Common use of Employees and Labor Matters Clause in Contracts

Employees and Labor Matters. (a) Schedule 5.20(a) of the Disclosure Schedules is a true, ----------------- accurate and complete list containing the name, current position and work location, of each Relevant Employee on the date of this Agreement. Schedule -------- 5.20 (a) will be modified at the Closing to reflect all changes in Schedule ------ -------- 5.20 (a) after the date of this Agreement through the Closing; provided, however, ------- such final Schedule 5.20 (a) shall be agreed upon and initialed by Seller and ---------------- Buyer prior to inclusion in this Agreement, any changes shall be subject to Seller's representation and warranty in Section 5.19 above and Seller's covenant in Section 7.1 below, and such revised schedule shall indicate all changes from the Schedule initially attached to this Agreement. A separate schedule listing the compensation, including incentive plans, for each Relevant Employee has been provided to Buyer and is incorporated into this Section 5.20 by reference. (b) Except as set forth in Schedule 5.20(b). all Relevant ----------------- Employees are employees-at-will; and, except as set forth in Schedule 5.20(b). ---------------- no Relevant Employee is a party to any employment agreement or similar contractual arrangement; (c) Seller is not a party to any labor contract relating to its Business, and no strike, slowdown, picketing, work stoppage, labor arbitration or Proceeding in respect of the grievance of any Relevant Employee is pending or threatened, and no labor organizational activity or other labor dispute against or affecting the Agronomy or Seedway Division, is pending or, to the Knowledge of Seller, threatened; (d) All salaries, wages and other compensation (including bonuses, commissions and overtime), sick leave, severance pay and vacation benefits for all Relevant Employees for all periods through the date of this Agreement and up to the Closing Date will be paid in the ordinary course of business on or after the date of this Agreement and Closing Date, respectively; (e) Seller has maintained and continues to maintain, true, accurate and complete payroll, personnel and time records for purposes of compliance with all federal and state minimum wage and overtime laws and right to work laws, including, without limitation, adequate documentation of the applicability of exemptions under such laws; (f) Seller is in substantial compliance with all Legal Requirements relating to all Relevant Employees with respect to: (i) terms and conditions of employment, (ii) wages and hours and (iii) any Legal Requirement or governmental program designed to provide safe and healthful working conditions, and to reduce occupational safety and health hazards; and (g) Except as set forth in Schedule 5.20(g). there are no ----------------- pending or threatened, and during the last five (5) years have not been any, formal employment-related Proceedings against Seller relating to any Relevant Employees or any Employee Benefit Plans (other than routine claims for benefits), including, but not limited to, violations of the Age Discrimination in Employment Act of 1967, the Americans With Disabilities Act of 1990, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Civil Rights Acts of 1866, 1964, 1971 and 1991, the Family and medical Leave Act, the Fair Labor Standards Act, ERISA, the Code, the Occupational Safety and Health Act, and any other federal, state or local employment-related Legal Requirements.

Employees and Labor Matters. (a) Schedule 5.20(aTo the Knowledge of Sellers and the Acquired Companies, no executive, key employee, or group of employees has any plans to terminate employment with the Acquired Companies. Except as disclosed in Section 4.21(a) of the Disclosure Schedules is Schedule, to the Knowledge of Sellers and the Acquired Companies, no employee has any claim, or basis for any claim, against the Acquired Companies that would reasonably be expected to result in a truematerial Liability of any Acquired Company. (b) Section 4.21(b) of the Disclosure Schedule contains a list of (i) all full, ----------------- accurate part-time and complete list containing hourly employees of the nameAcquired Companies as of a date not more than ten (10) days prior to the date of this Agreement (the “Employees”), current position (ii) all consultants and work locationother independent contractors to the Acquired Companies who have rendered services material to the business of the Acquired Companies within the last twelve (12) months, and (iii) the directors, executive officers and any advisory board members of the Acquired Companies, if any, including an organizational chart of each. Section 4.21(b) of the Disclosure Schedule also sets forth for each Relevant Employee on the following information as of a date not more than ten (10) days prior to the date of this Agreement. Schedule -------- 5.20 : (av) title (if manager level or above), (w) base or hourly compensation, (x) accrued and unused vacation and sick pay (to the extent such vacation and sick pay constitutes an obligation which will be modified at due and payable upon termination of such employee), (y) any severance obligation of the Closing to reflect all changes in Schedule ------ -------- 5.20 (a) after Acquired Companies which may result upon consummation of the date of this Agreement through the Closing; provided, however, ------- such final Schedule 5.20 (a) shall be agreed upon and initialed transactions contemplated by Seller and ---------------- Buyer prior to inclusion in this Agreement, any changes shall be subject and (z) bonuses paid or accrued with respect to Seller's representation and warranty the current fiscal year in Section 5.19 above and Seller's covenant in Section 7.1 below, and such revised schedule shall indicate the aggregate for all changes from the Schedule initially attached to this AgreementEmployees. A separate schedule listing the compensation, including incentive plans, for each Relevant Employee has been provided to Buyer and is incorporated into this Section 5.20 by reference. (b) Except as set forth in Schedule 5.20(b). all Relevant ----------------- Employees are employees-at-will; andon Section 4.21(b) of the Disclosure Schedule, and except as set forth in Schedule 5.20(b). ---------------- no Relevant Employee provided by Law, the employment of all persons presently employed or retained by each Acquired Company is a party to any employment agreement or similar contractual arrangement;terminable at will. (c) Seller is Since January 1, 2007, the Acquired Companies have not a party to experienced any labor contract relating to its Business, and no strike, slowdown, picketing, work stoppage, labor arbitration or Proceeding in respect of the grievance of any Relevant Employee is pending or threatenedslow-down, and no labor organizational activity picket, strike, lock-out or other labor dispute against disturbance, nor is any such work stoppage, slow-down, picket, strike, lock-out or affecting the Agronomy or Seedway Division, is pending other labor disturbance presently occurring or, to the Knowledge of SellerSellers and the Acquired Companies, threatened;Threatened. To the Knowledge of Sellers and the Acquired Companies, (i) there are no organizational efforts presently being made or Threatened by or on behalf of any labor union with respect to any Employees, and (ii) since January 1, 2007, no union or other labor organization has attempted to organize any current or former employees of the Acquired Companies. Neither Sellers, the Acquired Companies nor to their Knowledge any of the ERISA Affiliates are or were a party to any collective bargaining agreement. (d) All salariesExcept as disclosed in Section 4.21(d) of the Disclosure Schedule, wages there are no claims, controversies, labor disturbances, investigations, Proceedings or complaints pending or, to Knowledge of Sellers and the Acquired Companies, Threatened, by any Governmental Authority, any Employees, any party or parties representing any of such Employees, or any former employer of a current Employee, against the Acquired Companies before any court, arbitrator or other compensation tribunal. There are no unfair labor practice charges, charges of discrimination, wrongful termination or other similar complaints pending against the Acquired Companies involving employees now or previously employed by the Acquired Companies that would have a Material Adverse Effect, nor, to the Knowledge of Sellers and the Acquired Companies, do any facts or circumstances exist that could provide a reasonable basis for the same. (including bonusese) There has not been with respect to any Acquired Company (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar state, commissions and overtime)local or foreign Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, sick leaveor (ii) a “mass layoff” (as defined in the WARN Act, severance pay and vacation benefits for all Relevant Employees for all periods through or any similar state, local or foreign Law) affecting any site of employment or facility. None of the employees of any Acquired Company has suffered an “employment loss” (as defined in the WARN Act or any similar state, local or foreign Law) during the ninety-day period prior to the date of this Agreement and up to the Closing Date will be paid in the ordinary course of business on or after the date of this Agreement and Closing Date, respectively; (e) Seller has maintained and continues to maintain, true, accurate and complete payroll, personnel and time records for purposes of compliance with all federal and state minimum wage and overtime laws and right to work laws, including, without limitation, adequate documentation of the applicability of exemptions under such laws; (f) Seller is in substantial compliance with all Legal Requirements relating to all Relevant Employees with respect to: (i) terms and conditions of employment, (ii) wages and hours and (iii) any Legal Requirement or governmental program designed to provide safe and healthful working conditions, and to reduce occupational safety and health hazards; and (g) Except as set forth in Schedule 5.20(g). there are no ----------------- pending or threatened, and during the last five (5) years have not been any, formal employment-related Proceedings against Seller relating to any Relevant Employees or any Employee Benefit Plans (other than routine claims for benefits), including, but not limited to, violations of the Age Discrimination in Employment Act of 1967, the Americans With Disabilities Act of 1990, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Civil Rights Acts of 1866, 1964, 1971 and 1991, the Family and medical Leave Act, the Fair Labor Standards Act, ERISA, the Code, the Occupational Safety and Health Act, and any other federal, state or local employment-related Legal RequirementsAgreement.

Employees and Labor Matters. (a) Schedule 5.20(aSECTION 3.19(a) OF THE COMPANY DISCLOSURE SCHEDULE sets forth, with respect to each employee of the Disclosure Schedules Company (including any employee of the Company who is on a trueleave of absence or on layoff status subject to recall) (i) the name of such employee and the date as of which such employee was originally hired by the Company or a Subsidiary, ----------------- accurate and complete list containing whether the name, current position and work location, employee is on an active or inactive status; (ii) such employee's title; (iii) such employee's annualized compensation as of each Relevant Employee on the date of this Agreement. Schedule -------- 5.20 , including base salary, sick leave, long-service leave, bonus and/or commission potential, equity vesting schedule, severance pay potential, and any other compensation forms; (aiv) will be modified each current benefit plan in which such employee participates or is eligible to participate; (v) any governmental authorization that is held by such employee and that is used in connection with the Company's business; (vi) such employee's accrued annual leave, accrued sick leave and accrued long service leave entitlements as at the Closing Date; and (vii) the period of notice required to reflect all changes in Schedule ------ -------- 5.20 (a) after the date of this Agreement through the Closing; provided, however, ------- terminate such final Schedule 5.20 (a) shall be agreed upon and initialed by Seller and ---------------- Buyer prior to inclusion in this Agreement, any changes shall be subject to Selleremployee's representation and warranty in Section 5.19 above and Seller's covenant in Section 7.1 below, and such revised schedule shall indicate all changes from the Schedule initially attached to this Agreement. A separate schedule listing the compensation, including incentive plans, for each Relevant Employee has been provided to Buyer and is incorporated into this Section 5.20 by referenceemployment. (b) SECTION 3.19(b) OF THE COMPANY DISCLOSURE SCHEDULE lists all Persons who are currently performing services for the Company who are classified as "consultants" or "independent contractors," the compensation of each such Person and whether the Company or a Subsidiary is party to an agreement with such Person (whether or not in writing). Any such agreements are listed on SECTION 3.14 OF THE COMPANY DISCLOSURE SCHEDULE and have been delivered (or, in the case of agreements that are not in writing, a summary thereof has been delivered) to Optium. All Persons engaged by the Company as independent contractors, rather than employees, have been properly classified as such and have been engaged in accordance with all applicable foreign, federal, state and/or local laws. (c) The Company is not and has never been a party to or bound by any industrial award or agreement (including any non-registered agreement) or similar agreement. There has never been nor has there been a threat of any lockout, strike, slowdown, work stoppage, industrial dispute or union organizing activity, or any similar activity or dispute, affecting the Company or any of their employees. (d) SECTION 3.19(d) OF THE COMPANY DISCLOSURE SCHEDULE lists all current employee manuals and handbooks, employment policy statements, employment agreements, and other materials relating to the employment of the current employees of the Company and its Subsidiaries. The Company has delivered to Optium complete copies of all such documents. (e) Except as set forth disclosed in Schedule 5.20(b). SECTION 3.19(e) OF THE COMPANY DISCLOSURE SCHEDULE, (i) none of the employees of the Company has notified or otherwise indicated to the Company that he or she intends to terminate his or her employment with the Company, or not to accept employment with Optium; (ii) the Company does not have a present intention to terminate the employment of any employee; (iii) to the Company's Knowledge, no employee of the Company has since September 30, 2005 received an offer of an employment from any other Person; (iv) all Relevant ----------------- Employees are employees-at-willemployees of the Company have executed the Company's form noncompetition, nondisclosure and developments agreement; and, except as set forth in Schedule 5.20(b). ---------------- (v) no Relevant Employee employee of the Company is a party to or is bound by any employment contract, patent disclosure agreement, noncompetition agreement or similar contractual arrangement;other restrictive covenant or other contract with any third party that would be likely to affect in any way (A) the performance by such employee of any of his or her duties or responsibilities as a employee, or (B) the business or operations of the Company; (vi) to the Company's Knowledge, no employee of the Company is in violation of any term of any employment contract, patent disclosure agreement, noncompetition agreement, or any other restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company; and (vii) the Company is not and never have been engaged in any dispute or litigation with an employee or former employee regarding Intellectual Property matters. (cf) Seller Except as disclosed in SECTION 3.19(f) OF THE COMPANY DISCLOSURE SCHEDULE or SECTION 3.17(b) OF THE COMPANY DISCLOSURE SCHEDULE, the Company does not have an established severance pay practice or policy; (ii) no employee of the Company is entitled to any redundancy entitlements, severance pay, bonus compensation, acceleration of payment or vesting of any equity interest, or other payment from the Company or Optium as a result of or in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements or as a result of any termination by the Company on or after the Closing of any Person employed by the Company on or prior to the Closing Date. (g) The Company is in compliance with all currently applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours. The Company is not a party engaged, and have never engaged, in any unfair labor practice of any nature. The Company have not failed to pay, any labor contract relating of its employees, consultants or contractors for any wages (including overtime), salaries, commissions, bonuses or any other benefits, under contract, statute or any industrial award or agreement for any services performed by them to its Businessthe date hereof or amounts required to be reimbursed to such individuals. (h) The Company, and each employee of the Company, is in compliance with all applicable visa and work permit requirements, and no strike, slowdown, picketing, visa or work stoppage, labor arbitration or Proceeding in respect permit held by an employee of the grievance of any Relevant Employee is pending or threatened, and no labor organizational activity or other labor dispute against or affecting Company will expire during the Agronomy or Seedway Division, is pending or, to the Knowledge of Seller, threatened; (d) All salaries, wages and other compensation (including bonuses, commissions and overtime), sick leave, severance pay and vacation benefits for all Relevant Employees for all periods through six month period following the date of this Agreement and up to the Closing Date will be paid in the ordinary course of business on or after the date of this Agreement and Closing Date, respectively;Agreement. (e) Seller has maintained and continues to maintain, true, accurate and complete payroll, personnel and time records for purposes of compliance with all federal and state minimum wage and overtime laws and right to work laws, including, without limitation, adequate documentation of the applicability of exemptions under such laws; (f) Seller is in substantial compliance with all Legal Requirements relating to all Relevant Employees with respect to: (i) terms If all of the services of all employees of the Company had been terminated on the Company Balance Sheet Date, then the amount provided for in the Company Balance Sheet as at that date for long-service leave and conditions holiday pay would have been sufficient to provide for all long-service leave and annual leave which would have then been due to (or properly accrued in favor of) such employees. (j) Since the Company Balance Sheet Date, no emoluments, remuneration or fees have been paid or agreed by the Company or its Subsidiaries to be paid to any director save for remuneration of employmentan amount consistent with past practice in the previous 12 months for the service of full-time executive directors. (k) The Company has complied with all improvement notices issued to them by Workcover Corporation. (l) To the Company's Knowledge, there are no workers' compensation claims against the Company that are not covered in full by the Company insurance policies (excluding any excess payable, not exceeding $A500). (m) The Company has not done or omitted to do any act or thing, the doing or omission of which is or could be a breach of: (i) any determination or order of any tribunal, person, or body empowered to determine any dispute relating to the rights or duties of the Company or of any trade union or member of a trade union pursuant to any industrial or similar award or agreement; or (ii) wages any term contained or implied in any agreement or award between the Company and hours and any trade or labor union or any employee of the Company, (iii) which leads or is likely to or could lead to any Legal Requirement industrial action or governmental program designed to provide safe and healthful working conditions, and to reduce occupational safety and health hazards; andcause any labor problems. (gn) Except as set forth in Schedule 5.20(g). there are no ----------------- pending The Company has not done or threatened, and during the last five (5) years have not been any, formal employment-related Proceedings against Seller relating omitted to do any Relevant Employees act or any Employee Benefit Plans (other than routine claims for benefits), including, but not limited to, violations of the Age Discrimination in Employment Act of 1967thing, the Americans With Disabilities Act doing or omission of 1990, the Rehabilitation Act which is or could be a breach of 1973, the Family any occupational health and Medical Leave Act of 1993, the Civil Rights Acts of 1866, 1964, 1971 and 1991, the Family and medical Leave Act, the Fair Labor Standards Act, ERISA, the Code, the Occupational Safety and Health Act, and any other federal, state safety laws or local employment-related Legal Requirementsregulations.

Employees and Labor Matters. (a) Schedule 5.20(aSection 5.16(a) of the Disclosure Schedules is a trueSchedule sets forth, ----------------- as of December 16, 2022, an accurate and complete list containing of the following: with respect to each current employee and individual independent contractor of the Acquired Companies (including any employee who is on a leave of absence or on layoff status): (i) the name, current position title or classification, and work location, (ii) annualized base compensation or fee, as applicable, (iii) the aggregate dollar amounts of wages, salary, commissions and bonuses received by such employee from the Acquired Companies with respect to services performed in calendar year 2021, (iv) hire or engagement date, (v) whether the employee is receiving worker compensation or disability payments or who is on leave or layoff status (vi) full-time or part-time status; (vii) overtime exemption classification under the Fair Labor Standards Act or similar applicable state or local Applicable Law, (viii) 2022 target incentive compensation, and (ix) a description of any extraordinary fringe benefits provided to each Relevant Employee on such individual as of the date of this Agreementhereof. Schedule -------- 5.20 (a) will be modified at the Closing to reflect all changes in Schedule ------ -------- 5.20 (a) after the date of this Agreement through the Closing; provided, however, ------- such final Schedule 5.20 (a) shall be agreed upon and initialed by Seller and ---------------- Buyer prior to inclusion in this Agreement, any changes shall be subject to Seller's representation and warranty in Section 5.19 above and Seller's covenant in Section 7.1 below, and such revised schedule shall indicate all changes from the Schedule initially attached to this Agreement. A separate schedule listing the All compensation, including incentive planswages, commissions and bonuses, payable to all employees or former employees, or current or former independent contractors or consultants of the Acquired Companies for each Relevant Employee has services performed on or prior to the date hereof have been provided paid in full as required by applicable Law (or if not yet payable, accrued in full in accordance with applicable Law) and there are no outstanding agreements, understandings, promises or commitments of the Acquired Companies with respect to Buyer and is incorporated into this Section 5.20 by referenceany additional compensation, commissions or bonuses. (b) Except as set forth in Section 5.16(b) of the Disclosure Schedule 5.20(b). all Relevant ----------------- Employees are employees-at-will; andaccurately identifies each former employee of the Acquired Companies who formerly rendered services to the Acquired Companies who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits from the Acquired Companies relating to such former employee’s employment with the Acquired Companies or services rendered to the Acquired Companies, except as set forth in and Section 5.16(b) of the Disclosure Schedule 5.20(b). ---------------- no Relevant Employee is a party to any employment agreement or similar contractual arrangement;accurately describes such benefits. (c) Seller The employment of the employees of the Acquired Companies is not a terminable by the Acquired Companies at will and no employee is entitled to severance pay or other benefits following termination or resignation, except as otherwise provided by Applicable Law. No Acquired Company is now, and no Acquired Company has never been, party to any labor contract relating union contract, collective bargaining agreement or similar Contract and to its Businessthe Knowledge of Sellers or the Acquired Companies, there have been no union organizing activities among the employees of any Acquired Company or by any Union, and no strike, slowdown, picketing, work stoppage, labor arbitration there has not been any representation or Proceeding in respect of the grievance of any Relevant Employee is certification proceedings or petitions pending or threatenedfiled, and no labor organizational activity or other labor dispute against or affecting the Agronomy or Seedway Division, is pending or, to the Knowledge of SellerSellers or the Acquired Companies, threatened to be brought or filed, with the National Labor Relations Board or any other comparable foreign, state or local labor relations tribunal or authority. Since January 1, 2018, there has been no organizing activity, work stoppage, slowdown, strike, lockout, arbitration, grievance or other labor dispute by or with employees of any Acquired Company (or its Representatives) pending, or, to the Knowledge of Sellers or the Acquired Companies, threatened;. Sellers have made available to Purchaser accurate copies of all current employment agreements, employee manuals and handbooks relating to the employment of employees of the Acquired Companies. (d) All salaries, wages and other compensation (including bonuses, commissions and overtime), sick leave, severance pay and vacation benefits for all Relevant Employees for all periods through To the date Knowledge of this Agreement and up to the Closing Date will be paid in the ordinary course of business on or after the date of this Agreement and Closing Date, respectively; (e) Seller has maintained and continues to maintain, true, accurate and complete payroll, personnel and time records for purposes of compliance with all federal and state minimum wage and overtime laws and right to work laws, including, without limitation, adequate documentation of the applicability of exemptions under such laws; (f) Seller is in substantial compliance with all Legal Requirements relating to all Relevant Employees with respect toSellers: (i) terms and conditions no employee of the Acquired Companies intends to terminate such employee’s employment, (ii) wages and hours no employee of the Acquired Companies has received an offer to join a business that is competitive with the business of the Acquired Companies, and (iii) no employee of the Acquired Companies is a party to or is bound by any Legal Requirement confidentiality agreement, noncompetition agreement or governmental program designed other Contract (with any Person) that may have an adverse effect on (A) the performance by such employee of any of such employee’s duties or responsibilities as an employee of the Acquired Companies; or (B) the business of the Acquired Companies. (e) Since January 1, 2018, there has not been any slowdown, work stoppage, labor dispute or, to provide safe the Knowledge of Sellers, any similar activity or dispute, affecting the Acquired Companies or any of their employees, and, to the Knowledge of Sellers, no Person has threatened to commence any such slowdown, work stoppage or labor dispute or any similar activity or dispute. (f) The Acquired Companies are not party to, or otherwise bound by, any Order relating to employees or labor or employment practices, and, since January 1, 2018, there has been no charge of discrimination or other Proceeding pending, or to the Knowledge of Sellers, threatened to be brought or filed, by or with any Governmental Entity or arbitrator in connection with the employment of any current or former employee of any Acquired Company, including any claim relating to relating to any employment Contract, privacy right, labor dispute, wages and healthful working conditionshours, leave of absence, plant closing notification, workers’ compensation policy, long-term disability policy, harassment, retaliation, immigration, employment statute or regulation, safety or discrimination matter involving any employee (including former employees), including charges of unfair labor practices or discrimination complaints or any other employment-related matter arising under applicable Law. (g) The Acquired Companies are, and since January 1, 2018, have been, in compliance in all material respects with all Applicable Laws relating to reduce the employment and employment practices, including provisions thereof relating to employment, employment practices, wages, hours, employment discrimination, employee classification, workers’ compensation, family and medical leave, the Immigration Reform and Control Act, occupational safety and health hazards; and requirements, equal opportunity and collective bargaining. Each individual who renders services to the Acquired Companies who is classified by the Acquired Companies, as applicable, as having the status of an independent contractor, consultant or other non-employee status for any purpose (gincluding for purposes of taxation and Tax reporting and under Company Benefit Plans) Except is properly so characterized. Each current and former employee classified by the Acquired Companies as set forth in Schedule 5.20(g)exempt from overtime minimum wage requirements, were and are properly classified as exempt under applicable Law. Since January 1, 2018, there are no ----------------- pending or threatened, and during the last five (5) years have has not been anyany allegation of or, formal employmentto the Knowledge of Sellers, act relating to, sex-related Proceedings against Seller based discrimination, sexual harassment, sexual misconduct, workplace harassment, or breach of any Acquired Company policy relating to the foregoing, in each case involving any current or former employee or current or former independent contractor or consultant of the Acquired Company, nor has there been any settlement or similar out-of-court or pre-litigation arrangement relating to any Relevant Employees such matters, nor, to the Knowledge of Sellers, has any such action, settlement or other arrangement been proposed. (h) The Acquired Companies have not undertaken any Employee Benefit Plans (action at any time since January 1, 2018 that would constitute a “plant closing” or “mass layoff” that triggered or would trigger the notice or other than routine claims for benefits)obligations under the WARN Act, including, but not limited to, violations or incurred any Liability or obligation under the WARN Act that remains unsatisfied. The Acquired Companies have no plan to undertake any action prior to the Closing that would trigger any notice or other obligations under the WARN Act. No employee of the Age Discrimination Acquired Companies has or will have experienced an “employment loss” as defined in Employment the WARN Act which takes place either at the time of 1967, Closing or during the Americans With Disabilities Act of 1990, ninety (90) calendar days preceding the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Civil Rights Acts of 1866, 1964, 1971 and 1991, the Family and medical Leave Act, the Fair Labor Standards Act, ERISA, the Code, the Occupational Safety and Health Act, and any other federal, state or local employment-related Legal RequirementsClosing Date.

Employees and Labor Matters. (a) Schedule 5.20(aSection 3.19(a) of the Company Disclosure Schedules is a trueSchedule sets forth with respect to each Company Service Provider as of the date hereof, ----------------- accurate and complete list containing the such Company Service Provider’s (i) name, current position and work location(ii) employing or engaging entity, of each Relevant Employee on the (iii) title, (iv) original date of this Agreement. Schedule -------- 5.20 hire, (av) will be modified at principal place of employment, (vi) union status, (vii) whether active or on leave (and, if on leave, the Closing to reflect all changes in Schedule ------ -------- 5.20 nature of the leave and expected return date), (aviii) after the date of this Agreement through the Closing; provided, however, ------- such final Schedule 5.20 (a) shall be agreed upon and initialed by Seller and ---------------- Buyer prior to inclusion in this Agreement, any changes shall be subject to Seller's representation and warranty in Section 5.19 above and Seller's covenant in Section 7.1 below, and such revised schedule shall indicate all changes whether exempt from the Schedule initially attached to this Agreement. A separate schedule listing Fair Labor Standards Act or any comparable foreign, state or local law, (ix) whether full-time or part-time, (x) annual base salary or wage rate (or consulting rate), (xi) most recent equity or cash incentive compensation received (if any) and the form of such incentive compensation, including (xii) current target equity or cash incentive planscompensation opportunity and the form of such target incentive compensation and (xiii) paid time off entitlement formula and amount of accrued but unused paid time off. Company shall make available a list, for each Relevant Employee has been provided Company Service Provider who is not a United States citizen or lawful permanent resident but who performs services in the United States, his or her current immigration status (including visa type) and, if applicable, the date when such status expires. Five (5) Business Days prior to Buyer the Closing Date, the Company shall provide Parent with a revised version of Section 3.19(a) of the Company Disclosure Schedule and is incorporated into this Section 5.20 by referencethe list referenced in the preceding sentence, updated as of such date. (b) As of the date hereof, no Company Employee has provided notice to any Acquired Company that he or she intends to resign or retire as a result of the transactions contemplated by this Agreement or otherwise within one (1) year after the Closing Date. (c) Except as (i) set forth on Section 3.19(c) of the Company Disclosure Schedule or (ii) would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies, taken as a whole, the Acquired Companies are, and have been since January 1, 2022, in compliance with all Applicable Laws relating to labor and employment, including those relating to labor relations, employment practices, terms and conditions of employment, health and safety, worker classification, wages and hours, overtime, information, disability rights, non-discrimination, sexual harassment or misconduct, civil rights, equal opportunity, plant closures and layoffs, terminations, workers’ compensation, employee leave issues, unemployment insurance. No current or former Company Service Provider has made, since January 1, 2022, an oral or written complaint of discrimination, retaliation or other similar wrongdoing. (d) Except as set forth in Schedule 5.20(b). all Relevant ----------------- Employees are employees-at-will; andon Section 3.19(d) of the Company Disclosure Schedule, except as set forth in Schedule 5.20(b). ---------------- no Relevant Employee none of the Acquired Companies is or has been, a party to or subject to, or is currently negotiating in connection with entering into, any employment agreement Collective Bargaining Agreement, and there has not been any organizational campaign, petition or similar contractual arrangement; (c) Seller other unionization activity seeking recognition of a collective bargaining unit relating to any Company Service Provider or any grievances or job actions involving any current or former Company Service Provider. Furthermore, no labor union, labor organization or works council has made a written pending demand for recognition or certification since January 1, 2022, and there are no representation or certification proceedings or petitions seeking a representation proceeding pending or, to the knowledge of the Acquired Companies, threatened to be brought or filed with the National Labor Relations Board or any other applicable labor relations Governmental Authority. None of the Acquired Companies has failed to comply with the provisions of any Collective Bargaining Agreement, and there are no grievance or job actions involving any current or former Company Service Provider against any Acquired Company. There are no complaints pending or involving or, to the knowledge of the Company, threatened against or threatened to involve any Acquired Company before the National Labor Relations Board, Equal Employment Opportunity Commission or any other Governmental Authority or any current union representation questions involving any Company Service Provider. The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not a party required for the Company to enter into this Agreement or to consummate any of the transactions contemplated thereby. All Company Employees located in the United States are employed on an at will basis. Since January 1, 2022, there has been no labor contract relating to its Business, and no strike, slowdown, stoppage, picketing, work stoppageinterruption of work, lockout or similar labor arbitration or Proceeding in respect of the grievance of any Relevant Employee is pending or threatened, and no labor organizational activity or other labor dispute against or affecting the Agronomy or Seedway Division, involving any Company Employee that is pending or, to the Knowledge knowledge of Sellerthe Company, threatened; threatened against or affecting any Acquired Company. There are no “leased employees” (das such term is defined in Section 414(n) All salaries, wages and other compensation (including bonuses, commissions and overtime), sick leave, severance pay and vacation benefits for all Relevant Employees for all periods through of the date Code) of this Agreement and up to the Closing Date will be paid in the ordinary course of business on or after the date of this Agreement and Closing Date, respectively;any Acquired Company. (e) Seller has maintained The Acquired Companies are, and continues to maintainhave been since January 1, true2022, accurate and complete payroll, personnel and time records for purposes of in compliance with all federal WARN and state minimum wage and overtime laws and right to work laws, including, without limitation, adequate documentation has no Liabilities or other obligations thereunder. None of the applicability Acquired Companies has taken any action that would cause Parent, the Acquired Companies (including the Surviving Corporation) or any of exemptions their respective Affiliates to have any Liability or other obligation following the Closing Date under such laws;WARN. (f) Seller is in substantial compliance with all Legal Requirements relating to all Relevant Employees with respect to: (i) terms and conditions of employment, (ii) wages and hours and (iii) any Legal Requirement or governmental program designed to provide safe and healthful working conditions, and to reduce occupational safety and health hazards; and (g) Except as set forth on Section 3.19(f) of the Company Disclosure Schedule, since January 1, 2022, there has not been any Action related to, or any act or allegation of or relating to, sex-based discrimination, sexual harassment or sexual misconduct, or breach of any policy of any of the Acquired Companies relating to the foregoing, in Schedule 5.20(g)each case, involving any of the Acquired Companies or any current or former Company Service Providers, nor have there been any settlements or similar out-of-court or pre-litigation arrangements relating to any such matters, nor has any such Action been threatened in writing. (g) To the knowledge of the Company, no current or former Company Service Provider is a party to any Action or is otherwise bound by a non-compete or similar agreement with a third party that may interfere with such person’s role, conflict with the operations or business of any Acquired Company or the transactions contemplated by this Agreement or would reasonably be expected to adversely affect any Acquired Company in any material respect. (h) All Company Employees who perform services in the United States for any Acquired Company are either United States citizens or are legally authorized to work in the United States under the Immigration Reform and Control Act of 1986 and any applicable legal requirement relating to the employment of non-United States citizens. there With respect to all Company Employees performing services in the United States, the Acquired Companies are no ----------------- pending or threatenedin compliance with, and during the last five (5) years since January 1, 2022 have complied with, all legal requirements with respect to work eligibility and have not been anysubject to any audit or investigation from the United States Department of Homeland Security, formal employmentincluding the United States Immigration and Customs Enforcement or any predecessor thereto, or any other immigration-related Proceedings against Seller relating to any Relevant Employees or any Employee Benefit Plans (other than routine claims for benefits), including, but not limited to, violations of the Age Discrimination in Employment Act of 1967, the Americans With Disabilities Act of 1990, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Civil Rights Acts of 1866, 1964, 1971 and 1991, the Family and medical Leave Act, the Fair Labor Standards Act, ERISA, the Code, the Occupational Safety and Health Actenforcement proceeding, and since January 1, 2022, no Acquired Company has received notice of any other federal, state potential or local employment-related Legal Requirementsactual violation of applicable immigration or I-9 legal requirements.

Employees and Labor Matters. (a) Schedule 5.20(a3.21(a) of the Seller Disclosure Schedules Letter sets forth a complete and accurate list of all employees of the Ameri Companies as of the Closing Date showing for each as of that date (i) the employee’s name, employer, job title or description, location, and current base salary or hourly pay rate, (ii) any bonus, commission or other remuneration other than salary paid during the calendar year ending December 31, 2019 and during the calendar year 2020 prior to the Closing Date and (iii) any bonus, commission or other remuneration other than salary due and owing to each employee for the calendar year ending December 31, 2020. Except as set forth on Schedule 3.21(a) of the Seller Disclosure Letter, no employee is a trueparty to a written employment agreement or contract with an Ameri Company and each is employed “at will”. Each Ameri Company has paid in full to all employees or properly accrued in accordance with GAAP all wages, ----------------- accurate salaries, commission, bonuses and complete list containing the nameother compensation due, current position and work locationin all material respects, of each Relevant Employee on the date of this Agreement. Schedule -------- 5.20 (a) will be modified at the Closing to reflect all changes in Schedule ------ -------- 5.20 (a) after the date of this Agreement through the Closing; provided, however, ------- such final Schedule 5.20 (a) shall be agreed upon and initialed by Seller and ---------------- Buyer prior to inclusion in this Agreement, any changes shall be subject to Seller's representation and warranty in Section 5.19 above and Seller's covenant in Section 7.1 belowincluding overtime compensation, and there are no severance payments which are or could become payable by an Ameri Company to any employees under the terms of any written or, to the Knowledge of Seller, oral agreement, or commitment or any Law, custom, trade or practice. Each such revised schedule shall indicate all changes from employee has entered into the Schedule initially attached to this Agreement. A separate schedule listing applicable Ameri Company’s standard form of employee non-disclosure, inventions and restrictive covenants agreement with the compensationemploying Ameri Company, including incentive plans, for each Relevant Employee has true and correct copies of which have been provided to Buyer and is incorporated into this Section 5.20 by referenceBuyer. (b) Schedule 3.21(b) of the Seller Disclosure Letter contains a list of all independent contractors (including consultants) currently engaged by an Ameri Company, along with the position, date of retention and rate of remuneration for each such Person. All of such independent contractors are a party to a written agreement or contract with the engaging Ameri Company, copies of which have been provided to the Buyer. (c) No Ameri Company is or has been a party to any collective bargaining agreement or other Contract with any group of employees or any labor organization or other Representative of any of employees of any Ameri Company, and to the Knowledge of Seller, there are and have been no activities or proceedings of any labor union or other party to organize or represent any employees of any Ameri Company. Except as set forth on Schedule 3.21(c) of the Seller Disclosure Letter or as would not be material to an Ameri Company: (i) each Ameri Company is and has been in Schedule 5.20(b). compliance with all Relevant ----------------- Employees are employees-at-will; andemployment Contracts and all applicable Laws and Orders respecting employment and employment practices, except as set forth in Schedule 5.20(b). ---------------- no Relevant Employee is a party to terms and conditions of employment and wages and hours, including any Laws respecting employment agreement or similar contractual arrangement; (c) Seller discrimination and occupational safety and health requirements, and is not a party to and has not been engaged in any unfair labor contract relating to its Business, and practice; (ii) there is no labor strike, slowdowndispute, picketing, work stoppage, labor arbitration slowdown or Proceeding in respect of the grievance of any Relevant Employee is pending or threatened, and no labor organizational activity or other labor dispute against or affecting the Agronomy or Seedway Division, is stoppage actually pending or, to the Knowledge of Seller, threatened; threatened against or directly affecting any Ameri Company; (diii) All no Ameri Company has experienced any work stoppage or other labor difficulty; (iv) no Ameri Company is delinquent in payments to any of their respective employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such employees; (v) there are no pending or, to the Knowledge of Seller, threatened unfair or discriminatory employment practice charges pending before any Governmental Authority; and (vi) there are no wrongful discharge claims nor any other type of Actions brought by or on behalf of any past or present employees of any Ameri Company pending or, to the Knowledge of Seller, threatened against any Ameri Company, arising out of any employees’ employment with an Ameri Company. Each Ameri Company has complied with all applicable Laws and Orders relating to the payment and withholding of Taxes and statutory deductions and has timely withheld from employee wages and other compensation (including bonuses, commissions paid over to the proper Governmental Authorities all amounts required to be so withheld and overtime), sick leave, severance pay and vacation benefits for all Relevant Employees paid over for all periods through under all such Laws and Orders. No Ameri Company has incurred any Liability under any federal, provincial, state, local or foreign plant closing and severance laws or regulations. There has been no “mass layoff” or “plant closing” as defined by the date of this Agreement Worker Adjustment and up Retraining Notification Act or any similar applicable law with respect to the Closing Date will be paid in the ordinary course of business on current or after the date of this Agreement and Closing Date, respectively; (e) Seller has maintained and continues to maintain, true, accurate and complete payroll, personnel and time records for purposes of compliance with all federal and state minimum wage and overtime laws and right to work laws, including, without limitation, adequate documentation former employees of the applicability of exemptions under such laws; (f) Seller is in substantial compliance with all Legal Requirements relating to all Relevant Employees with respect to: (i) terms and conditions of employment, (ii) wages and hours and (iii) any Legal Requirement or governmental program designed to provide safe and healthful working conditions, and to reduce occupational safety and health hazards; and (g) Except as set forth in Schedule 5.20(g). there are no ----------------- pending or threatened, and during the last five (5) years have not been any, formal employment-related Proceedings against Seller relating to any Relevant Employees or any Employee Benefit Plans (other than routine claims for benefits), including, but not limited to, violations of the Age Discrimination in Employment Act of 1967, the Americans With Disabilities Act of 1990, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Civil Rights Acts of 1866, 1964, 1971 and 1991, the Family and medical Leave Act, the Fair Labor Standards Act, ERISA, the Code, the Occupational Safety and Health Act, and any other federal, state or local employment-related Legal RequirementsAmeri Companies.

Employees and Labor Matters. (a) Schedule 5.20(aSection 3.17(a) of the Mentorix Disclosure Schedules Schedule sets forth, with respect to each employee of Mentorix (for purposes of this Agreement, “employee of Mentorix” and “employees of Mentorix” shall also mean and include any individual co-employed by Mentorix with Administaff, Inc. (“Administaff”) as co-employer) (including any employee of Mentorix who is on a trueleave of absence or on layoff status subject to recall) (i) the name of such employee and the date as of which such employee was originally hired by Mentorix, ----------------- accurate and complete list containing whether the name, current position and work location, employee is on an active or inactive status; (ii) such employee’s title; (iii) such employee’s annualized compensation as of each Relevant Employee on the date of this Agreement, including base salary, vacation and/or paid time off accrual amounts, bonus and/or commission potential, equity vesting schedule, severance pay potential, and any other forms of compensation and which shall in aggregate detail the all inclusive total cost to Mentorix for each employee; (iv) each current benefit plan in which such employee participates or is eligible to participate (whether sponsored by Mentorix or Administaff); (v) whether Mentorix is a party to an employment agreement with such employee (whether or not in writing ); and (vi) any governmental authorization that is held by such employee and that is used in connection with Mentorix’s business. Schedule -------- 5.20 (a) will be modified at the Closing to reflect all changes in Schedule ------ -------- 5.20 (a) after the date of this Agreement through the Closing; provided, however, ------- such final Schedule 5.20 (a) shall be agreed upon and initialed by Seller and ---------------- Buyer prior to inclusion in this Agreement, any changes shall be subject to Seller's representation and warranty Except as disclosed in Section 5.19 above and Seller's covenant in Section 7.1 below3.17(a) of the Mentorix Disclosure Schedule, and such revised schedule shall indicate all changes from the Schedule initially attached to this Agreement. A separate schedule listing employment of each of the compensation, including incentive plans, for each Relevant Employee has been provided to Buyer and employees of Mentorix is incorporated into this Section 5.20 terminable by referenceMentorix at will. (b) Except Section 3.17(b) of the Mentorix Disclosure Schedule lists all Persons who are currently performing services for Mentorix who are classified as set forth “consultants” or “independent contractors,” the compensation of each such Person and whether Mentorix is party to an agreement with such Person (whether or not in Schedule 5.20(bwriting). Any such agreements are listed on Section 3.17(b) of the Mentorix Disclosure Schedule and have been delivered (or, in the case of agreements that are not in writing, a summary thereof has been delivered) to Parent. All Persons engaged by Mentorix as independent contractors, rather than employees, have been properly classified as such and have been engaged in accordance with all Relevant ----------------- Employees are employees-at-will; andapplicable foreign, federal, state and/or local laws except as set forth for such violations which, individually or in Schedule 5.20(b). ---------------- no Relevant Employee is the aggregate, would not have a party to any employment agreement or similar contractual arrangement;material adverse effect on the Business Condition of Mentorix. (c) Seller Mentorix is not and has never been a party to or bound by any labor contract relating to its Businessunion contract, and no collective bargaining agreement or similar contract. There has never been any lockout, strike, slowdown, picketing, work stoppage, labor arbitration dispute or Proceeding in respect union organizing activity, or any similar activity or dispute, affecting Mentorix or any of their employees. None of the grievance employees of any Relevant Employee is pending or threatenedMentorix are “workmen” as defined in Section 2(s) of the Industrial Disputes Act, 1947, of India and no labor organizational activity notice or other labor dispute against or affecting consultation with any trade union in India is required as to any employee of Mentorix in India as a result of the Agronomy or Seedway Division, is pending or, to Merger and the Knowledge of Seller, threatened;other transactions contemplated hereby. (d) All salariesSection 3.17(d) of the Mentorix Disclosure Schedule lists all current employee manuals and handbooks, employment policy statements, employment agreements disclosed in Section 3.17(a)(v) above, and other materials relating to the employment of the current employees of Mentorix. Mentorix has delivered to Parent complete copies of all such documents. (e) Except as disclosed in Section 3.17(e) of the Mentorix Disclosure Schedule, (i) none of the employees of Mentorix has notified or otherwise indicated to Mentorix that he or she intends to terminate his or her employment with Mentorix, or not to accept employment with Parent; (ii) Mentorix do not have a present intention to terminate the employment of any employee; (iii) to knowledge of Mentorix, no employee of Mentorix has since June 1, 2003 received an offer of an employment from any other Person; (iv) all employees of Mentorix have executed Mentorix’s form Proprietary Information Agreement or Nondisclosure Agreement; (v) no employee of Mentorix is a party to or is bound by any employment contract or agreement, patent disclosure agreement, noncompetition agreement or other restrictive covenant or other contract with any third party that would be likely to affect in any way (A) the performance by such employee of any of his or her duties or responsibilities as a employee, or (B) the business or operations of Mentorix; (vi) to the knowledge of Mentorix, no employee of Mentorix is in violation of any term of any employment contract or agreement, patent disclosure agreement, noncompetition agreement, or any other restrictive covenant to a former employer relating to the right of any such employee to be employed by Mentorix; (vii) Mentorix is not and never has been engaged in any dispute or litigation with an employee or former employee regarding Mentorix Intellectual Property matters; (viii) neither Mentorix or Parent would be subject to any cost or liability with respect to any employee whose employment with Administaff is terminated and the employee is hired directly by Mentorix, the Surviving Corporation or Parent and (ix) Mentorix may terminate its co- employment arrangement and related contracts with Administaff at any time with cost or liability (other than costs related to prior services). (f) Except as disclosed in Section 3.17(f) of the Mentorix Disclosure Schedule, (i) Mentorix does not have an established severance pay practice or policy; (ii) no employee of Mentorix is entitled to any severance pay, bonus compensation, acceleration of payment or vesting of any equity interest, or other payment from Mentorix, Administaff or Parent (other than accrued salary, vacation, or other paid time off in accordance with the policies of Mentorix and/or Administaff) as a result of or in connection with the transactions contemplated by this Agreement or any of the other agreements entered into in connection with this Agreement and the Merger or as a result of any termination by Mentorix and/or Administaff on, or by Parent or the Surviving Corporation after, the Closing of any Person employed by Mentorix on or prior to the Closing Date. (g) Mentorix and Administaff (with respect to employees co-employed with Mentorix) is in compliance with all currently applicable laws (whether U.S. or foreign) respecting employment and employment practices, terms and conditions of employment and wages and other compensation hours except for such violations which, individually or in the aggregate, would not have a material adverse effect on the Business Condition of Mentorix. Mentorix is not engaged, and to knowledge of Mentorix has never engaged, in any unfair labor practice of any nature. The employees of Mentorix have been, and currently are, properly classified under the Fair Labor Standards Act of 1938, as amended, and under any applicable state or foreign law. Neither Mentorix nor Administaff (with respect to employees co-employed with Mentorix) has failed to pay any of its employees, consultants or contractors for any wages (including bonuses, commissions and overtime), sick leavesalaries, severance pay commissions, bonuses, benefits or other direct compensation for any services performed by them to the date hereof or amounts required to be reimbursed to such individuals. (h) Except as disclosed in Section 3.17(h) of the Mentorix Disclosure Schedule, Mentorix, and vacation benefits for each employee of Mentorix, is in compliance with all Relevant Employees for all periods through applicable visa and work permit requirements, and no visa or work permit held by an employee of Mentorix is scheduled expire during the six-month period following the date of this Agreement and up to the Closing Date will be paid in the ordinary course of business on or after the date of this Agreement and Closing Date, respectively; (e) Seller has maintained and continues to maintain, true, accurate and complete payroll, personnel and time records for purposes of compliance with all federal and state minimum wage and overtime laws and right to work laws, including, without limitation, adequate documentation of the applicability of exemptions under such laws; (f) Seller is in substantial compliance with all Legal Requirements relating to all Relevant Employees with respect to: (i) terms and conditions of employment, (ii) wages and hours and (iii) any Legal Requirement or governmental program designed to provide safe and healthful working conditions, and to reduce occupational safety and health hazards; and (g) Except as set forth in Schedule 5.20(g). there are no ----------------- pending or threatened, and during the last five (5) years have not been any, formal employment-related Proceedings against Seller relating to any Relevant Employees or any Employee Benefit Plans (other than routine claims for benefits), including, but not limited to, violations of the Age Discrimination in Employment Act of 1967, the Americans With Disabilities Act of 1990, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Civil Rights Acts of 1866, 1964, 1971 and 1991, the Family and medical Leave Act, the Fair Labor Standards Act, ERISA, the Code, the Occupational Safety and Health Act, and any other federal, state or local employment-related Legal RequirementsAgreement.