany Disclosure Schedules, a “Section 409A”) is and has been operated in compliance with there are no facts that would reasonably be expected to give rise to, any material changes to the provisions of Section 409A of Employee Benefit Plans resulting from disruptions caused by the Code and Treasury Regulations promulgated thereunderCOVID-19 pandemic or COVID-19 Measures, nor are any such changes currently contemplated.

Employee Plans. (a) Set forth in Section 4.15(a) 3.11 of the Company Disclosure Schedule is Schedules sets forth a complete and correct list of each Company Benefit Plan, and identifies each Company Benefit Plan that is a PEO Benefit Plan. Each Company Benefit Plan that is not a PEO Benefit Plan is referred to as a “Sponsored Company Benefit Plan.” The Companies have Company has delivered or made available to Purchaser, to the extent Parent copies of (as applicable): (i) each Company Benefit Plan or, with respect to each Company Plan (i) the any such plan document and all amendments thereto (orthat is not in writing, in the case of any unwritten Company Plan a written summary description of the material terms thereof), ; (ii) the most recently disseminated summary plan description and an explanation of any material plan modifications made after the date thereof, description; (iii) the trust agreementmost recent annual report, financial statement, actuarial report, determination letter or opinion letter from the Internal Revenue Service and Form 5500 required to have been filed with the Internal Revenue Service; (iv) the three (3) most recent Form 5500 Annual Reportsany related trust agreements, insurance contracts or other funding arrangements; and (v) non-discrimination testing results on each Company’s 401(kany communications with the Internal Revenue Service, the Department of Labor or any other Governmental Entity relating to any compliance issues in respect of any such Company Benefit Plan. Except as specifically provided in the foregoing documents delivered to Parent, there are no amendments to any Company Benefit Plan that have been adopted or approved nor has the Company or any of its Subsidiaries taken substantial steps to make any such amendments or to adopt or approve any new Company Benefit Plan. (b) Plan for Section 3.11 of the three (3) most recent plan years, (vi) for Company Disclosure Schedules identifies each Company Benefit Plan which that is intended to be a “qualified plan” under within the meaning of Section 401 401(a) of the CodeCode (“Qualified Plans”). The only Qualified Plan sponsored by the Company is a PEO Benefit Plan. To the knowledge of the Company, the most recent Internal Revenue Service has issued a favorable determination letter received from or opinion letter with respect to each Qualified Plan and the IRSrelated trust that has not been revoked, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, there are no events or funded. No Company has any formal plan or commitment, whether legally binding or notcircumstances that, to create the knowledge of the Company, could adversely affect the qualified status of any additional Company Qualified Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA Affiliatesrelated trust. (c) Each of the Sponsored Company Plan complies in form Benefit Plans has been established, operated and has at all times been maintained and operated, administered in all material respectsrespects in compliance with applicable Laws. To the knowledge of the Company, each PEO Benefit Plan has been established, operated and administered in all material respects in compliance with applicable Laws. No Company Benefit Plan is, and no employee benefit plan maintained by the Company or any of its Subsidiaries during the six-year period ending on the date of this Agreement has been, subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. No event has occurred and, to the knowledge of the Company, there currently exists no condition or circumstances that would subject the Company or any of its Subsidiaries to any (i) material liability with respect to any Company Benefit Plans, other than for the provision of benefits in accordance with the requirements terms thereof, or (ii) material Controlled Group Liability with respect to any employee benefit plan which is not a Company Benefit Plan. All amounts payable by the Company or any of all applicable Laws, including ERISA and its Subsidiaries as of the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries date hereof with respect to each Company Plan. The requirements Benefit Plan in respect of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, current or prior plan years have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit PlanGAAP. (f) Each Company Plan that is intended to be qualified under Section 401(a) of the Code is subject to a favorable IRS determination letter, and there are no facts or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None of the Company Plans are, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or Proceeding. (h) Except as specified on Section 4.15(h) of the Company Disclosure Schedule, (i) no Company is, nor will be, 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 vesting, or increase the amount, of any benefit or other compensation due to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G of the Code. (i) Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereunder.

Employee Plans. (ai) Set Schedule 3.02(s)(i) sets forth a true and complete list of all employee benefit plans (within the meaning of Section 3(3) of ERISA) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, executive compensation, retiree medical or life insurance, retirement, supplemental retirement, severance or other benefit plans, programs or arrangements in Section 4.15(a) which current or former employees of the Company Disclosure Schedule is a complete and correct list of each Company Plan. The Companies have made available to Purchaser, to the extent applicableparticipate, with respect to each Company Plan (i) which the plan document and all amendments thereto (or, in the case of any unwritten Company Plan a written summary thereof), (ii) the most recently disseminated summary plan description and an explanation of any material plan modifications made after the date thereof, (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received from the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan obligation or commitmentwhich are maintained, contributed to or sponsored by the Company or any of its Affiliates for the benefit of any current or former employee, officer or director of the Company regardless of whether legally binding such plans, programs or notarrangements are being assumed by the Purchaser (hereinafter the “Employee Plans”). Except as provided in Schedule 3.02(s)(i), each Employee Plan is in writing and prior to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companiesdate hereof, neither the Seller nor any Company has any ERISA Affiliates. (c) Each Company delivered to the Purchaser true and correct copies of each such Employee Plan complies in form and has at as amended through the date hereof, together with all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (related documentation including, without limitation, Form 5500 Annual Reports, summary annual reports, funding and investment management agreements and the most recently issued summary plan descriptions) have been timely filed , the most recent actuarial reports, trust statements, insurance contracts, financial and assets statements, administrative services agreements and all correspondence with the appropriate Government Entities and distributed appropriately to participants and beneficiaries all regulatory authorities or other relevant Persons with respect to each Company Planany issues related to such Employee Plans which, as of the date hereof, is not resolved without further obligation or liability of the Company. No changes have occurred or are expected to occur which would affect the information contained in the actuarial reports, financial or asset statements required to be provided to Purchaser pursuant to the terms of this Section. No Employee Plan is subject to the Laws of any jurisdiction other than the United States or any State thereof. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 Company has not made an express or implied commitment to modify, change or terminate any Employee Plan other than a modification, change or termination required by Law. (“COBRA”ii) Except as provided in Schedule 3.02(s)(ii), including without limitation neither the notice and continuation Company nor any trade or business that is required to be aggregated with the Company under Code Section 414(o) or Section 4001 of coverage requirements, have been satisfied ERISA (an “ERISA Affiliate”) contributes to or has ever contributed to or has any liability or contingent liability with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is any “multiemployer plan” within the meaning of Section 3(37) of ERISA, a “multiple employer plan” within the meaning of Section 210 of ERISA or Code Section 413, a pension plan subject to such requirementsTitle IV of ERISA or Code Section 412, or a “welfare benefit fund” within the meaning of Code Section 419. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (fiii) Each Company Employee Plan that which is intended to be qualified under Section 401(a) of the Code Code, and the trust (if any) forming a part thereof, has received a favorable determination letter from the IRS that it is so qualified, and each related trust which is intended to be exempt from federal income Tax pursuant to Section 501(a) of the Code, has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter that would adversely affect such qualification, tax-preferred or tax exempt status, as the case may be. (iv) No Liability under Title IV or Section 302 of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full and no condition exists that presents a risk to the Company or any ERISA Affiliate of incurring any such Liability, other than Liabilities due to the Pension Benefit Guaranty Corporation (which premiums have been paid when due). No Employee Plan that is subject to a favorable IRS determination letter, and there are no facts Title IV of ERISA or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None of the Company Plans are, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV any trust established thereunder has failed to satisfy the applicable “minimum funding standard” as defined in Section 302 of ERISA and Section 412 of the Code, whether or (ii) a self-insured group health plannot waived, as of the last date of the most recent fiscal year of each such plan that ended prior to Closing. (gv) With respect to each Employee Plan in which employees of the Company participate, the Company is not currently liable for any Tax arising under Section 4971, 4972, 4975, 4976, 4978, 4979, 4980 or 4980B of the Code, and no fact or event exists which would give rise to any such Liability. The Company has not incurred any Liability under or arising out of ERISA, the Health Insurance Portability and Accountability Act of 1996 and the Family Medical Leave Act of 1993 and no fact or event exists that would result in such a Liability. None of the assets of the Company are the subject of any lien arising under ERISA or the Code and no fact or event exists which would give rise to any such lien. (vi) The Company has performed all of its obligations under the Employee Plans to the extent required by applicable Law. Each Employee Plan is now and has at all times prior to the date hereof been operated in all material respects in accordance with the requirements of all applicable Laws, including, without limitation, ERISA and the Code. Except as set forth on Section 4.15(gSchedule 3.02(s)(vi), the Financial Statements reflect accruals of all amounts of employer contributions and premiums accrued by the Company in respect of employees employed or Persons formerly employed by the Company but unpaid with respect to the Employee Plans as of the date of such statements. (vii) Except for claims for benefits arising in the ordinary course with respect to any Employee Plan, there are no claims, actions, suits, proceedings, investigations or hearings pending or, to the Company’s or the Management Sellers’ knowledge, threatened with respect to any Employee Plan or any fiduciary thereof, and there exists no condition or set of circumstances which could reasonably be expected to subject the Company to any Liability under the terms of or with respect to any Employee Plan or under ERISA, the Code, or applicable Law. (viii) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (whether alone or together with another event such as termination of employment) will (i) entitle any individual to severance pay, (ii) accelerate the time of payment or vesting under any Employee Plan or other agreement, (iii) trigger any funding (though a grantor trust or otherwise) of any compensation, severance or other benefit under any Employee Plan or other agreement to which the Company Disclosure Scheduleis a party, there has been no or (iv) increase the amount of compensation or benefits due to any individual. (ix) Each Employee Plan that is a “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable eventnonqualified deferred compensation plan” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21Code Section 409A(d)(1)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect and is subject to the administration or the investment requirements of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or Proceeding. (h) Except as specified on Section 4.15(h) of the Company Disclosure Schedule, (i) no Company is, nor will be, 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 vesting, or increase the amount, of any benefit or other compensation due to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G of the Code. (i) Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Code Section 409A of the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions of Code Section 409A and all guidance issued by the IRS or United States Department of the Code and Treasury Regulations promulgated thereunderTreasury.

Employee Plans. (a) Set forth in Section 4.15(aSchedule 5.18(a) of the Company Disclosure Schedule is contains a correct and complete and correct list of each Employee Plan established, sponsored, maintained, contributed to or required to be contributed to by any Group Company for the benefit of current or former employees of any Group Company or under which any Group Company has any current or contingent liability that is more than a de minimis amount with respect to any Person (each, a “Company Plan” and collectively, the “Company Plans”). Each Company Plan that is maintained primarily for the benefit of employees working outside of the United States shall be referred to herein as a “Non-U.S. Company Plan”. (b) The Group Companies have provided or made available to Purchaser, to the extent applicable, Buyers or their counsel with respect to each Company Plan a true and complete copy of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto, or if such Company Plan is unwritten, a written summary of its material terms, and to the extent applicable, (i) the plan document and all amendments thereto most recent determination letter from the Internal Revenue Service (or, in the case “IRS”) regarding the tax-qualified status of any unwritten such Company Plan a written summary thereof)and any other notices, letters or other correspondence, if any, received by the Group Companies from the IRS or the Department of Labor; (ii) the most recently disseminated recent financial statements for such Company Plan, if any; (iii) the most recent actuarial valuation report, if any; (iv) the current summary plan description and an explanation any summaries of any material plan modifications made after the date thereof, related thereto; and (iiiv) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Returns/Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan including all schedules and attachments, including the certified audit opinions, for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received from the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA Affiliatesyear. (c) Each Company Plan complies in form has been funded, maintained, established and has at all times been maintained and operated, administered in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated respects in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed is in compliance in all material respects with the appropriate Government Entities applicable provisions of ERISA, the Code and distributed appropriately to participants and beneficiaries with respect to each Company Planother applicable Laws. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are and payments required to have been made by applicable Law under or on account of any of the Company Plans have been made by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan due date thereof and all contributions for any period ending on or before the Closing Date that which are not yet due have been either made to each Employee Pension Benefit Plan or are properly accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with GAAP. (d) With respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified qualify under Section 401(a) of the Code Code, such plan, and its related trust, has received a determination letter (or opinion letters in the case of any prototype plans) from the IRS 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 the operation of any such Company Plan which could reasonably be expected to cause the loss of such qualification or exemption or the imposition on any Group Company of any material liability, penalty or tax under ERISA or the Code. With respect to the ▇▇▇▇▇▇▇ International 401(k) Profit Sharing Plan and Trust (the “401(k) Plan”), (i) as of the date of this Agreement, there are no participant loans outstanding thereunder, (ii) participation under the 401(k) Plan is limited solely to eligible persons, and (iii) since December 31, 2014, no employer matching contributions have been made under the 401(k) Plan. (e) No Company Plan is subject to a favorable IRS determination letterTitle IV or Section 302 of ERISA or Section 412, and there are no facts 430 or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None 4971 of the Code. No Group Company Plans areor any ERISA Affiliates of any Group Company has, and no Company has in the six (6) years prior to the date hereof, maintained an Employee Plan subject to Title IV of ERISA or Section 412 or Section 430 of the Code, or any Liability (including current or potential withdrawal Liability) with respect to, a “multiemployer plan (plan” within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the No event has occurred and no condition exists that would subject any Group Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or any liability under Title IV of ERISA or Section 412 or Section 430 of the Code by reason of its affiliation with an ERISA Affiliate or otherwise (ii) a self-insured group health planexcluding any liability as an ERISA Affiliate of the Buyers and their respective Subsidiaries and ERISA Affiliates from and after the Closing). (gf) Except as set forth on Section 4.15(g) Neither the execution and delivery of any Transaction Document nor the consummation of the transactions contemplated thereby will (either alone or in combination with another event) (i) result in any payments becoming due, or increase the amount of any compensation or benefits due, from any Group Company Disclosure Scheduleto any current or former employee, there has been no “prohibited transaction” (as defined in ERISA § 406 officer, director or Code § 4975) and no “reportable event” (within the meaning consultant of ERISA § 4043) has occurred, any Group Company or with respect to any Company Plan. No “fiduciary” ; (as defined in ERISA § 3(21)ii) has increase any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of benefits otherwise payable under any Company Plan or require any Group Company to adopt or institute any Employee Plan that would be a Company Plan if it were in existence on the date hereof; (other than routine claims for benefitsiii) is pending, threatened, or anticipated. To result in the Knowledge acceleration of the Company, there is no basis for any such Action or Proceeding. (h) Except as specified on Section 4.15(h) of the Company Disclosure Schedule, (i) no Company is, nor will be, 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 vesting, or increase the amount, vesting of any benefit such compensation or benefits; or (iv) except as provided by applicable Law, limit or restrict the Buyers from merging, amending or terminating any of the Company Plans without incurring any liability other compensation due to than ordinary administrative costs. (g) Neither the execution and delivery of any individual from Transaction Document nor the Company; and (ii) consummation of the transactions contemplated by this Agreement thereby will not be (either alone or in combination with another event) result in the direct or indirect cause payment of any amount paid that would, individually or payable by in combination with any Company being classified other such payment, not be deductible as an excess parachute payment under a result of Section 280G of the Code. (ia) Each No Group Company Plan that constitutes a nonqualified deferred compensation plan subject or, to the knowledge of the Sellers, any other “disqualified person” (within the meaning of Section 409A 4975 of the Code) or any “party in interest” (within the meaning of Section 3(14) of ERISA) has engaged in any “prohibited transaction” (within the meaning of Section 4975 of the Code or Section 406 of ERISA) with respect to any of the Company Plans that could subject any of the Company Plans, any Group Company or any current or former officer, director, manager or employee of any Group Company to a material penalty or Tax under ERISA or the Code. (eachb) There are no pending or, to the knowledge of the Sellers, threatened actions, claims or lawsuits against or relating to the Company Plans, the assets of any of the trusts under such plans or the plan sponsor or the plan administrator, or against any fiduciary of the Company Plans with respect to the operation of such Company Plans (other than routine benefits claims). (a) Except as required under Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code, any similar state Law or any other applicable Law, no Company Plan provides benefits or coverage in the nature of health, life or disability insurance following retirement or other termination of employment. (b) No equity holder of any Group Company nor, to the knowledge of the Sellers, any officer or director thereof, has made any promises or commitments, whether legally binding or not, to create any additional Employee Plan, or to modify or change any existing Company Plan (other than as contemplated by this Agreement or a “Section 409A”modification or change required by a Company Plan or applicable Law, including ERISA or the Code). (c) is All payments made by any Group Company or its Affiliates to current or former employees, partners, or Associated Partners, of any Group Company that have been denominated or otherwise treated by such Group Company as loans were properly characterized as such for Tax purposes and has all income Taxes, social security, unemployment and other Taxes in respect thereof (regardless of whether such payments were properly characterized as loans) have been operated duly and timely withheld, remitted and reported by such Group Company and its Affiliates in compliance with the provisions of Section 409A applicable Law as of the Code Closing Date, other than participant loans pursuant to any tax-qualified plan, no loans or other extensions of credit by any Group Company or its Affiliates to any current or former employees, partners, or Associated Partners of any Group Company or its Affiliates are outstanding. (d) Each Non-U.S. Company Plan (i) if intended to qualify for special tax treatment, meets in all material respects all requirements for such treatment, and Treasury Regulations promulgated thereunder(ii) if intended to be funded and/or book-reserved, is fully funded and/or book-reserved in accordance with GAAP, as appropriate, based upon reasonable actuarial assumptions. Except as required by applicable Law or maintained by a Governmental Entity, no Non-U.S. Company Plan is a defined benefit pension plan.

Employee Plans. (a) Set forth The Company has made available in the Data Room current, true, correct and complete copies of all material Company Employee Plans, as amended, or, if oral, a description thereof together with all related material documentation, including (i) the funding agreement (including any trust, insurance, record-keeping and other similar service provider Contracts); (ii) the most recent member booklets and brochures and (iii) all material, non-routine correspondence with any Governmental Entity in respect of a Company Employee Plan for the current year and the previous three (3) years. (b) Except as set out in Section 4.15(a29(b) of the Company Disclosure Schedule is a complete and correct list of each Company Plan. The Companies have made available to PurchaserLetter or would not, individually or in the aggregate, be material to the extent applicableCompany and its Subsidiaries, with respect to each Company Plan no amount that could be received (whether in cash or property or the vesting of property), as a result of the consummation of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional or subsequent event) (i) the plan document and all amendments thereto (or, has resulted or would result in the case payment of any unwritten Company Plan a written summary thereof)“excess parachute payment” within the meaning of section 280G of the Code (or any corresponding provision of state, local or foreign income Laws relating to Taxes) in connection with the Arrangement, or (ii) would not be deductible by reason of section 280G of the most recently disseminated summary plan description and Code or would be subject to an explanation of any material plan modifications made after the date thereof, (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” excise tax under Section 401 section 4999 of the Code, the most recent determination letter received from the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA Affiliates. (c) Each The Company Plan complies in form and has at all times been maintained and operatedhas, in all material respects, established, registered, communicated, invested, funded and administered each Company Employee Plan, including any associated trust, fund or other funding arrangement, in accordance with the requirements of all applicable Laws, including ERISA Law and the Code, if applicableapplicable Company Employee Plan terms. There have been no material non-compliance Tax or penalties imposed by a Governmental Entity in respect of any Company Employee Plan, and each no fact or circumstance exists that is reasonably likely to adversely affect the registered status or intended favourable Tax treatment of any Company Plan has been maintained and operated in accordance with its termsEmployee Plan. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Employee Plan that is an Employee Welfare Benefit Plan and that is subject to such requirementssection 409A or section 457A of the Code has been administered in material compliance with its terms and section 409A or section 457A of the Code, as applicable (including the operational and documentary requirements thereof) and all applicable regulatory guidance thereunder (including, notices, rulings and proposed and final regulations). Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, (i) no payment to be made under any Company Employee Plan is, or to the knowledge of the Company, will be, subject to the penalties of section 409A(a)(1) or section 457A of the Code; and (ii) neither the Company nor any of its Subsidiaries has any obligation to gross up, indemnify or otherwise reimburse any Person for any excise taxes, interest or penalties incurred pursuant to section 409A or section 457A of the Code. (e) All contributions (including all employer contributions and employee salary reduction contributions) that There are required no pending, or to have been made by applicable Law or by the terms knowledge of the applicable plan have been timely paid Company, threatened claims or proceedings (other than routine claims for benefits) in respect of any Company Employee Plan which could reasonably be expected to each result in any material liability to the Company Plan that or any of its Subsidiaries, and no audit or other proceeding by a Governmental Entity is an Employee Pension Benefit Plan and all contributions for any period ending on pending, or before to the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice knowledge of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid Company, threatened with respect to each any Company Plan that is an Employee Welfare Benefit Plan. (f) Except as set out in Section 29(f) of the Company Disclosure Letter and other than in the Ordinary Course, no commitments to improve or otherwise amend any Company Employee Plan have been made except as required by applicable Laws. (g) Neither the Company nor any of its Subsidiaries is an “ERISA Affiliate” (within the meaning of ERISA) in respect of any Person other than the Company or any of its Subsidiaries, and no claim or allegation respecting “ERISA Affiliate” status is pending or threatened. No Company Employee Plan is and neither the Company nor any of its Subsidiaries has any liability with respect to (i) a plan that is subject to section 302 or Title IV of ERISA or sections 412, 430 or 4971 of the Code; (ii) a multiemployer plan as defined under section 3(37) of ERISA; or (iii) a multiple employer welfare arrangement as defined in section 3(40) of ERISA. Each Company Employee Plan that is intended to be qualified under Section section 401(a) of the Code is subject to a favorable IRS determination letter, and there are no facts or circumstances that have affected or are likely to affect letter from the qualified status of such Company Plan. None of the Company Plans areInternal Revenue Service, and no Company event has occurred and no condition exists that could adversely affect or result in the revocation of any Liability (including current such determination or potential withdrawal Liability) with respect tocause the imposition of any material liability, a multiemployer plan (within the meaning of Section 3(37) penalty or 4001(a)(3) of ERISA) Tax under ERISA or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or Proceedingdetermination. (h) Except as specified on Section 4.15(h) of the Company Disclosure Schedule, (i) no Company is, nor will be, 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 vesting, or increase the amount, of any benefit or other compensation due to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G of the Code. (i) Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereunder.

Employee Plans. (a) Set forth in Section 4.15(a5.11(a) of the Company Disclosure Schedule is a Letter sets forth an accurate and complete and correct list of each all Company Plan. The Companies have made available to Purchaser, to the extent applicable, with Employee Benefit Plans. (b) With respect to each Company Plan Employee Benefit Plan, the Company has made available to Parent an accurate and complete copy of: (i) the each plan document document, including all amendments thereto, and all amendments thereto (or, in the case of any unwritten Company Plan a written summary thereof), related trusts; (ii) the most recently disseminated current summary plan description and an explanation of description, including any material plan modifications made after the date thereof, modifications; (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received (or if applicable, advisory or opinion letter) from the IRSInternal Revenue Service, if any, and any pending applications for a determination or opinion letter; and (viiiv) all related Contracts, insurance Contracts, and notices or other Contracts by which non-routine written correspondence regarding such Company Employee Benefit Plan is establishedbetween a plan fiduciary, operated, administeredthe Company, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA AffiliatesAffiliate and the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other Governmental Authority. (c) Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under “qualified” within the meaning of Section 401(a) of the Code is has been the subject to of a favorable IRS determination letterand up-to-date determination, advisory or opinion letter from the Internal Revenue Service on which the Company is entitled to rely, and there are no event has occurred, no condition, facts or circumstances exist that have affected or are likely would reasonably be expected to affect cause the qualified status loss of such Company Planqualification or the imposition of material liability, penalty or Tax under ERISA, the Code or other applicable Law. None All assets of the Company Employee Benefit Plans areconsist of cash or actively traded securities. (d) Each Company Employee Benefit Plan has been operated, established, maintained and no administered in all material respects in accordance with its terms and with all provisions of ERISA, the Code and other applicable Laws. (e) Neither the Company nor any Company Subsidiary has engaged in any Liability (including current or potential withdrawal Liability) with respect tonon-exempt prohibited transaction, a multiemployer plan (within the meaning of Section 3(37) 4975 of the Code or 4001(a)(3) Section 406 of ERISA) or a single employer pension plan , and, to the knowledge of the Company, no such prohibited transaction has occurred with respect to any Company Employee Benefit Plan. No fiduciary, within the meaning of Section 4001(a)(153(21) of ERISA. Except as required by COBRA, none of the Company Plans provide for has breached his or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, her fiduciary duty with respect to any a Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) Employee Benefit Plan or otherwise has any Liability for breach of fiduciary duty or any other failure to act or comply liability in connection with any acts taken (or failed to be taken) with respect to the administration or investment of the assets of any Company Employee Benefit Plan. . (f) No Action Company Employee Benefit Plan is (i) subject to Title IV of ERISA or Proceeding with respect to the administration or the investment Section 412 of the assets Code, (ii) a “multiemployer plan” within the meaning of Section 3(37) of ERISA, (iii) a “multiple employer plan” within the meaning of Section 4063 or 4064 of ERISA, (iv) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA) or (v) any Company Plan (health or other than routine claims for benefits) welfare arrangement that is pendingself-insured, threatened, or anticipated. To the Knowledge and none of the Company, there any Company Subsidiary or any ERISA Affiliate of the Company or any Company Subsidiary has ever sponsored, maintained, contributed to, been required to contribute to, or had any obligations or incurred any liability under any plan described in the foregoing clauses (i) through (v). No Company Employee Benefit Plan is no basis or has ever been, or currently funds or has ever been funded by, a “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code or other funding arrangement for the provision of welfare benefits. (g) Neither the Company nor any Company Subsidiary offers, or has any liability or obligation to provide life, health or medical benefits or insurance coverage to any individual, or to the dependent of any individual, for any such Action period extending beyond the termination of the individual’s employment, except to the extent required by the Consolidated Omnibus Budget Reconciliation Act of 1985 or Proceedingsimilar provisions of state Law for which the individual pays for the full cost of coverage. (h) Except Neither the execution and delivery of this Agreement nor the consummation of the Transactions, alone or in combination with any other event (such as specified on Section 4.15(ha termination of employment), will (i) result in any payment becoming due, or increase the amount of any compensation due, to any current or former employee or other service provider of the Company Disclosure Scheduleor any Company Subsidiary, (iii) no result in any payment becoming due under any Company isEmployee Benefit Plan, nor will be(iii) increase any benefits otherwise payable under any Company Employee Benefit Plan, obligated to pay separation(iv) except as provided in Section 4.4, severance, termination or similar benefits as a result in the acceleration of any transaction contemplated by this Agreement, nor will any such transaction accelerate the time of payment or vesting, or increase the amount, vesting of any benefit compensation or other compensation due to any individual from benefits, (v) result in the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause payment of any amount paid that would, individually or payable by in combination with any other such payment, reasonably be expected to constitute an “excess parachute payment,” as defined in Section 280G(b)(1) of the Code, (vi) result in the triggering or imposition of any restrictions or limitations on the rights of the Company or any Company being classified as an excess parachute Subsidiary to amend or terminate any Company Employee Benefit Plan or (vii) entitle the recipient of any payment or benefit to receive a “gross up” payment for any income or other Taxes, including under Section 280G 409A or Section 4999 of the Code. (i) All Company Stock Options and all other equity or equity-based awards granted under any Stock Plan have been granted in accordance with the terms of the applicable Stock Plan and have been administered in accordance with the terms of the applicable award agreement. Each Company Stock Option has an exercise price that is no less than the fair market value of the underlying Company Common Stock on the date of grant, as determined in accordance with Section 409A of the Code, and is otherwise exempt from Section 409A of the Code. Each Company Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies. The Company has made available to Parent accurate and complete copies of (i) each Stock Plan, (ii) the forms of standard award agreement under the Stock Plans, (iii) copies of any award agreements that materially deviate from such forms and (iv) a list of all outstanding equity and equity-based awards granted under any Stock Plan, together with the recipient and the material terms of each such award (including but not limited to grant date, exercise price, vesting terms, form of award, expiration date, and number of shares underlying such award). The treatment of the Company Stock Options under this Agreement does not violate the terms of the Stock Plans or any Contract governing the terms of such awards and will not cause adverse tax consequences under Section 409A of the Code. (j) At all times, the ESPP has qualified as an “employee stock purchase plan” under Section 423 of the Code, and has been administered in accordance with its terms and all applicable Laws. All options to purchase shares under the ESPP (now outstanding or previously exercised or forfeited) have satisfied applicable Law, including the requirements of Section 423 of the Code. (k) Each Company Employee Benefit Plan or other arrangement that constitutes a “nonqualified deferred compensation plan plan” subject to Section 409A of the Code (each, a “Section 409A”) is and has been written, executed and operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations the regulations promulgated thereunder. (l) No Company Employee Benefit Plan is subject to any Laws other than those of the United States or any state, county, or municipality in the United States, nor is any Company Employee Benefit Plan maintained outside of the United States or for the benefit of employees, directors, consultants or other independent contractors located outside of the United States, and neither the Company nor any Company Subsidiary contributes to or has any obligation to contribute to any scheme, plan or arrangement mandated by a government other than the United States federal government. (m) Other than routine claims for benefits, no actions, investigations, suits, or claims with respect to any Company Employee Benefit Plan are pending or, to the knowledge of the Company, threatened, and there are no facts that reasonably would be expected to give rise to any such actions, suit or claims against any Company Employee Benefit Plan, any fiduciary with respect to a Company Employee Benefit Plan or the assets of a Company Employee Benefit Plan. (n) There has been no amendment to, or written interpretation of or announcement by the Company or any of its Affiliates relating to, or change in employee participation or coverage under, any Company Employee Benefit Plan that would materially increase the expense of maintaining such Company Employee Benefit Plan above the level of expense incurred in respect thereof for the most recent fiscal year ending prior to the Closing Date. (o) For each Company Employee Benefit Plan, all contributions, premiums and payments that have become due through the date hereof have been made within the time periods prescribed by the terms of such plan and applicable Law.

Employee Plans. (a) Set forth in Section 4.15(aSchedule 3.1(27)(a) of the Company Disclosure Schedule is a complete and correct list of each Company PlanLetter lists all material Employee Plans. The Companies have made available to PurchaserCompany has disclosed in the Data Room true, to the extent applicablecorrect and complete copies of all such material Employee Plans, with respect to each Company Plan (i) the plan document and all amendments thereto as amended (or, in the case of any unwritten Company Plan a where oral, written summary thereof), (ii) the most recently disseminated summary plan description and an explanation of any material plan modifications made after the date thereof, (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 summaries of the Code, the most recent determination letter received from the IRS, and (viimaterial terms thereof) together with all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Planmaterial documentation thereof. (b) Other than Each material Employee Plan is and has been established, registered, qualified, funded and administered in all material respects in accordance with Law and in accordance with their terms. No fact or circumstance exists which could adversely affect the other Companies, neither the Seller nor registered or qualified status of any Company has any ERISA Affiliatessuch material Employee Plan. (c) Each All contributions or premiums required to be made or paid by the Company or any of its Subsidiaries, as the case may be, under the terms of each Employee Plan complies or by Law have been made in form a timely fashion in accordance with Law and has at all times been maintained and operated, in all material respects, in accordance with the requirements terms of the applicable Employee Plan. All liabilities of the Company (whether accrued, absolute, contingent or otherwise) related to all applicable Laws, including ERISA Employee Plans have been fully and the Code, if applicable, and each Company Plan has been maintained and operated accurately described in accordance with its termsIFRS in the Company’s audited consolidated financial statements as at and for the fiscal years ended December 31, 2018 and 2017. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements None of the Consolidated Omnibus Budget Reconciliation Act Employee Plans provide for retiree benefits or for benefits to retired employees or to the beneficiaries or dependents of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirementsretired employees. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by To the terms knowledge of the applicable plan have been timely paid to each Company Company, no Employee Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under Section 401(a) of the Code is subject to a favorable IRS determination letter, and there are no facts or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None of the Company Plans are, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required Proceeding initiated by COBRA, none of the Company Plans provide for or promise retiree medical, disabilityany Governmental Entity, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or by any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan party (other than routine claims for benefits). (f) is pending, threatened, No Employee Plan applies to or anticipated. To the Knowledge permits participation by employers that are not affiliates of the Company, there including any multi-employer pension plan as such term is defined under the Pension Benefits Act (Ontario) or any similar plan for purposes of pension standards legislation of another jurisdiction. (g) No Employee Plan provides pensions, superannuation benefits, retirement savings or top-up or supplemental pensions of any kind. For greater certainty, no basis for any such Action Employee Plan is a “registered pension plan”, “profit sharing plan”, “retirement compensation arrangement”, or Proceedinga “retirement savings plan” as those terms are defined in the Tax Act. (h) Except as specified on Section 4.15(h) for the Share Option Plan, the Legacy Unit Plan and the DSU Plan, the execution of this Agreement and the completion of the Company Disclosure Scheduletransactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any payment (whether of severance pay or otherwise), (i) no Company is, nor will be, 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 acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or increase the amount, of any benefit or other compensation due obligation to fund benefits with respect to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct Company Employee or indirect cause of any amount paid former Company Employee or payable by any Company being classified as an excess parachute payment under Section 280G of the Codetheir beneficiaries. (i) Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereunder.

Employee Plans. (a) Set forth in Section 4.15(aSchedule 3.19(a) of the Company Disclosure Schedule is contains a correct and complete and correct list of identifying each Company Employee Plan. The Companies have Company has made available to Purchaser, to Buyer in Section 7 of the extent applicable, with respect to each Company Plan Data Site: (i) the plan document complete copies of each Employee Plan and all amendments thereto (or, in the case of any unwritten Company Plan a written summary thereof)thereto, (ii) the most recently disseminated summary plan description and an explanation of any material plan modifications made after the date thereofrecent annual report (Form Series 5500), if applicable, prepared in connection therewith, (iii) the trust agreementmost recent summary plan description, if any, required under ERISA with respect to each Employee Plan and (iv) the three (3) most recent Form 5500 Annual Reportsall material written contracts, (v) non-discrimination testing results on instruments or agreements relating to each Company’s 401(k) Plan for the three (3) most recent plan yearsEmployee Plan, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Codeincluding, the most recent determination letter received from the IRSif applicable, administrative service agreements and (vii) all related Contracts, group insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plancontracts. (b) Other than None of the other CompaniesCompany, neither any ERISA Affiliate or any of their respective predecessors sponsors, maintains or contributes to, has in the Seller nor any Company past six years sponsored, maintained or contributed to or been required to contribute to, or directly or indirectly, has any ERISA Affiliatesliability with respect to any Employee Plan that is a defined benefit arrangement (other than any such arrangement mandated by Applicable Law), whether or not subject to Title IV of ERISA. (c) Each Company Plan complies None of the Company, any ERISA Affiliate or any of their respective predecessors contributes to, has in form and the past six years contributed to or been required to contribute to, or directly or indirectly, has at all times been maintained and operated, any liability with respect to any “multiemployer plan,” as defined in all material respects, in accordance with the requirements Section 3(37) of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its termsERISA. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Each Employee Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that which is intended to be qualified under Section 401(a) of the Code is subject to has received a favorable IRS determination letter, and there are or has pending or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to the Knowledge of the Company, no facts or circumstances exist that have affected would reasonably cause such determination letter to be revoked or are likely not be reissued. The Company has made available to affect the qualified status of such Company Plan. None Buyer in Section 7.9.1 of the Company Plans are, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none Data Site copies of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, most recent Internal Revenue Service determination letters with respect to any Company each such Employee Plan. No “fiduciary” (as defined Each Employee Plan complies in ERISA § 3(21)) all material respects in form and has any Liability for breach of fiduciary duty or any other failure to act or comply been maintained in connection all material respects in compliance with its terms and with the administration or investment of requirements prescribed by any and all statutes, orders, rules and regulations, including ERISA and the assets of any Company Code, which are applicable to such Employee Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there no events have occurred with respect to any Employee Plan that have subjected or could subject the Company or any Company Subsidiary to any material excise taxes under Sections 4972, 4975, 4976, 4977, 4979, 4980B, 4980D, 4980E or 5000 of the Code or to a material penalty under Section 502 of ERISA. (e) Except as disclosed in Schedule 3.19(e), neither the Company nor any Company Subsidiary has any current or projected liability in respect of post-employment or retirement health or life insurance benefits for former or current employees of the Company or any Company Subsidiary, except as required of it to avoid excise tax under Section 4980B of the Code. (f) Except as disclosed in Schedule 3.18, no Employee Plan presently is under audit or investigation by the Internal Revenue Service, the Department of Labor or other Governmental Authority. (g) Except to the extent reflected as a liability on the Balance Sheet, the Company has no basis for outstanding obligations with respect to contributions and premium payments, if any, required under any such Action or ProceedingEmployee Plan. (h) Except as specified on Section 4.15(h) There is no pending or, to the Knowledge of the Company Disclosure ScheduleCompany, threatened material claim relating to any Employee Plan, other than routine claims for benefits provided for under such Employee Plan. (i) no Company isExcept as disclosed in Schedule 3.19(i), nor will be, obligated to pay separation, severance, termination or similar benefits as a result the execution and performance of any transaction contemplated by this Agreement, 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 from the Company; and (ii) the transactions contemplated by this Agreement will not be (either alone or upon the direct or indirect cause occurrence of any additional or subsequent event) constitute an event under any Employee Plan that will result in any payment (whether of severance pay or otherwise), acceleration, vesting or increase in benefits with respect to any current or former employee, consultant, agent or director of the Company or any Company Subsidiary. Except as disclosed in Schedule 3.19(i), no amount paid could be received (whether in cash or payable property or the vesting of property) by any employee, officer, director or other service provided or stockholder of the Company being classified or a Company Subsidiary who is a “disqualified individual” (as an excess parachute payment under such term is defined in Treasury Regulation Section 1.280G-1), which could result in a nondeductible expense pursuant to Section 280G of the Code to the Company or any Company Subsidiary or an excise tax pursuant to Section 4999 of the Code to the recipient of any such amount. No Employee Plan or other agreement provides ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇ with any amount of additional compensation if such individual is provided amounts subject to excise or additional taxes imposed under Sections 409A or 4999 of the Code. (ij) Each Neither the Company nor any ERISA Affiliate has any unfunded liabilities pursuant to any Employee Plan that which is not intended to be qualified under Section 401(a) of the Code but which is an employee pension benefit plan (within the meaning of Section 3(2) of ERISA) or is not subject to ERISA but constitutes a nonqualified deferred compensation plan or an excess benefit plan. (k) The Company is not a party to, or otherwise subject to Section 409A to, any collective bargaining agreement or other labor union contract. To the Knowledge of the Code (eachCompany, a “Section 409A”) is and no petition has been operated in compliance with the provisions filed or proceeding instituted by an employee or group of Section 409A employees of the Code Company with any labor relations board seeking recognition of a bargaining representative. There are no actual, pending, or to the Knowledge of the Company, threatened organizing activities by or on behalf of any trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent, with respect to any employees of the Company. (l) Except as would not reasonably be expected to be material to the Company and Treasury Regulations promulgated thereunderthe Company Subsidiaries, taken as a whole, (i) any individual who performs services for the Company or any Company Subsidiary and who is not treated as an employee for federal income tax purposes by the Company or any Company Subsidiary is not an employee under applicable law for any purpose, including for tax withholding purposes or Employee Plan purposes, (ii) the Company and each Company Subsidiary has withheld and paid over to the appropriate taxing authority all amounts that it was required to withhold from employees and others, (iii) neither the Company nor any Company Subsidiary has any liability by reason of an individual who performs or performed services for the Company or any Company Subsidiary in any capacity being improperly excluded from participating in an Employee Plan, and (iv) each of the employees of the Company or any Company Subsidiary has been properly classified by the Company or any Company Subsidiary as “exempt” or “non-exempt” under applicable law.

Employee Plans. (a) Set forth in Section 4.15(a4.11(a) of the Company Disclosure Schedule is a Letter sets forth an accurate and complete and correct list of each all Company Plan. The Companies have made available to Purchaser, to the extent applicable, with Employee Benefit Plans. (b) With respect to each Company Plan Employee Benefit Plan, the Company has made available to Parent an accurate and complete copy of (as applicable): (i) the each plan document document, including all amendments thereto, and all amendments thereto (or, in the case of any unwritten Company Plan a written summary thereof), related trusts agreements; (ii) the most recently disseminated current summary plan description description, including any summaries of material modifications, all summaries of benefits and an explanation of coverage, and any other summaries or material plan modifications made after the date thereof, employee communications; (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received (or if applicable, advisory or opinion letter) from the IRSInternal Revenue Service, if any, and any pending applications for a determination or opinion letter; (iv) the annual reports on Forms 5500 for the last three plan years to the extent required under applicable Law; (v) any actuarial valuations; (vi) material Contracts including insurance contracts and administrative services agreements, as applicable; and (vii) all related Contracts, insurance Contracts, and notices or other Contracts by which non-routine written correspondence regarding such Company Employee Benefit Plan is establishedbetween a plan fiduciary, operatedthe Company or any ERISA Affiliate and the Internal Revenue Service, administeredDepartment of Labor, Pension Benefit Guarantee Corporation, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than other Governmental Authority in the other Companies, neither the Seller nor any Company has any ERISA Affiliateslast three years. (c) Each Company Employee Benefit Plan complies in form that is intended to be “qualified” within the meaning of Section 401(a) of the Code has been the subject of a favorable and up-to-date determination, advisory or opinion letter from the Internal Revenue Service on which the Company is entitled to rely, and, to the knowledge of the Company, no event has at all times been maintained and operatedoccurred, in all no condition, facts or circumstances exist that would reasonably be expected to cause the loss of such qualification or the imposition of material respectsliability, in accordance with penalty or Tax under ERISA, the requirements Code or other applicable Law. All assets of all applicable Laws, including ERISA and the CodeCompany Employee Benefit Plans, if applicable, and each Company Plan has been maintained and operated in accordance with its termsconsist of cash or actively traded securities. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan has been operated, established, maintained and that is subject to such requirementsadministered in all material respects in accordance with its terms and with all provisions of ERISA, the Code and other applicable Laws. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by The Company has not engaged in any non-exempt prohibited transaction, within the terms meaning of Section 4975 of the applicable plan have been timely paid Code or Section 406 of ERISA that would be reasonably expected to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending result in the imposition of material liability, penalty or Tax on or before the Closing Date that are not yet due have been either made Company, and, to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice knowledge of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid Company, no such prohibited transaction has occurred with respect to each any Company Plan that is an Employee Welfare Benefit Plan. (f) Each No Company Employee Benefit Plan that is intended (i) subject to be qualified under Title IV of ERISA, Section 401(a) 302 of ERISA, or Section 412 of the Code is subject to Code, (ii) a favorable IRS determination letter, and there are no facts or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None of the Company Plans are, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a “multiemployer plan (plan” within the meaning of Section 3(37) or 4001(a)(3) of ERISA, (iii) or a single “multiple employer pension plan plan” within the meaning of Section 4001(a)(154063 or 4064 of ERISA or a plan subject to Section 413(c) of ERISA. Except the Code, (iv) a “multiple employer welfare arrangement” (as required by COBRAdefined in Section 3(40) of ERISA or applicable state law) or (v) any health or other welfare arrangement that is self-insured, none and neither the Company nor any ERISA Affiliate of the Company Plans provide for or promise retiree medicalhas ever sponsored, disabilitymaintained, contributed to, been required to contribute to, or life insurance benefitshad any obligations or incurred any liability under any plan described in the foregoing clauses (i) through (v). No Company Employee Benefit Plan is (ior has ever been, or currently funds or has ever been funded by, a “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) a defined benefit plan or subject to Section 412 of the Code or Title IV other funding arrangement for the provision of ERISA or (ii) a self-insured group health planwelfare benefits. (g) Except The Company does not offer, or have any liability or obligation to provide life, health or medical benefits or insurance coverage to any individual, or to the dependent of any individual, for any period extending beyond the termination of the individual’s employment, except to the extent required by the Consolidated Omnibus Budget Reconciliation Act of 1985 or similar provisions of state Law for which the individual pays for the full cost of coverage or for a limited period of time following a termination of employment pursuant to the terms of an existing employment, severance or similar agreement, in each case, (i) in effect as of the date hereof and (ii) set forth on Section 4.15(g4.11(a) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or ProceedingLetter. (h) Except as specified on Section 4.15(h) Neither the execution and delivery of this Agreement nor the consummation of the Company Disclosure ScheduleTransactions, alone or in combination with any other event (such as a termination of employment), will (i) no Company isresult in any payment becoming due, nor will be, obligated to pay separation, severance, termination or similar benefits as a result increase the amount of any transaction contemplated by this Agreementcompensation due, nor will to any such transaction accelerate current or former employee or other service provider of the Company; (ii) result in any payment becoming due under any Company Employee Benefit Plan; (iii) increase any benefits otherwise payable under any Company Employee Benefit Plan; (iv) except as provided in Section 3.4, result in the acceleration of the time of payment or vesting, or increase the amount, vesting of any benefit compensation or other compensation due to any individual from benefits; or (v) result in the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause payment of any amount paid that would, individually or payable by in combination with any other such payment, reasonably be expected to constitute an “excess parachute payment,” as defined in Section 280G(b)(1) of the Code; (vi) result in the triggering or imposition of any restrictions or limitations on the rights of the Company to amend or terminate any Company being classified as an excess parachute Employee Benefit Plan, or (vii) entitle the recipient of any payment or benefit to receive a “gross up” payment for any income or other Taxes, including under Section 280G 409A or Section 4999 of the Code. The Company does not have any obligation to pay any “gross up” or other reimbursement payment for any income or other Taxes, including under Section 409A or Section 4999 of the Code. (i) All Company Stock Options, Company RSUs, and all other equity or equity-based awards granted under any Stock Plan have been granted in all material respects in accordance with the terms of the applicable Stock Plan and have been administered in all material respects in accordance with the terms of the applicable award agreement. Each Company Stock Option has an exercise price that is no less than the fair market value of the underlying Company Common Stock on the date of grant, as determined in accordance with Section 409A of the Code, and is otherwise exempt from Section 409A of the Code. Each Company Stock Option (or option to purchase Company Common Stock that has previously been exercised) intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies. The Company has made available to Parent accurate and complete copies of (i) each Stock Plan; (ii) the forms of standard award agreement under the Stock Plans; (iii) copies of any award agreements that materially deviate from such forms and (iv) a list of all outstanding equity and equity-based awards granted under any Stock Plan, together with the recipient and the material terms of each such award (including but not limited to grant date, exercise price, vesting terms, form of award, expiration date, and number of shares underlying such award). (j) At all times, the ESPP has qualified as an “employee stock purchase plan” under Section 423 of the Code, and has been administered in all material respects in accordance with its terms and all applicable Laws. All options to purchase shares under the ESPP (now outstanding or previously exercised or forfeited) have satisfied applicable Law, including the requirements of Section 423 of the Code. (k) Each Company Employee Benefit Plan or other arrangement that constitutes a “nonqualified deferred compensation plan plan” subject to Section 409A of the Code (each, a “Section 409A”) is and has been written, executed and operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations the regulations promulgated thereunder. (l) No Company Employee Benefit Plan is subject to any Laws other than those of the United States or any state, county, or municipality in the United States, nor is any Company Employee Benefit Plan maintained outside of the United States or for the benefit of employees, directors, consultants or other independent contractors located outside of the United States, and the Company does not contribute to or have any obligation to contribute to any scheme, plan or arrangement mandated by a government other than the United States federal government. (m) Other than routine claims for benefits, no actions, investigations, suits, or claims with respect to any Company Employee Benefit Plan are pending or, to the knowledge of the Company, threatened, and, to the knowledge of the Company, there are no facts that reasonably would be expected to give rise to any such actions, suit or claims against any Company Employee Benefit Plan, or, to the knowledge of the Company, any fiduciary with respect to a Company Employee Benefit Plan or the assets of a Company Employee Benefit Plan. (n) There has been no amendment to, or written interpretation of or announcement by the Company relating to, or change in employee participation or coverage under, any Company Employee Benefit Plan that would materially increase the expense of maintaining such Company Employee Benefit Plan above the level of expense incurred in respect thereof for the most recent fiscal year ending prior to the Closing Date. (o) For each Company Employee Benefit Plan, all contributions, premiums and payments have been made or accrued in accordance with the terms of such plan and applicable Law.

Employee Plans. (a) Set forth in Section 4.15(a5.11(a) of the Company Disclosure Schedule is a Letter sets forth an accurate and complete and correct list of each all Company Plan. The Companies have made available to Purchaser, to the extent applicable, with Employee Benefit Plans. (b) With respect to each Company Plan Employee Benefit Plan, the Company has made available to Parent an accurate and complete copy of: (i) the each plan document document, including all amendments thereto, and all amendments thereto (orrelated trusts or service agreements, in and written summaries of the case material terms of any all unwritten Company Plan a written summary thereof)Employee Benefit Plans, (ii) the three most recently disseminated summary plan description and an explanation of any material plan modifications made after the date thereofrecent annual reports (Form 5500 Series) for each Company Employee Benefit Plan that is subject to such reporting requirements, (iii) the trust agreementcurrent summary plan description, including any material modifications, or any written summary provided to participants with respect to any plan for which no summary plan description exists, and any other material employee communications (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received (or if applicable, advisory or opinion letter) from the IRSInternal Revenue Service, if any, and any pending applications for a determination or opinion letter and (viiv) all related Contracts, insurance Contracts, and notices or other Contracts by which written correspondence regarding such Company Employee Benefit Plan is establishedbetween a plan fiduciary, operated, administeredthe Company, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA AffiliatesAffiliate and the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other Governmental Authority. (c) Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under “qualified” within the meaning of Section 401(a) of the Code is has been the subject to of a favorable IRS determination letterand up-to-date determination, advisory or opinion letter from the Internal Revenue Service on which the Company is entitled to rely, and there are no event has occurred, no condition, facts or circumstances exist that have affected or are likely would reasonably be expected to affect cause the qualified status loss of such Company Planqualification or the imposition of material liability, penalty or Tax under ERISA, the Code or other applicable Law. None Except as set forth in Section 5.11(c) of the Company Disclosure Letter, all assets of the Company Employee Benefit Plans areconsist of cash or actively traded securities. (d) Each Company Employee Benefit Plan has been operated, established, maintained and no administered in all material respects in accordance with its terms and with all provisions of ERISA, the Code and other applicable Laws. (e) Neither the Company nor the Company Subsidiary has engaged in any Liability (including current or potential withdrawal Liability) with respect tonon-exempt material prohibited transaction, a multiemployer plan (within the meaning of Section 3(37) 4975 of the Code or 4001(a)(3) Section 406 of ERISA) or a single employer pension plan , and, to the knowledge of the Company, no such prohibited transaction has occurred with respect to any Company Employee Benefit Plan. No fiduciary, within the meaning of Section 4001(a)(153(21) of ERISA. Except as required by COBRA, none of the Company Plans provide for has breached his or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, her fiduciary duty with respect to any a Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) Employee Benefit Plan or otherwise has any Liability for breach of fiduciary duty or any other failure to act or comply liability in connection with any acts taken (or failed to be taken) with respect to the administration or investment of the assets of any Company Employee Benefit Plan. . (f) No Action Company Employee Benefit Plan is subject to Title IV of ERISA or Proceeding with respect to the administration or the investment Section 412 of the assets of any Company Plan (other than routine claims for benefits) is pending, threatenedCode, or anticipated. To is a “multiemployer plan” within the Knowledge meaning of Section 3(37) of ERISA or a “multiple employer plan” within the meaning of Section 4063 or 4064 of ERISA, and none of the Company, there is no basis the Company Subsidiary or any ERISA Affiliate of the Company or the Company Subsidiary has ever sponsored, maintained, contributed to, been required to contribute to, or had any obligations or incurred any liability under any plan that is, or was, subject to Title IV of ERISA or Section 412 of the Code, or is, or was, a “multiemployer plan” within the meaning of Section 3(37) of ERISA. Neither the Company nor the Company Subsidiary would reasonably be expected to have any material liability under a “multiple employer plan” within the meaning of Section 4063 and 4064 of ERISA or Section 413(c) of the Code. (g) Neither the Company nor the Company Subsidiary offers, has any liability or obligation to provide life, health or medical benefits or insurance coverage to any individual, or to the dependent of any individual, for any such Action period extending beyond the termination of the individual’s employment, except to the extent required by the Consolidated Omnibus Budget Reconciliation Act of 1985 or Proceedingsimilar provisions of state Law. (h) Except as specified on set forth in Section 4.15(h5.11(h) of the Company Disclosure ScheduleLetter, neither the execution and delivery of this Agreement nor the consummation of the Transactions, alone or in combination with any other event (such as a termination of employment) will (i) no Company isresult in any payment becoming due, nor will be, obligated to pay separation, severance, termination or similar benefits as a result increase the amount of any transaction contemplated by this Agreementcompensation due, nor will to any such transaction accelerate employee or former employee of the Company or the Company Subsidiary, (ii) result in any payment becoming due under any Company Employee Benefit Plan, (iii) increase any benefits otherwise payable under any Company Employee Benefit Plan, (iv) except as provided in Section 4.4, result in the acceleration of the time of payment or vesting, or increase the amount, vesting of any such compensation or benefits, (v) result in the payment of any amount that would, individually or in combination with any other such payment, constitute an “excess parachute payment,” as defined in Section 280G(b)(1) of the Code, (vi) result in the triggering or imposition of any restrictions or limitations on the rights of the Company or the Company Subsidiary to amend or terminate any Company Employee Benefit Plan or (vii) entitle the recipient of any payment or benefit to receive a “gross up” payment for any income or other compensation due Taxes that might be owed with respect to any individual such payment or benefit. (i) All Company Stock Options and Company RSUs have been granted in accordance with the terms of the applicable Stock Plan and applicable Law. Each Company Stock Option has an exercise price that is no less than the fair market value of the underlying Company Common Stock on the date of grant, as determined in accordance with Section 409A of the Code, and is otherwise exempt from Section 409A of the Company; Code. The Company has made available to Parent accurate and complete copies of (i) the forms of standard award agreement under the Stock Plans and (ii) copies of any award agreements that materially deviate from such forms. The treatment of the transactions contemplated by Company Stock Options and Company RSUs under this Agreement does not violate the terms of the Stock Plans or any Contract governing the terms of such awards and will not be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment adverse tax consequences under Section 280G 409A of the Code. (ij) Each No Company Employee Benefit Plan is subject to any Laws other than those of the United States or any state, county, or municipality in the United States, nor is maintained outside of the United States or for the benefit of employees located outside of the United States, and neither the Company nor the Company Subsidiary contributes to or has any obligation to contribute to any scheme, plan or arrangement mandated by a government other than the United States federal government. (k) Other than routine claims for benefits, no actions, investigations, suits, or claims with respect to any Company Employee Benefit Plan are pending or, to the knowledge of the Company, threatened, and there are no facts that reasonably would be expected to give rise to any such actions, suit or claims against any Company Employee Benefit Plan, any fiduciary with respect to a Company Employee Benefit Plan or the assets of a Company Employee Benefit Plan. (l) There has been no amendment to, or written interpretation of or announcement by the Company or any of its Affiliates relating to, or change in employee participation or coverage under, any Company Employee Benefit Plan that constitutes a nonqualified deferred compensation plan subject would materially increase the expense of maintaining such Company Employee Benefit Plan above the level of expense incurred in respect thereof for the most recent fiscal year ending prior to Section 409A of the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereunderClosing Date.

Employee Plans. (a) Set Except as set forth in Section 4.15(aon Schedule 6.2(i) of the Company Intek Disclosure Schedule is a complete Schedules, all employee benefit, welfare, bonus, deferred compensation, pension, profit sharing, stock option, employee stock ownership, consulting, severance, or fringe benefit plans, formal or informal, written or oral, and correct list all trust agreements related thereto, relating to any present or former directors, officers or employees of each Company Plan. The Companies Intek or any Intek Subsidiary (collectively, "Intek Employee Plans") have made available to Purchaserbeen maintained, operated, and administered in substantial compliance with their terms and currently comply, and have at all relevant times complied, in all material respects with ERISA and the Code, to the extent applicable, with and any other applicable laws. With respect to each Company Plan (i) the plan document and all amendments thereto (or, in the case of any unwritten Company Plan a written summary thereof), (ii) the most recently disseminated summary plan description and an explanation of any material plan modifications made after the date thereof, (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Intek Employee Plan which is a pension plan (as defined in Section 3(2) of ERISA), except as set forth in Schedule 6.2(i) of the Intek Disclosure Schedules: each pension plan as amended (and any trust relating thereto) intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received from the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA Affiliates. (c) Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under Section 401(a) of the Code either has been determined by the Internal Revenue Service ("IRS") to be so qualified or is the subject to of a favorable IRS pending application for such determination letterthat was timely filed, there is no accumulated funding deficiency (as defined in Section 302 of ERISA and there are no facts or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None Section 412 of the Company Plans areCode), whether or not waived, and no Company waiver of the minimum funding standards of such sections has been requested from the IRS, no reportable event described in Section 4043 of ERISA has occurred, no defined benefit plan has been terminated, nor has the Pension Benefit Guaranty Corporation instituted proceedings to terminate a defined benefit plan or to appoint a trustee or administrator of a defined benefit plan, and no circumstances exist that constitute grounds under Section 4042 of ERISA entitling the Pension Benefit Guaranty Corporation to institute any Liability (including current or potential withdrawal Liability) such proceedings, no pension plan is a "multiemployer plan" and as of the last day of the most recent plan year which ended prior to the date hereof and for which an actuarial valuation has been issued by the plan's actuary, with respect to, to each defined benefit plan which is a multiemployer plan "single-employer plan" (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none ) the actuarially determined present value of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined all "benefit plan or subject to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” liabilities" (within the meaning of Section 4001(a)(16) of ERISA), as determined on the basis of the actuarial assumptions contained in the plan's most recent actuarial valuation, did not exceed the then current value of the assets of the plan and there has been no material change in the financial condition of the plan since the last day of the most recent plan year. No liability under subtitle C or D of Title IV of ERISA § 4043) has occurred, been incurred by Intek or any Intek Subsidiary with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending"single-employer plan", threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or Proceeding. (h) Except as specified on Section 4.15(h) of the Company Disclosure Schedule, (i) no Company is, nor will be, 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 vesting, or increase the amount, of any benefit or other compensation due to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable formerly maintained by any Company being classified as an excess parachute payment of them or by any entity which is considered one employer with Intek under Section 280G 4001 of ERISA or Section 414 of the Code. (i) Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code (each, a “Section 409A”) is and has been operated in compliance with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereunder.

Employee Plans. (a) Set forth in Section 4.15(a3.15(a) of the Company Disclosure Schedule is Schedules sets forth a true and complete and correct list of each Company Plan. The Companies have made available to Purchaser, to the extent applicable, all material Employee Benefit Plans; provided that with respect to offer letters or employment agreements, Section 3.15(a) of the Company Disclosure Schedules sets forth each form of offer letter or employment agreement and any other offer letter or employment agreement that materially deviates from a form. With respect to each material Employee Benefit Plan, the Company Plan has provided SLAM with (i) true and complete copies of the documents pursuant to which the plan document is established, maintained, funded and all amendments thereto (or, in the case of any unwritten Company Plan a written summary thereof)administered, (ii) the most recently disseminated summary plan description and an explanation of any material plan modifications made after the date thereof, (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Codeif applicable, the most recent IRS determination letter received from the IRSor opinion letter, and (viiiii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create non-routine correspondence with any additional Company Plan or modify or change any existing Company PlanGovernmental Entity. (b) Other than No Employee Benefit Plan is, and the other Companies, neither the Seller nor any Company has no Liability with respect to or under: (i) a Multiemployer Plan; (ii) a “defined benefit plan” (as defined in Section 3(35) of ERISA, whether or not subject to ERISA) or a plan that is or was subject to Section 302 or Title IV of ERISA or Section 412 or 430 of the Code; (iii) a “multiple employer plan” within the meaning of Section of 413(c) of the Code or Section 210 of ERISA; or (iv) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. No Employee Benefit Plan provides, and the Company has no Liability to provide any ERISA Affiliatesretiree, post-ownership or post-service health or life insurance or other welfare-type benefits to any Person other than health continuation coverage pursuant to COBRA or similar state Law. The Company has no Liability by reason of at any time being considered a single employer under Section 414 of the Code with any other Person. (c) Each Company Employee Benefit Plan complies in form is and has at all times been maintained established, maintained, funded, operated and operated, administered in all material respects, respects in accordance compliance with the requirements of all its terms and applicable LawsLaw, including ERISA and the CodeCode and no event has occurred and no condition exists, if applicablethat has subjected, and each or could reasonably be expected to subject, the Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (includingto any material tax, without limitationfine, Form 5500 Annual Reportslien, summary annual reportspenalty or other material liability imposed by ERISA, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company PlanCode or any other applicable Law. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an No Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under Section 401(a) of the Code is subject to a favorable IRS determination letterCode. The Company has not incurred (whether or not assessed), and there are no facts could not reasonably be expected to incur, any material penalty or circumstances that have affected Tax under Sections 4980H, 4980B, 4980D, 6721 or are likely to affect the qualified status of such Company Plan. None 6722 of the Company Plans are, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health planCode. (gd) Except as set forth There are no pending or, to the Company’s knowledge, threatened claims or Proceedings on Section 4.15(g) behalf of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect relating to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Employee Benefit Plan (other than routine claims for benefits) is pending, threatened, or anticipated). To There have been no non-exempt “prohibited transactions” within the Knowledge meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA and no breaches of fiduciary duty (as determined under ERISA) with respect to any Employee Benefit Plan, except as would not result in material liability to the Company. With respect to each Employee Benefit Plan, there is no basis for all contributions, distributions, reimbursements and premium payments that are due have been timely made and any such Action amounts not yet due have been paid or Proceedingproperly accrued. (he) Except as specified on Section 4.15(h) The execution and delivery of this Agreement and the Company Disclosure Schedule, (i) no Company is, nor will be, obligated to pay separation, severance, termination or similar benefits as a result consummation of any transaction contemplated by this Agreement, 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 from the Company; and (ii) the transactions contemplated by this Agreement will not be (alone or in combination with any other event) (i) result in any payment or benefit becoming due to or result in the direct or indirect cause forgiveness of any indebtedness of any current or former director, officer, employee, individual independent contractor or other service provider of the Company or any of its Subsidiaries, (ii) increase the amount paid of any compensation or benefits payable by to any current or former director, officer, employee, individual independent contractor or other service provider of the Company being classified as or any of its Subsidiaries, (iii) result in the acceleration of the time of payment or vesting, trigger any payment or funding of any compensation or benefits or increase any amount payable to any current or former director, officer, employee, individual independent contractor or other service provider of the Company or any of its Subsidiaries, (iv) limit or restrict the right of the Company or any of its Subsidiaries to merge, amend or terminate any Employee Benefit Plan or (v) result in an “excess parachute payment under payment” within the meaning of Section 280G of the Code or an excise tax under Section 4999 of the Code. (if) Each Company Employee Benefit Plan that constitutes is or forms part of a “nonqualified deferred compensation plan subject to plan” within the meaning of Section 409A of the Code (each, a “Section 409A”) is and has at all relevant times been operated in compliance with in all material respects with, and the provisions Company and its Subsidiaries have complied in all material respects in practice and operations with, all applicable requirements of Section 409A of the Code and Treasury Regulations promulgated applicable guidance thereunder. (g) Neither the Company nor any of its Subsidiaries have any obligation to make a “gross-up” or similar payment, indemnify or otherwise reimburse any current or former director, manager, officer, employee, individual independent contractor or other service providers of the Company or any of its Subsidiaries for any taxes that may become payable under Section 4999 or 409A of the Code or otherwise. (h) The Company has no material Liability by reason of any Person being improperly excluded from participating in or being improperly allowed to participate in any Employee Benefit Plan. (i) With respect to each Employee Benefit Plan that is subject to the Laws of a jurisdiction other than the United States (whether or not United States Law also applies) (a “Non-U.S. Plan”): (i) all employer and employee contributions to each Non-U.S. Plan required by Law or by the terms of such Non-U.S. Plan have been timely made, or, if applicable, accrued in accordance with normal accounting practices; (ii) each Non-U.S. Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities, (iii) no Non-U.S. Plan is a defined benefit plan (as defined in ERISA, whether or not subject to ERISA); and (iv) there are no unfunded or underfunded Liabilities with respect to any Non-U.S. Plan.

Employee Plans. (a) Set forth in Section 4.15(a) 3.9 of the Seller Disclosure Letter sets forth all Company Disclosure Schedule is a complete Employee Benefit Plans and correct list of Business Employee Agreements (collectively, the “Company Plans”). (b) With respect to each Company Plan. The Companies have made available to Purchaser, Employee Benefit Plan and each Disclosed Scheme (to the extent applicable), with respect the Company has made available to each Company Plan Buyer a true, correct and complete copy of: (i) each written Company Employee Benefit Plan and the plan document currently governing each Disclosed Scheme (except for personal pension plans referred to in paragraph (d) of the definition of “Disclosed Schemes”) and all material amendments thereto (orthereto, in the case of any unwritten Company Plan a written summary thereof), if any; (ii) the most recently disseminated recent Annual Report (Form 5500 Series) including all applicable schedules, if any; (iii) the current summary plan description and an explanation of any material modifications thereto, if any, or any written summary provided to participants with respect to any plan modifications made after the date thereof, (iii) the trust agreement, for which no summary plan description exists; (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received (or if applicable, advisory or opinion letter) from the IRSInternal Revenue Service, if any; and (viiv) all related Contracts, insurance Contracts, and other Contracts by which material notices given to such Company Plan is establishedEmployee Benefit Plan, operated, administeredthe Company, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA AffiliatesAffiliate by the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other governmental agency relating to such Company Employee Benefit Plan. (c) Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under “qualified” within the meaning of Section 401(a) of the Code is has been the subject to of a favorable IRS determination letter (or, if applicable, advisory or opinion letter) from the Internal Revenue Service that has not been revoked (or if not determined to be so qualified, such Company Employee Benefit Plan may still be amended within the remedial amendment period to cure any qualification defect to the extent permitted by Law), and there are to the Knowledge of Seller, no facts or circumstances event has occurred and no condition exists that have affected or are likely would reasonably be expected to materially adversely affect the qualified status of any such Company Plan. None Employee Benefit Plan or the imposition of any material liability, penalty or Tax under ERISA or the Code. (d) (i) Each Company Employee Benefit Plan has been operated and administered in all material respects in accordance with its provisions and in compliance in all material respects with all applicable Law, including the provisions of ERISA and the Code; and (ii) all payments and contributions required to be made under the terms of any Company Employee Benefit Plan have been made or the amount of such payment or contribution obligation has been reflected in the Company Financial Statements. (e) No Company Employee Benefit Plan provides for a “gross-up” or similar payment in respect of any Taxes that may become payable under Sections 409A or 4999 of the Code. (f) Neither the Company nor any Company Subsidiary, either currently or at any time since that date which is six (6) years prior to the Agreement Date, maintains or maintained, contributes or contributed to, sponsors or sponsored or otherwise has or has had, or may have, any liability (including any contingent liability by virtue of the Company Plans arebeing part of a controlled group of corporations with Seller as provided in Section 414 of the Code), and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is to (i) a multiemployer plan as defined benefit plan in Section 3(37) of ERISA, or (ii) an Employee Benefit Plan subject to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health planSections 412 or 430 of the Code. (g) Except as set forth on Section 4.15(g3.9(g) of the Company Seller Disclosure ScheduleLetter, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) the execution and no “reportable event” (within the meaning performance of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or Proceeding. (h) Except as specified on Section 4.15(h) of the Company Disclosure Schedule, this Agreement will not (i) no constitute a stated triggering event under any Company isEmployee Benefit Plan or Business Employee Agreement that will result in any payment (whether of severance pay or otherwise) becoming due to any Business Employee, nor will be, obligated to pay separation, severance, termination or similar benefits as a result of any transaction contemplated by this Agreement, nor will any such transaction (ii) accelerate the time of payment or vesting, vesting or increase the amount, amount of any benefit or other compensation due to under any Company Employee Benefit Plan or Business Employee Agreement, (iii) cause any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct to accrue or indirect cause receive additional benefits, service or accelerated rights to payment of any amount paid or payable by benefits under any Company being classified Employee Benefit Plan or Business Employee Agreement, or (iv) directly or indirectly cause the Company or any Company Subsidiary to transfer or set aside any assets to fund or otherwise provide for benefits for any individual. Except as an excess parachute payment set forth on Section 3.9(g) of the Seller Disclosure Letter, there are no contracts or arrangements providing for payments that could cause the loss of a deduction to the Company or any Company Subsidiary under Section 280G of the Code. (h) Except as set forth on Section 3.9(h) of the Seller Disclosure Letter, neither the Company nor any Company Subsidiary provides, nor since December 31, 2011 provided, coverage under any welfare plan (as such term is defined under Section 3(1) of ERISA) to any of their retirees, other than any continuation or conversion coverage which any such retiree may have purchased at his or her own expense. (i) Each There have been no statements, either written or oral, or materials provided, in each case by any officer of Seller, the Company Plan that constitutes a nonqualified deferred compensation plan subject or any Company Subsidiary to Section 409A any employee or former employee of the Code Company or any Company Subsidiary that provide for a contract or promise regarding offers of employment or terms and conditions of employment with the Buyer following the Closing other than negotiations with respect to the Key Employee Agreements or statements that are consistent with the employment provisions of this Agreement, including Section 5.7. (eachj) Save for the Disclosed Schemes, there is not in operation by the UK Subsidiary and there has not been, to the Knowledge of the Seller, in operation by the UK Subsidiary any plan, scheme, agreement, arrangement, custom or practice (whether legally enforceable or not or whether or not it is a “Section 409A”registered pension scheme within the meaning of Chapter 2 of the Finance Act 2004) is for the payment of any pensions, allowances, lump sum or other like benefits payable on retirement, death, termination of employment, sickness or disablement for the benefit of any of the current or former employees or directors of the UK Subsidiary. (k) All contributions, fees, charges, levies and expenses which are payable by the UK Subsidiary in respect of the Disclosed Schemes and which have fallen due to be paid have been duly paid in accordance with material applicable Law. (l) To the Knowledge of Seller, the Disclosed Schemes have been administered in all material respects in accordance with applicable Law. (m) The Disclosed Schemes are registered pension schemes within the meaning of Chapter 2 of the Finance ▇▇▇ ▇▇▇▇. (n) Since December 31, 2011, no claim or complaint has been operated made or litigation commenced against the UK Subsidiary or Seller (or, to the Knowledge of Seller, any other person whom the UK Subsidiary or the Seller are liable to indemnify or compensate) in compliance with the provisions respect of Section 409A any matter arising out of the Code Disclosed Schemes, and Treasury to the Knowledge of Seller, no such claim or complaint is currently threatened. (o) All benefits (other than a refund of contributions with interest where appropriate, spouses' death in service and ill health early retirement pensions) payable from the Disclosed Schemes on the death of a member while in service, or during a period of sickness or disability of a member, are fully insured under a policy effected with an insurance company to which section 275 of the Finance ▇▇▇ ▇▇▇▇ applies. All such insurance premiums due in respect of the Disclosed Schemes have been paid. (p) The Disclosed Schemes provide only money purchase benefits as defined in section 181 of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇. (q) Since December 31, 2011, and to the Knowledge of the Seller in respect of the period prior to December 31, 2011, the UK Subsidiary has complied in all material respects with its obligations relating to stakeholder pension schemes including under the Welfare Reform and Pensions ▇▇▇ ▇▇▇▇ and the Stakeholder Pension Schemes Regulations promulgated thereunder2000 (S.I. 2000 No. 1403). (r) Since December 31, 2011, the UK Subsidiary has complied in all material respects with its obligations relating to automatic enrolment including under the Pensions ▇▇▇ ▇▇▇▇. (s) Since December 31, 2011, and to the Knowledge of the Seller in respect of the period prior to December 31, 2011, none of the employees of the UK Subsidiary have been transferred to it in connection with a business transfer to which the Transfer of Undertakings (Protection of Employment) Regulations 1981 (SI 1981/1794) and the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/ 246) may have applied. (t) No circumstances exist in relating to the UK Subsidiary which would reasonably be expected to result in the UK Subsidiary or Buyer becoming liable under sections 38 to 51 of the Pensions ▇▇▇ ▇▇▇▇ including: (i) To pay any sum specified by a contribution notice as defined in section 38 of the Pensions ▇▇▇ ▇▇▇▇; and/or (ii) Under a financial support direction as defined in section 43 of the Pensions ▇▇▇ ▇▇▇▇.

Employee Plans. (a) Set forth in Section 4.15(a4.14(a) of the Company Disclosure Schedule sets forth a list of all material Employee Plans. None of the Employee Plans has undergone within the last six years or is undergoing an audit or investigation (nor has notice been received of a potential audit or examination) by either the IRS, the United States Department of Labor or any other Authority. (b) With respect to each Employee Plan, complete and correct list copies of each Company Plan. The Companies all material documents have been made available to Purchaser, to including the extent applicable, with respect to each Company Plan (i) the plan document and all amendments thereto (or, in the case of any unwritten Company Plan a written summary thereof), (ii) the most recently disseminated summary plan description and an explanation of any material plan modifications made after the date thereof, (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, documents or written agreements thereof and the most recent determination letter received from the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal summary plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA Affiliatesdescriptions. (c) Each Company Plan complies in form and With respect to each Employee Plan: (i) each has at all times been maintained and operated, administered in all material respects, respects in accordance compliance with the requirements of its terms and with all applicable Laws, including ERISA and the Code; (ii) no Legal Actions (other than routine claims for benefits) are pending, if applicableor to the Company’s Knowledge threatened; (iii) all material premiums, and each Company contributions, or other payments required to have been made by Law or under the terms of any Employee Plan has or any Contract or agreement relating thereto as of the Closing Date have been maintained and operated made or properly accrued in accordance with GAAP; (iv) all material reports, returns and similar documents required to be filed with any Authority or distributed to any plan participant have been duly filed or distributed; and (v) no “prohibited transaction” or “reportable event” has occurred within the meaning of the applicable provisions of ERISA or the Code that could reasonably be expected to result in a material liability to the Company or Purchaser or any of its termsAffiliates. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with With respect to each Employee Plan intended to qualify under Section 401(a) of the Code, (i) the IRS has issued a favorable determination letter or opinion letter or advisory letter upon which the Company is entitled to rely under IRS pronouncements, and (ii) no such determination letter, opinion letter or advisory letter has been revoked nor to the Company’s Knowledge, has revocation been threatened and, no event has occurred since the date of such qualification or exemption that would reasonably be expected to adversely affect such qualification or exemption. (e) No Employee Plan is nor was within the past six years, nor do Seller, the Company or any of their ERISA Affiliates have or reasonably expect to have any liability or obligation under (i) any employee benefit plan subject to Section 412 of the Code or Section 302 or Title IV of ERISA; or (ii) any Multiemployer Plan. (f) The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or in combination with another event) (i) entitle any current or former employee, consultant, officer or director of the Company to severance pay, (ii) result in any payment from the Company or any of the Company’s Affiliates becoming due, or increase the amount of any compensation due, to any current or former employee, officer, director or consultant of the Company, (iii) increase any benefits otherwise payable under any Employee Plan, (iv) result in the acceleration of the time of payment or vesting of any compensation or benefits from the Company or any of the Company’s Affiliates to any current or former employee, officer, director or consultant of the Company or (v) result in any forgiveness of indebtedness, trigger any funding obligation under any Employee Plan or impose any restrictions or limitations on the Company’s right to administer, amend or terminate any Employee Plan. (g) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or in combination with another event) result in any payment or deemed payment (whether in cash, property, the vesting of property or otherwise) to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) that could reasonably be construed, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). The requirements No Person is entitled to receive any additional payment (including any tax gross-up or other payment) from the Company or its Affiliates 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) No Employee Plan provides health, medical, or death benefits to current or former employees of the Company beyond their retirement or other termination of service, other than coverage mandated by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are or as required to have been made by applicable Law or by avoid the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified excise Tax under Section 401(a) of the Code is subject to a favorable IRS determination letter, and there are no facts or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None of the Company Plans are, and no Company has any Liability (including current or potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (i) a defined benefit plan or subject to Section 412 of the Code or Title IV of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such Action or Proceeding. (h) Except as specified on Section 4.15(h) of the Company Disclosure Schedule, (i) no Company is, nor will be, 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 vesting, or increase the amount, of any benefit or other compensation due to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G 4980B of the Code, or coverage mandated by any similar state group health plan continuation Law, the cost of which is fully paid by such current or former employees or their dependents. (i) Each The Company and each Employee Plan that constitutes is a nonqualified deferred compensation plan subject to “group health plan” as defined in Section 409A 733(a)(1) of the Code ERISA (each, a “Section 409AHealth Plan”) (i) is and has been operated currently in compliance compliance, in all material respects, with the provisions of Section 409A of the Code Patient Protection and Treasury Regulations promulgated thereunderAffordable Care Act, Pub.

Employee Plans. (a) Set forth in Section 4.15(a3.9(a) of the Company Disclosure Schedule is Schedules sets forth a complete and correct accurate list as of the Agreement Date of each current material Company Plan. The Companies have Plan (other than: (i) any offer letter or other employment Contract that (A) is terminable “at-will” or following a notice period imposed by applicable Law and, in each case, does not provide for severance, retention, change of control, transaction or similar bonuses or similar types of payments other than severance payments or advance notice of termination periods required to be made by the Company or any Company Subsidiaries under applicable foreign Law) and (B) does not deviate in any material respect from the form of offer letter or form employment Contract made available to Purchaser, Parent prior to the extent applicableAgreement Date, with (ii) any consulting services Contract that is terminable upon thirty (30) days’ notice or less without further payment, liability or obligation, or (iii) any individual equity award grant notice or award agreement on the Company’s standard forms of equity award grant notice and agreement in the forms made available to Parent). (b) With respect to each Company Plan set forth on Section 3.9(a) of the Company Disclosure Schedules, the Company has made available to Parent a true and correct copy of, as applicable: (i) the plan document each written Company Plan and all amendments thereto (thereto, if any, or, in the case of with respect to any unwritten Company Plan Plan, a written summary of the material terms thereof), ; (ii) the most recently disseminated current summary plan description of each Company Employee Benefit Plan and an explanation of any material modifications thereto, if any, or any written summary provided to participants with respect to any plan modifications made after the date thereof, for which no summary plan description exists; (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received (or if applicable, advisory or opinion letter) from the IRSInternal Revenue Service or other Governmental Authority; (iv) the most recent annual report on Form 5500 or such similar report, and statement or information return required to be filed with or delivered to any Governmental Authority, if any; (viiv) all related Contractsmaterial notices given to the administrator of such Company Employee Benefit Plan, insurance Contractsthe Company, and any of the Company Subsidiaries or any Company ERISA Affiliate by the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other Contracts by which Governmental Authority with respect to such Company Plan is establishedsince January 1, operated, administered, 2023; and (vi) the most recent financial statements and actuarial or funded. No other valuation reports provided to the Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA Affiliateswith respect thereto. (c) Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to be qualified under “qualified” within the meaning of Section 401(a) of the Code is has been the subject to of a favorable IRS determination letter (or, if applicable, advisory or opinion letter) from the Internal Revenue Service that has not been revoked or meets the requirements for such treatment and, to the Knowledge of the Company, no event has occurred and there are no facts or circumstances condition exists that have affected or are likely would reasonably be expected to materially and adversely affect the qualified status of any such Company Plan. None Employee Benefit Plan or result in the imposition of any material liability, penalty or Tax under ERISA or the Code. (d) Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) each Company Plan has been established, maintained, funded and administered in accordance with its provisions and in compliance with all applicable provisions of ERISA and the Code and other applicable Law; and (ii) to the Knowledge of the Company, all payments and contributions required to be made under or with respect to any Company Plans arePlan have been timely made or the amount of such payment or contribution obligation has been reflected in the Company SEC Reports which are publicly available prior to the Agreement Date. (e) Neither the Company nor any Company ERISA Affiliate maintains, and no Company sponsors, contributes to, or has any Liability (including current liability or potential withdrawal Liability) obligation with respect to, a any (i) “defined benefit plan” as defined in Section 3(35) of ERISA (whether or not subject to ERISA), (ii) “multiemployer plan (within the meaning of plan” as defined in Section 3(37) or 4001(a)(3) of ERISA, (iii) multiple employer plan (as described in Section 413(c) of Code), or a single (iv) “multiple employer pension plan within the meaning of welfare arrangement” (as defined in Section 4001(a)(153(40) of ERISA. Except as required by COBRA, none of the Company Plans provide for or promise retiree medical, disability, or life insurance benefits). No Company Plan is (i) a defined benefit plan provides for retiree, post-employment, or subject to post-service health or other welfare benefits, except as required by Section 412 4980B of the Code Code. (f) No Company Plan provides for a “gross-up” or Title IV similar payment or reimbursement, and no current or former employee, officer, director or other individual service provider of ERISA the Company or (ii) the Company Subsidiaries has a self-insured group health planright to indemnification, in respect of any Taxes that may become payable under Sections 409A or 4999 of the Code. (g) Except as set forth on Section 4.15(g3.9(g) of the Company Disclosure ScheduleSchedules, there has been no “prohibited transaction” neither the execution and delivery of this Agreement, nor the consummation of the Transactions, either alone or in combination with another event, could: (as defined i) entitle any current or former employee, officer, director or other individual service provider of the Company or the Company Subsidiaries (or any dependent or beneficiary thereof) to any payment of compensation or benefits (whether in ERISA § 406 cash, property or Code § 4975the vesting of property); (ii) and no “reportable event” increase the amount of compensation or benefits due or payable to any such person set forth in the preceding clause (within i); (iii) accelerate the meaning vesting, funding or time of ERISA § 4043payment of any compensation, equity award or other benefit; (iv) has occurred, with respect require a contribution by the Company or any Company Subsidiary to any Company Plan. No “fiduciary” ; (as defined in ERISA § 3(21)v) has any Liability for breach restrict the ability of fiduciary duty the Company or any other failure Company Subsidiary to act merge, amend or comply in connection with the administration or investment of the assets of terminate any Company Plan. No Action ; or Proceeding with respect to (vi) result in the administration or the investment of the assets forgiveness of any Company Plan (other than routine claims for benefits) is pending, threatened, employee or anticipated. To the Knowledge of the Company, there is no basis for any such Action or Proceedingservice provider loan. (h) Except as specified on Section 4.15(h) No payment or benefit, individually or together with any other payment or benefit, that could be received (whether in cash, property or the vesting of the Company Disclosure Scheduleproperty), (i) no Company is, nor will be, obligated to pay separation, severance, termination or similar benefits as a result of the Transactions, either alone or in combination with another event, by any transaction contemplated by this Agreementcurrent or former employee, nor will any such transaction accelerate the time of payment or vestingofficer, or increase the amount, of any benefit director or other compensation due to any individual from service provider of the Company; and (ii) Company or the transactions contemplated by this Agreement will Company Subsidiaries would not be the direct or indirect cause deductible by reason of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G of the Code or would be subject to an excise tax under Section 4999 of the Code. (i) Each Without limiting the generality of the other provisions of this Section 3.9, with respect to each Company Plan that constitutes a nonqualified deferred compensation plan is subject to Section 409A the Laws of a jurisdiction other than the Code United States (each, a “Section 409ANon-U.S. Plan”): except as would not reasonably be expected to have a Company Material Adverse Effect, (i) is each Non-U.S. Plan required to be registered has been registered and has been operated maintained in compliance good standing in all material respects with applicable regulatory authorities, (ii) each Non-U.S. Plan intended to receive favorable tax treatment under applicable tax Laws has been qualified or similarly determined to satisfy the requirements of such Laws, and (iii) no Non-U.S. Plan is a defined benefit plan, and (iv) no Non-U.S. Plan has any material unfunded liabilities, nor are such unfunded liabilities reasonably expected to arise in connection with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereundertransactions contemplated by this Agreement.