Common use of Employees and Labor Relations Clause in Contracts

Employees and Labor Relations. (a) (i) No Employee is represented by a labor union, works council, or similar employee-representative body (collectively, a “Labor Organization”) in connection with his or her employment with the Business, (ii) no Labor Organization is certified or recognized as a representative of any Employee, and neither Seller nor any of its Subsidiaries is a party to, bound by, or has any obligation under any labor agreement, collective bargaining agreement or any similar agreements or arrangements with any Labor Organization pertaining to or which determines the terms or conditions of employment of any Employee (collectively, “Labor Contracts”), (iii) to Seller’s Knowledge, there are no pending or threatened, and neither Seller nor any of its Subsidiaries has experienced since September 30, 2014, representation campaigns, elections or proceedings concerning union representation involving any Employee or activities or efforts of any Labor Organization to organize any Employee, (iv) there are no pending or, to Seller’s Knowledge, threatened, and neither Seller nor any of its Subsidiaries has experienced since September 30, 2014, picketing, strikes, concerted refusal to work overtime, slowdowns, work stoppages, lock-outs, or similar material labor disruptions by or with respect to any Employee or any representatives thereof with respect to the Business, (v) since September 30, 2014, neither Seller nor any of its Subsidiaries has engaged in, admitted committing or been held by any Governmental Authority to have committed, any material unfair labor practice under the National Labor Relations Act, as amended, or any similar local, state or foreign Law, in respect of any Employee or the Business, (vi) there are no material employment-related controversies, claims, unfair labor practice charges, grievances or arbitrations pending or, to Seller’s Knowledge, threatened with respect to the Business, between Seller or any of its Subsidiaries, on the one hand, and any of the Employees, any representative thereof or any Governmental Authority on the other hand, (vii) to Seller’s Knowledge, all Employees are legally authorized to work in the country where they are located, (viii) except as would not result in material Liabilities for the Business, since September 30, 2014, all Employees have been properly classified as exempt or non-exempt under the FLSA and compensated for all time worked in accordance with all applicable Laws, including all applicable laws relating to the payment of minimum wages and overtime pay and (ix) except as would not result in material Liabilities for the Business, all individuals who have provided services to the Business since September 30, 2014 as consultants, independent contractors, leased employees or in a similar non-employee capacity have been properly classified and compensated as non-employees for purposes of all applicable Laws. Seller has provided to Purchaser true, correct and complete copies of each Labor Contract listed in Section 4.10(a) of the Seller Disclosure Letter, except each such Labor Contract that applies on a regional, national, or industry- or sector-wide basis. (b) With respect to Employees, Seller and each of its Subsidiaries are and at all times since September 30, 2014 have been in compliance in all material respects with all applicable Laws, Contracts, policies, plans and programs relating to employment and employment practices, including those relating to wages, hours, collective bargaining, unemployment insurance, workers’ compensation, equal employment opportunity, discrimination, harassment and retaliation, affirmative action, family and medical leave, the payment, reporting and withholding of Taxes, immigration, the employment of non-citizen workers in the Business, background checks, plant closings and mass layoffs and occupational safety and health (“Employment Matters”). There are no pending, or, to Seller’s Knowledge, threatened, material Actions or, to Seller’s Knowledge, investigations or examinations, or material outstanding Governmental Orders, relating to Employment Matters with respect to the Business. (c) Neither Seller nor any of its Subsidiaries has, during the ninety (90)-day period preceding the date of the Original Agreement, effectuated a “plant closing” or a “mass lay-off” (as such terms are defined in the WARN Act, in either case affecting any site of employment or facility of Seller or any of its Subsidiaries relating to the Business, and no such “plant closing” or “mass lay-off” is currently planned or anticipated. Section 4.10(c) of the Seller Disclosure Letter sets forth, as of the Closing Date, a list of each Former Business Employee who has been terminated involuntarily within the ninety (90) day period prior to the Closing Date, together with such Former Business Employee’s work location. (d) To the extent permitted by applicable Law, Seller has made available to Purchaser a correct and complete list of (i) all Employees, specifying each Employee’s employer, position, date of hire, work location, classification by entity as exempt or non-exempt under the FLSA (with respect to U.S. Employees), status as full-time or part-time, status as active or on leave (with respect to U.S. Employees), annual base salary or hourly rate of pay (as applicable), and target incentive compensation respectively, (ii) all individuals who are directly engaged by Seller or one of its Affiliates to provide services to the Business as independent contractors with annual compensation that is reasonably expected to exceed $250,000, specifying as to each such individual the nature of services provided, date of commencement of services, work location, and annual compensation paid to such individual for services provided to the Business, and (iii) a list of each Employee who has requested FMLA leave to begin after the Closing, the amount of any such FMLA leave utilized by each such Employee during the current year, and a description of the leave requested, and Seller shall update this list within thirty (30) days of the Anticipated Closing Date. (e) Seller has provided to Purchaser correct and complete copies of each template Employment Agreement used in the Business, and each Employment Agreement related to the Business that provides for an annual base salary or compensation in excess of $250,000. There is no material existing default or breach by Seller or any Subsidiary, as applicable, under any material Employment Agreement. Except as set forth on Section 4.10(e) of the Seller Disclosure Letter, if Purchaser complies with its obligations to make offers of employment to the Offered Employees in accordance with Section 7.01, neither the execution and delivery of the Original Agreement, this Amended Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby shall cause any payment (including severance, change in control or otherwise) to become due to any Offered Employee under any Assumed Business Benefit Plan or Employment Agreement.

Employees and Labor Relations. (a) Except as listed in Schedule 3.14(a), with respect to each Acquired Company: (i1) No Employee the applicable Acquired Company has no present intention to terminate any employee’s employment; (2) no employee thereof is represented by a labor unionparty to any confidentiality, works councilnon-competition, proprietary rights or similar Contract between such employee and any Person other than the applicable Acquired Company that is material to the performance of such employee’s employment duties or the applicable Acquired Company’s ability (or, after Closing, that will be material to Buyer’s ability) to conduct the Business; (3) there is no collective bargaining agreement or relationship with any labor organization; (4) no labor organization or group of employees has filed any representation petition or made any written demand for recognition; (5) to the Knowledge of the Company, no union organizing or decertification effort exists or is Threatened; (6) no labor strike, work stoppage, picketing, slowdown or other material labor dispute has occurred or, to the Knowledge of the Company, is Threatened; (7) there is no workers’ compensation Liability, experience or matter that will or is reasonably likely to materially and adversely affect the applicable Acquired Company or Buyer; (8) there is no employment-representative body related Proceeding pending or Threatened regarding an alleged violation or breach by the applicable Acquired Company (collectivelyor any of its managers, officers or directors) of any Applicable Law or Contract; (9) no employee or agent of the applicable Acquired Company has committed any act or omission giving rise to any material Liability for any violation or breach by the applicable Acquired Company (or any of its managers, officers or directors) of any Applicable Law or Contract; (10) no charge or complaint is pending or, to the Knowledge of the Company, Threatened against the applicable Acquired Company relating to unfair labor practices or discrimination or otherwise under Applicable Law nor has there been any such event within the past three years; (11) the applicable Acquired Company has paid in full all amounts owed to any employee of the applicable Acquired Company under any Applicable Law, and, to the Knowledge of the Company, there are no circumstances that would permit a “Labor Organization”penalty or reassessment under any Applicable Law; (12) no charge or order is in connection with effect, pending or, to the Knowledge of the Company, threatened that requires the applicable Acquired Company to comply under any Applicable Law; (13) all employees that are required under Applicable Law to hold all visas and work permits to enable them to work for the applicable Acquired Company in the country where employed or rendering services hold the visas and permits as indicated in Schedule 3.14(a); (14) no employee has any Contract that stipulates a length of notice, severance or termination payment required to terminate his or her employment with (excluding the Business, (ii) no Labor Organization is certified or recognized as a representative Company’s standard forms of any Employee, offer letter and neither Seller nor any of its Subsidiaries is a party to, bound by, or has any obligation under any labor agreement, collective bargaining separation agreement or any similar agreements or arrangements with any Labor Organization pertaining to or which determines the terms or conditions of employment of any Employee (collectively, “Labor Contracts”), (iii) to Seller’s Knowledge, there are no pending or threatened, and neither Seller nor any of its Subsidiaries has experienced since September 30, 2014, representation campaigns, elections or proceedings concerning union representation involving any Employee or activities or efforts of any Labor Organization to organize any Employee, (iv) there are no pending or, to Seller’s Knowledge, threatened, and neither Seller nor any of its Subsidiaries has experienced since September 30, 2014, picketing, strikes, concerted refusal to work overtime, slowdowns, work stoppages, lock-outs, or similar material labor disruptions by or with respect to any Employee or any representatives thereof with respect to the Business, (v) since September 30, 2014, neither Seller nor any of its Subsidiaries has engaged in, admitted committing or been held by any Governmental Authority to have committed, any material unfair labor practice under the National Labor Relations Act, as amended, or any similar local, state or foreign Law, in respect of any Employee or the Business, (vi) there are no material employment-related controversies, claims, unfair labor practice charges, grievances or arbitrations pending or, to Seller’s Knowledge, threatened with respect to the Business, between Seller or any of its Subsidiaries, on the one hand, and any of the Employees, any representative thereof or any Governmental Authority on the other hand, (vii) to Seller’s Knowledge, all Employees are legally authorized to work used in the country where they are located, (viii) except as would not result in material Liabilities for the Ordinary Course of Business, since September 30, 2014, all Employees have been properly classified as exempt or non-exempt under the FLSA and compensated for all time worked in accordance with all applicable Laws, including all applicable laws relating to the payment of minimum wages and overtime pay ); and (ix15) except as would not result in material Liabilities for the Business, all individuals each person who have provided provides services to the Business since September 30, 2014 as consultants, independent contractors, leased employees or in a similar non-employee capacity have been an Acquired Company is properly classified with respect to employment or independent contractor status for all purposes, including employment, labor, Tax and compensated as non-employees for purposes of all applicable Laws. Seller has provided to Purchaser true, correct and complete copies of each Labor Contract listed in Section 4.10(a) of the Seller Disclosure Letter, except each such Labor Contract that applies on a regional, national, or industry- or sector-wide basisEmployee Plans. (b) With respect The Company has provided to EmployeesBuyer a list, Seller and each of its Subsidiaries are and at all times since September dated November 30, 2014 have been in compliance in all material respects with all applicable Laws2012 containing the name, Contractsposition, policies, plans base compensation (as of the date indicated) and programs relating to employment and employment practices, including those relating to wages, hours, collective bargaining, unemployment insurance, workers’ compensation, equal employment opportunity, discrimination, harassment and retaliation, affirmative action, family and medical leave, the payment, reporting and withholding total compensation for each employee of Taxes, immigration, the employment of noneach Acquired Company. No such management-citizen workers in the Business, background checks, plant closings and mass layoffs and occupational safety and health (“Employment Matters”). There are no pending, or, to Seller’s Knowledge, threatened, material Actions or, to Seller’s Knowledge, investigations or examinations, or material outstanding Governmental Orders, relating to Employment Matters with respect level employee has communicated to the Businessapplicable Acquired Company any intention to terminate such employee’s employment with the applicable Acquired Company. (c) Neither Seller nor any of its Subsidiaries has, during the ninety (90)-day period preceding the date of the Original Agreement, effectuated a “plant closing” or a “mass lay-off” (as such terms are defined in the WARN Act, in either case affecting any site of employment or facility of Seller or any of its Subsidiaries relating With respect to the BusinessTransactions, any notice required under any Applicable Law or collective bargaining agreement with respect to any employee has been given, and no such “plant closing” all bargaining obligations with any employee representative have been, or “mass lay-off” is currently planned or anticipated. Section 4.10(c) of the Seller Disclosure Letter sets forthbefore Closing will be, as of the Closing Date, a list of each Former Business Employee who has been terminated involuntarily within the ninety (90) day period prior to the Closing Date, together with such Former Business Employee’s work locationsatisfied. (d) To Each applicable Acquired Company has in its files a Form I-9 that is validly and properly completed in accordance with Applicable Law for each employee of the extent permitted by applicable Law, Seller has made available to Purchaser a correct and complete list of (i) all Employees, specifying each Employee’s employer, position, date of hire, work location, classification by entity as exempt or non-exempt under the FLSA (Acquired Company with respect to U.S. Employees), status as full-time or part-time, status as active or on leave (with respect to U.S. Employees), annual base salary or hourly rate of pay (as applicable), and target incentive compensation respectively, (ii) all individuals who are directly engaged by Seller or one of its Affiliates to provide services to the Business as independent contractors with annual compensation that whom such form is reasonably expected to exceed $250,000, specifying as to each such individual the nature of services provided, date of commencement of services, work location, and annual compensation paid to such individual for services provided to the Business, and (iii) a list of each Employee who has requested FMLA leave to begin after the Closing, the amount of any such FMLA leave utilized by each such Employee during the current year, and a description of the leave requested, and Seller shall update this list within thirty (30) days of the Anticipated Closing Daterequired under Applicable Law. (e) Seller has provided to Purchaser correct and complete copies of each template Employment Agreement used in the Business, and each Employment Agreement related to the Business that provides for an annual base salary or compensation in excess of $250,000. There is no material existing default or breach by Seller or any Subsidiary, as applicable, under any material Employment Agreement. Except as set forth on Section 4.10(e) of the Seller Disclosure Letter, if Purchaser complies with its obligations to make offers of employment to the Offered Employees in accordance with Section 7.01, neither the execution and delivery of the Original Agreement, this Amended Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby shall cause any payment (including severance, change in control or otherwise) to become due to any Offered Employee under any Assumed Business Benefit Plan or Employment Agreement.

Employees and Labor Relations. (a) (i) No Employee is represented by a labor union, works council, or similar employee-representative body (collectively, a “Labor Organization”) in connection with his or her employment with the Business, (ii) no Labor Organization is certified or recognized as a representative of any Employee, and neither Seller nor any of its Subsidiaries is a party to, bound by, or has any obligation under any labor agreement, collective bargaining agreement agreement, or any similar agreements or arrangements with any Labor Organization pertaining to or which determines the terms or conditions of employment of any Employee (collectively, “Labor Contracts”), (iii) to Seller’s Knowledge, there are no pending or or, threatened, and neither Seller nor any of its Subsidiaries has experienced since September 30May 21, 20142015, representation campaigns, elections or proceedings concerning union representation involving any Employee or activities or efforts of any Labor Organization to organize any Employee, (iv) there are no pending or, to Seller’s Knowledge, threatened, and neither Seller nor any of its Subsidiaries has experienced since September 30May 21, 20142015, picketing, strikes, concerted refusal to work overtime, slowdowns, work stoppages, lock-outs, or similar material labor disruptions by or with respect to any Employee or any representatives thereof with respect to the Business, (v) since September 30May 21, 20142015, neither Seller nor any of its Subsidiaries has engaged in, admitted committing or been held by any Governmental Authority to have committed, any material unfair labor practice under the National Labor Relations Act, as amended, or any similar local, state or foreign Law, in respect of any Employee or the Business, (vi) there are no material employment-related controversies, claims, unfair labor practice charges, grievances or arbitrations pending or, to Seller’s Knowledge, threatened with respect to the Business, between Seller or any of its Subsidiaries, on the one hand, and any of the Employees, any representative thereof or any Governmental Authority on the other hand, (vii) to Seller’s Knowledge, all Employees are legally authorized to work in the country where they are located, (viii) except as would not result in material Liabilities for the Business, since September 30May 21, 20142015, all Employees have been properly classified as exempt or non-exempt under the FLSA and compensated for all time worked in accordance with all applicable Laws, including all applicable laws relating to the payment of minimum wages and overtime pay and (ix) except as would not result in material Liabilities for the Business, all individuals who have provided services to the Business since September 30May 21, 2014 2015 as consultants, independent contractors, leased employees or in a similar non-employee capacity have been properly classified and compensated as non-employees for purposes of all applicable Laws. Seller has provided to Purchaser true, correct and complete copies of each Labor Contract listed in Section 4.10(a) of the Seller Disclosure Letter, except each such Labor Contract that applies on a regional, national, or industry- or sector-wide basis. (b) With respect to Employees, Seller and each of its Subsidiaries are and at all times since September 30May 21, 2014 2015 have been in compliance in all material respects with all applicable Laws, Contracts, policies, plans and programs relating to employment and employment practices, including those relating to wages, hours, collective bargaining, unemployment insurance, workers’ compensation, equal employment opportunity, discrimination, harassment and retaliation, pay equity, affirmative action, family and medical leave, the payment, reporting and withholding of Taxes, immigration, the employment of non-citizen workers in the Business, background checks, plant closings and mass layoffs and occupational safety and health (“Employment Matters”). There are no pending, or, to Seller’s Knowledge, threatened, material Actions or, to Seller’s Knowledge, investigations or examinations, or material outstanding Governmental Orders, relating to Employment Matters with respect to the Business. (c) Neither Seller nor any of its Subsidiaries has, during the ninety (90)-day 90-day period preceding the date of the Original Agreementhereof, effectuated a “plant closing” or a “mass lay-off” (as such terms are defined in the WARN Act), in either case affecting any site of employment or facility of Seller or any of its Subsidiaries relating to where the BusinessBusiness is operated, and no such “plant closing” or “mass lay-off” is currently planned or anticipated. Section 4.10(c) of the Seller Disclosure Letter sets forth, as of the Closing Date, a list of each Former Business Employee who has been terminated involuntarily within the ninety (90) day period prior to the Closing Date, together with such Former Business EmployeeEmployee and employee’s work location. (d) To the extent permitted by applicable Law, Seller has made available to Purchaser a correct and complete list list, of (i) all Employees, specifying each Employee’s employer, position, date of hire, work location, classification by entity as exempt or non-exempt under the FLSA (with respect to U.S. Employees), status as full-time or part-time, status as active or on leave (with respect to U.S. Employees), annual base salary or hourly rate of pay (as applicable), and target incentive compensation respectively, (ii) all individuals who are directly engaged by Seller or one of its Affiliates to provide services to the Business as independent contractors with annual compensation that is reasonably expected to exceed $250,000, specifying as to each such individual the nature of services provided, date of commencement of services, work location, and annual compensation paid to such individual for services provided to the Business, and (iii) a list of each Employee who has requested FMLA leave to begin after the Closing, the amount of any such FMLA leave utilized by each such Employee during the current year, and a description of the leave requested, requested and Seller shall update this list within thirty (30) days of the Anticipated Closing Date. (e) Seller has provided to Purchaser correct and complete copies of each template Employment Agreement used in the Business, and each Employment Agreement related to the Business that provides for an annual base salary or compensation in excess of $250,000. There is no material existing default or breach by Seller or any Subsidiary, as applicable, under any material Employment Agreement. Except as set forth on Section 4.10(e) of the Seller Disclosure Letter, if Purchaser complies with its obligations to make offers of employment to the Offered Employees in accordance with Section 7.01, neither the execution and delivery of the Original Agreement, this Amended Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby shall cause any payment (including severance, change in control or otherwise) to become due to any Offered Employee under any Assumed Business Benefit Plan or Employment Agreement.

Employees and Labor Relations. (a) Except as listed in Section 3.17(a) of the Sellers’ Disclosure Schedule, with respect to the Company: (i1) No Employee is represented by a labor union, works council, or similar the Company has no present intention to terminate any employee-representative body ’s employment; (collectively, a “Labor Organization”) in connection with his or her employment with the Business, (ii2) no Labor Organization is certified or recognized as a representative of any Employee, and neither Seller nor any of its Subsidiaries employee thereof is a party toto any confidentiality, bound bynon-competition, proprietary rights or has similar Contract between such employee and any obligation under any labor agreementPerson other than the Company that is material to the performance of such employee’s employment duties or the Company’s ability (or, after Closing, that will be material to Buyer’s ability) to conduct the Business; (3) there is no collective bargaining agreement or any similar agreements or arrangements relationship with any Labor Organization pertaining labor organization; (4) no labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition; (5) no union organizing or decertification effort exists or has occurred since January 1, 2008 or to or which determines the terms or conditions of employment Knowledge of any Employee Seller Person is Threatened and no circumstance reasonably likely to result in any of the foregoing exists; (collectively6) no labor strike, “Labor Contracts”work stoppage, picketing, slowdown or other material labor dispute has occurred since January 1, 2008 or, to the Knowledge of any Seller Person, is Threatened; (7) there is no workers’ compensation Liability, experience or matter that will or is reasonably likely to materially and adversely affect the Company or Buyer (other than as is accrued in the Balance Sheet), ; (iii) to Seller’s Knowledge, 8) there are is no employment-related Proceeding pending or threatenedto the Knowledge of each Seller, and neither Seller nor Threatened regarding an alleged violation or breach by the Company (or any of its Subsidiaries has experienced since September 30managers, 2014officers, representation campaigns, elections governors or proceedings concerning union representation involving any Employee or activities or efforts directors) of any Labor Organization Applicable Law or Contract; and (9) no employee or agent of the Company has committed any act or omission giving rise to organize any Employee, material Liability for any violation or breach by the Company (iv) there are no pending or, to Seller’s Knowledge, threatened, and neither Seller nor or any of its Subsidiaries managers, officers, governors or directors) of any Applicable Law or Contract. (b) Section 3.17(b) of the Sellers’ Disclosure Schedule lists, as of the date stated in such Section, the name, position, and base compensation for each employee of the Company. No such employee has experienced since September 30communicated (in writing) to the Company any intention to terminate such employee’s employment with the Company. (c) With respect to the transactions contemplated herein, 2014, picketing, strikes, concerted refusal to work overtime, slowdowns, work stoppages, lock-outs, any notice required under any Applicable Law or similar material labor disruptions by or collective bargaining agreement with respect to any Employee employee has been given, and all bargaining obligations with any employee representative have been, or before Closing will be, satisfied. The Company has not implemented any plant closing or layoff of employees governed by the WARN Act or any representatives thereof similar Applicable Law. (d) The Company has in its files a Form I-9 that is validly and properly completed in accordance with Applicable Law for each employee of the Company with respect to the Business, (v) since September 30, 2014, neither Seller nor whom such form is required under Applicable Law. The Company has not received any of its Subsidiaries has engaged in, admitted committing written notice or been held by other written communication from any Governmental Authority to have committed, or other Person regarding any material unfair labor practice under the National Labor Relations Act, as amended, violation or any similar local, state or foreign Law, in respect alleged violation of any Employee Applicable Law relating to hiring, recruiting, employing (or the Business, (vicontinuing to employ) there are no material employment-related controversies, claims, unfair labor practice charges, grievances or arbitrations pending or, to Seller’s Knowledge, threatened with respect to the Business, between Seller or any of its Subsidiaries, on the one hand, and any of the Employees, any representative thereof or any Governmental Authority on the other hand, (vii) to Seller’s Knowledge, all Employees are legally anyone not authorized to work in the country where they are locatedUnited States. For each employee of the Company whose social security number (or purported social security number) that has appeared on any “no-match” notification from the Social Security Administration (SSA), (viii) except as would not result such employee or the Company has resolved in material Liabilities for the Business, since September 30, 2014, all Employees have been properly classified as exempt accordance with Applicable Law each discrepancy or non-exempt under the FLSA and compensated for all time worked in accordance compliance with all applicable Laws, including all applicable laws relating to the payment of minimum wages and overtime pay and (ix) except as would not result in material Liabilities for the Business, all individuals who have provided services to the Business since September 30, 2014 as consultants, independent contractors, leased employees or in a similar non-employee capacity have been properly classified and compensated as non-employees for purposes of all applicable Laws. Seller has provided to Purchaser true, correct and complete copies of each Labor Contract listed in Section 4.10(a) of the Seller Disclosure Letter, except each such Labor Contract that applies on a regional, national, or industry- or sector-wide basis. (b) With respect to Employees, Seller and each of its Subsidiaries are and at all times since September 30, 2014 have been in compliance in all material respects with all applicable Laws, Contracts, policies, plans and programs relating to employment and employment practices, including those relating to wages, hours, collective bargaining, unemployment insurance, workers’ compensation, equal employment opportunity, discrimination, harassment and retaliation, affirmative action, family and medical leave, the payment, reporting and withholding of Taxes, immigration, the employment of non-citizen workers in the Business, background checks, plant closings and mass layoffs and occupational safety and health (“Employment Matters”). There are no pending, or, to Seller’s Knowledge, threatened, material Actions or, to Seller’s Knowledge, investigations or examinations, or material outstanding Governmental Orders, relating to Employment Matters Applicable Law with respect to the Business. such social security number (c) Neither Seller nor any of its Subsidiaries hasor, during the ninety (90)-day period preceding the date of the Original Agreement, effectuated a “plant closing” or a “mass lay-off” (as such terms are defined in the WARN Act, in either case affecting any site of employment or facility of Seller or any of its Subsidiaries relating to the Business, and no such “plant closing” or “mass lay-off” is currently planned or anticipated. Section 4.10(c) of the Seller Disclosure Letter sets forth, as of the Closing Date, a list of each Former Business Employee who has been terminated involuntarily within the ninety (90) day period prior to the Closing Date, together with such Former Business Employee’s work location. (d) To the extent permitted by applicable Law, Seller has made available to Purchaser a correct and complete list of (i) all Employees, specifying each Employee’s employer, position, date of hire, work location, classification by entity as exempt or non-exempt under the FLSA (with respect to U.S. Employees), status as full-time or part-time, status as active or on leave (with respect to U.S. Employees), annual base salary or hourly rate of pay (as applicable), and target incentive compensation respectively, (ii) all individuals who are directly engaged by Seller or one of its Affiliates to provide services to the Business as independent contractors with annual compensation that is reasonably expected to exceed $250,000, specifying as to each such individual the nature of services provided, date of commencement of services, work location, and annual compensation paid to such individual for services provided to the Business, and (iii) a list of each Employee who has requested FMLA leave to begin after the Closing, the amount of any such FMLA leave utilized by each such Employee during the current year, and a description of the leave requested, and Seller shall update this list within thirty (30) days of the Anticipated Closing Date. (e) Seller has provided to Purchaser correct and complete copies of each template Employment Agreement used in the Business, and each Employment Agreement related to the Business that provides for an annual base salary or compensation in excess of $250,000. There is no material existing default or breach by Seller or any Subsidiary, as if applicable, under any material Employment Agreement. Except as set forth on Section 4.10(e) of the Seller Disclosure Letter, if Purchaser complies with its obligations to make offers of employment to the Offered Employees in accordance with Section 7.01, neither the execution and delivery of the Original Agreement, this Amended Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby shall cause any payment (including severance, change in control or otherwise) to become due to any Offered Employee under any Assumed Business Benefit Plan or Employment Agreementsuch purported social security number).

Employees and Labor Relations. (a) Except as listed in Schedule 3.17(a), with respect to each Operating Company: (i) No Employee is represented by a labor union, works council, or similar employee-representative body (collectively, a “Labor Organization”) in connection with his or her employment with the Business, (ii1) no Labor Organization is certified or recognized as a representative of Operating Company has any Employeepresent intention to terminate any employee’s employment; (2) to each Operating Company’s and each Seller’s Knowledge, and neither Seller nor any of its Subsidiaries no employee thereof is a party toto any confidentiality, bound bynon-competition, proprietary rights or has similar Contract between such employee and any obligation under any labor agreementPerson other than such Operating Company that is material to the performance of such employee’s employment duties or such Operating Company’s ability (or, after Closing, that will be material to Buyer’s ability) to conduct the Business; (3) there is no collective bargaining agreement or any similar agreements or arrangements relationship with any Labor Organization pertaining labor organization; (4) no labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition; (5) no union organizing or decertification effort exists or has occurred since January 1, 2007 or, to or which determines the terms or conditions of employment of any Employee (collectively, “Labor Contracts”), (iii) to each Operating Company’s and each Seller’s Knowledge, there are is Threatened and no pending or threatened, and neither Seller nor circumstance reasonably likely to result in any of its Subsidiaries the foregoing exists; (6) no labor strike, work stoppage, picketing, slowdown or other material labor dispute has experienced occurred since September 30January 1, 20142007 or, representation campaignsto each Seller’s and each Operating Company’s Knowledge, elections or proceedings concerning union representation involving any Employee or activities or efforts of any Labor Organization to organize any Employee, is Threatened; (iv7) there are is no workers’ compensation Liability, experience or matter that will or is reasonably likely to materially and adversely affect any Operating Company or the Buyer (other than as is accrued in the Interim Balance Sheet); (8) there is no employment-related Proceeding pending or, to each Operating Company’s and each Seller’s Knowledge, threatened, and neither Seller nor Threatened regarding an alleged violation or breach by any Operating Company (or any of its Subsidiaries managers, officers, governors or directors) of any Applicable Law or Contract; and (9) to each Operating Company’s and each Seller’s Knowledge, no employee or agent of any Operating Company has experienced since September 30committed any act or omission giving rise to any material Liability for any violation or breach by such Operating Company (or any of its managers, 2014officers, picketinggovernors or directors) of any Applicable Law or Contract. (b) Schedule 3.17(b) lists, strikesas of the date stated in such Schedule, concerted refusal the name, position, base compensation (including any awards under any bonus, incentive, performance or other compensation Plan and any fringe benefit or other benefit) and, for calendar year 2011, total compensation for each employee of each Operating Company. No such employee has communicated to work overtimeany Operating Company any intention to terminate such employee’s employment with any Operating Company. (c) With respect to the transactions contemplated herein, slowdowns, work stoppages, lock-outs, any notice required under any Applicable Law or similar material labor disruptions by or collective bargaining agreement with respect to any Employee employee has been given, and all bargaining obligations with any employee representative have been, or before Closing will be, satisfied. No Operating Company has implemented any plant closing or layoff of employees governed by the WARN Act or any representatives thereof similar Applicable Law. (d) Each Operating Company has in its files a Form I-9 that is validly and properly completed in accordance with Applicable Law for each employee of such Operating Company with respect to the Business, (v) since September 30, 2014, neither Seller nor whom such form is required under Applicable Law. No Operating Company has received any of its Subsidiaries has engaged in, admitted committing notice or been held by other communication from any Governmental Authority to have committed, or other Person regarding any material unfair labor practice under the National Labor Relations Act, as amended, violation or any similar local, state or foreign Law, in respect alleged violation of any Employee Applicable Law relating to hiring, recruiting, employing (or the Business, (vicontinuing to employ) there are no material employment-related controversies, claims, unfair labor practice charges, grievances or arbitrations pending or, to Seller’s Knowledge, threatened with respect to the Business, between Seller or any of its Subsidiaries, on the one hand, and any of the Employees, any representative thereof or any Governmental Authority on the other hand, (vii) to Seller’s Knowledge, all Employees are legally anyone not authorized to work in the country where they are locatedUnited States. For each employee of any Operating Company whose social security number (or purported social security number) that has appeared on any “no-match” notification from the Social Security Administration, (viii) except as would not result such employee or such Operating Company has resolved in material Liabilities for the Business, since September 30, 2014, all Employees have been properly classified as exempt accordance with Applicable Law each discrepancy or non-exempt under the FLSA and compensated for all time worked in accordance compliance with all applicable Laws, including all applicable laws relating to the payment of minimum wages and overtime pay and (ix) except as would not result in material Liabilities for the Business, all individuals who have provided services to the Business since September 30, 2014 as consultants, independent contractors, leased employees or in a similar non-employee capacity have been properly classified and compensated as non-employees for purposes of all applicable Laws. Seller has provided to Purchaser true, correct and complete copies of each Labor Contract listed in Section 4.10(a) of the Seller Disclosure Letter, except each such Labor Contract that applies on a regional, national, or industry- or sector-wide basis. (b) With respect to Employees, Seller and each of its Subsidiaries are and at all times since September 30, 2014 have been in compliance in all material respects with all applicable Laws, Contracts, policies, plans and programs relating to employment and employment practices, including those relating to wages, hours, collective bargaining, unemployment insurance, workers’ compensation, equal employment opportunity, discrimination, harassment and retaliation, affirmative action, family and medical leave, the payment, reporting and withholding of Taxes, immigration, the employment of non-citizen workers in the Business, background checks, plant closings and mass layoffs and occupational safety and health (“Employment Matters”). There are no pending, or, to Seller’s Knowledge, threatened, material Actions or, to Seller’s Knowledge, investigations or examinations, or material outstanding Governmental Orders, relating to Employment Matters Applicable Law with respect to the Business. such social security number (c) Neither Seller nor any of its Subsidiaries hasor, during the ninety (90)-day period preceding the date of the Original Agreement, effectuated a “plant closing” or a “mass lay-off” (as such terms are defined in the WARN Act, in either case affecting any site of employment or facility of Seller or any of its Subsidiaries relating to the Business, and no such “plant closing” or “mass lay-off” is currently planned or anticipated. Section 4.10(c) of the Seller Disclosure Letter sets forth, as of the Closing Date, a list of each Former Business Employee who has been terminated involuntarily within the ninety (90) day period prior to the Closing Date, together with such Former Business Employee’s work location. (d) To the extent permitted by applicable Law, Seller has made available to Purchaser a correct and complete list of (i) all Employees, specifying each Employee’s employer, position, date of hire, work location, classification by entity as exempt or non-exempt under the FLSA (with respect to U.S. Employees), status as full-time or part-time, status as active or on leave (with respect to U.S. Employees), annual base salary or hourly rate of pay (as applicable), and target incentive compensation respectively, (ii) all individuals who are directly engaged by Seller or one of its Affiliates to provide services to the Business as independent contractors with annual compensation that is reasonably expected to exceed $250,000, specifying as to each such individual the nature of services provided, date of commencement of services, work location, and annual compensation paid to such individual for services provided to the Business, and (iii) a list of each Employee who has requested FMLA leave to begin after the Closing, the amount of any such FMLA leave utilized by each such Employee during the current year, and a description of the leave requested, and Seller shall update this list within thirty (30) days of the Anticipated Closing Date. (e) Seller has provided to Purchaser correct and complete copies of each template Employment Agreement used in the Business, and each Employment Agreement related to the Business that provides for an annual base salary or compensation in excess of $250,000. There is no material existing default or breach by Seller or any Subsidiary, as if applicable, under any material Employment Agreement. Except as set forth on Section 4.10(e) of the Seller Disclosure Letter, if Purchaser complies with its obligations to make offers of employment to the Offered Employees in accordance with Section 7.01, neither the execution and delivery of the Original Agreement, this Amended Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby shall cause any payment (including severance, change in control or otherwise) to become due to any Offered Employee under any Assumed Business Benefit Plan or Employment Agreementsuch purported social security number).

Employees and Labor Relations. (a) (i) No Employee A true, accurate and complete list of all directors and officers of the Company is represented by a labor unionset forth on Schedule 3.16(a). The Company does not have any full-time, works councilpart-time, temporary, leased, per diem or similar employee-representative body (collectively, a “Labor Organization”) in connection with his or her employment with the Business, (ii) no Labor Organization is certified or recognized as a representative of any Employee, and neither Seller nor any of its Subsidiaries is a party to, bound by, or has any obligation under any labor agreement, collective bargaining agreement or any similar agreements or arrangements with any Labor Organization pertaining to or which determines the terms or conditions of employment of any Employee other employees (collectively, “Labor ContractsEmployees”), (iii) to Seller’s Knowledge, there are no pending or threatened, and neither Seller nor any of its Subsidiaries has experienced since September 30, 2014, representation campaigns, elections or proceedings concerning union representation involving any Employee or activities or efforts of any Labor Organization to organize any Employee, (iv) there are no pending or, to Seller’s Knowledge, threatened, and neither Seller nor any of its Subsidiaries has experienced since September 30, 2014, picketing, strikes, concerted refusal to work overtime, slowdowns, work stoppages, lock-outs, or similar material labor disruptions by or with respect to any Employee or any representatives thereof with respect to the Business, (v) since September 30, 2014, neither Seller nor any of its Subsidiaries has engaged in, admitted committing or been held by any Governmental Authority to have committed, any material unfair labor practice under the National Labor Relations Act, as amended, or any similar local, state or foreign Law, in respect of any Employee or the Business, (vi) there are no material employment-related controversies, claims, unfair labor practice charges, grievances or arbitrations pending or, to Seller’s Knowledge, threatened with respect to the Business, between Seller or any of its Subsidiaries, on the one hand, and any of the Employees, any representative thereof or any Governmental Authority on the other hand, (vii) to Seller’s Knowledge, all Employees are legally authorized to work in the country where they are located, (viii) except as would not result in material Liabilities for the Business, since September 30, 2014, all Employees have been properly classified as exempt or non-exempt under the FLSA and compensated for all time worked in accordance with all applicable Laws, including all applicable laws relating to the payment of minimum wages and overtime pay and (ix) except as would not result in material Liabilities for the Business, all individuals who have provided natural persons providing services to the Business since September 30, 2014 Company as consultants, consultants or independent contractors, leased employees contractors or in a any similar non-employee capacity have been properly classified capacity. The Company is and compensated as non-employees for purposes of all applicable Laws. Seller has provided to Purchaser true, correct and complete copies of each Labor Contract listed in Section 4.10(a) of the Seller Disclosure Letter, except each such Labor Contract that applies on a regional, national, or industry- or sector-wide basis. (b) With respect to Employees, Seller and each of its Subsidiaries are and at all times since September 30, 2014 have been in compliance in all material respects with all applicable Laws, Contracts, policies, plans and programs Applicable Laws relating to employment and employment, employment practices, including those relating to wages, hours, collective bargaining, unemployment insurance, workers’ worker’s compensation, equal employment opportunity, discrimination, harassment and retaliation, affirmative action, family and medical leaveimmigration, the payment, reporting payment and withholding of Taxes, immigrationtermination of employment, the employment of non-citizen workers in the Business, background checks, plant closings and mass layoffs and occupational safety and health standards and similar foreign, state or local Applicable Laws. The Company has no obligation or liability of any kind to, or in respect of, any past or present director or officer or any past Employee, consultant or independent contractor and no payment or benefits will become payable to any such person as a result of the transactions contemplated hereby (either alone on in conjunction with any other event). (b) The Company does not sponsor, maintain, contribute to, have any obligation to contribute to, participate in or have liability (including, without limitation, potential or contingent liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended (“Employment MattersERISA”). There are no pending), or, to Seller’s Knowledge, threatened, material Actions or, to Seller’s Knowledge, investigations or examinations, or material outstanding Governmental Orders, relating to Employment Matters with respect to, any employee benefit or compensation plan, program, policy, agreement or arrangement (collectively, “Plans”), whether or not subject to ERISA, and each Plan that has in the past six (6) years been applicable to the BusinessCompany or any past Employees was established, maintained and administered in all material respects in compliance with all Applicable Laws and its terms and no unsatisfied liability or obligation of the Company of any kind exists under any such Plan. (c) Neither Seller nor any of its Subsidiaries has, during the ninety (90)-day period preceding the date of the Original Agreement, effectuated a “plant closing” or a “mass lay-off” (as such terms are defined in the WARN Act, in either case affecting any site of employment or facility of Seller or any of its Subsidiaries relating to the BusinessThe Company is not, and no such “plant closing” has not been, subject to or “mass lay-off” is currently planned bound by any union or anticipated. Section 4.10(c) of the Seller Disclosure Letter sets forth, as of the Closing Date, a list of each Former Business Employee who has been terminated involuntarily within the ninety (90) day period prior to the Closing Date, together with such Former Business Employee’s work locationcollective bargaining agreements. (d) To the extent permitted by applicable Law, Seller has made available to Purchaser a correct and complete list of (i) all Employees, specifying each Employee’s employer, position, date of hire, work location, classification by entity as exempt or non-exempt under the FLSA (with respect to U.S. Employees), status as full-time or part-time, status as active or on leave (with respect to U.S. Employees), annual base salary or hourly rate of pay (as applicable), and target incentive compensation respectively, (ii) all individuals who are directly engaged by Seller or one of its Affiliates to provide services to the Business as independent contractors with annual compensation that is reasonably expected to exceed $250,000, specifying as to each such individual the nature of services provided, date of commencement of services, work location, and annual compensation paid to such individual for services provided to the Business, and (iii) a list of each Employee who has requested FMLA leave to begin after the Closing, the amount of any such FMLA leave utilized by each such Employee during the current year, and a description of the leave requested, and Seller shall update this list within thirty (30) days of the Anticipated Closing Date. (e) Seller has provided to Purchaser correct and complete copies of each template Employment Agreement used in the Business, and each Employment Agreement related to the Business that provides for an annual base salary or compensation in excess of $250,000. There is no material existing default or breach by Seller or any Subsidiary, as applicable, under any material Employment Agreement. Except as set forth on Section 4.10(e) of the Seller Disclosure Letter, if Purchaser complies with its obligations to make offers of employment to the Offered Employees in accordance with Section 7.01, neither the execution and delivery of the Original Agreement, this Amended Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby shall cause any payment (including severance, change in control or otherwise) to become due to any Offered Employee under any Assumed Business Benefit Plan or Employment Agreement.

Employees and Labor Relations. (a) Except as listed in Schedule 3.17(a), with respect to the Company or any Employee as of the date of this Agreement: (i1) No Employee is represented by a labor union, works council, or similar employee-representative body (collectively, a “Labor Organization”) in connection with his or her employment with the Business, (ii) Company has no Labor Organization is certified or recognized as a representative of present intention to terminate any Employee’s employment; (2) to the Sellers’ Knowledge, and neither Seller nor any of its Subsidiaries no Employee is a party toto any confidentiality, bound bynon-competition, proprietary rights or has similar Contract between such Employee and any obligation under any labor agreementPerson other than the Company that is material to the performance of such Employee’s employment duties or the Company’s ability (or, after Closing, that would be material to Buyer’s ability) to conduct the Business of the Company as conducted as of the date hereof; (3) there is no collective bargaining agreement or any similar agreements or arrangements relationship with any Labor Organization pertaining labor organization; (4) no labor organization or group of Employees has filed any representation petition or, to or which determines the terms or conditions of employment of any Employee (collectively, “Labor Contracts”), (iii) to Seller’s Sellers’ Knowledge, there are made any written or oral demand for recognition; (5) no pending union organizing or threateneddecertification effort exists or has occurred since January 1, 2016 or is Threatened and neither Seller nor no circumstance reasonably likely to result in any of its Subsidiaries the foregoing exists; (6) no labor strike, work stoppage, picketing, slowdown or other material labor dispute has experienced occurred since September 30January 1, 20142017 or, representation campaignsto Sellers’ Knowledge, elections or proceedings concerning union representation involving any Employee or activities or efforts of any Labor Organization to organize any Employee, is Threatened; (iv7) there are is no workers’ compensation Liability, experience or matter that, to the Sellers’ Knowledge, will or is reasonably likely to materially and adversely affect the Company or Buyer (other than as is accrued in the Interim Balance Sheet); (8) there is no employment-related Proceeding pending or, to Seller’s the Sellers’ Knowledge, threatened, and neither Seller nor Threatened regarding an alleged violation or breach by the Company (or any of its Subsidiaries managers, officers, governors or directors) of any Applicable Law or Contract; and (9) to the Sellers’ Knowledge, no Employee or agent of the Company has experienced since September 30committed any act or omission giving rise to any material Liability for any violation or breach by the Company (or any of its managers, 2014officers, picketinggovernors or directors) of any Applicable Law or Contract. (b) Schedule 3.17(b) lists, strikesas of the date stated in such Schedule, concerted refusal the name, position, location, classification of each employee as exempt/nonexempt and full-time/part-time (with full-time being any employee regularly scheduled to work overtime30 or more hours per week), slowdownsbase compensation (including any awards under any bonus, work stoppagesincentive, lock-outsperformance or other Employee Plan and any fringe benefit or other benefit) and, for calendar year 2019, total compensation for each Employee. As of the date of this Agreement, no such Employee has communicated in writing to the Company any intention to terminate such Employee’s employment with the Company, and to the Company’s Knowledge no such Employee has any current intention to terminate such Employee’s employment with the Company. (c) With respect to the transactions contemplated herein, any notice required under any Applicable Law or similar material labor disruptions by or collective bargaining agreement with respect to any Employee has been given, and all bargaining obligations with any known employee representative have been satisfied. In the ninety (90) days preceding the date of this Agreement, the Company has not implemented any plant closing or layoff of employees governed by the WARN Act or any representatives thereof similar Applicable Law. (d) The Company or the Company’s professional employer organization has in its files a Form I-9 that is validly and properly completed in accordance with Applicable Law for each Employee with respect to the Business, (v) since September 30, 2014, neither Seller nor whom such form is required under Applicable Law. The Company has not received any of its Subsidiaries has engaged in, admitted committing notice or been held by other communication from any Governmental Authority to have committed, or other Person regarding any material unfair labor practice under the National Labor Relations Act, as amended, violation or any similar local, state or foreign Law, in respect alleged violation of any Employee Applicable Law relating to hiring, recruiting, employing (or the Business, (vicontinuing to employ) there are no material employment-related controversies, claims, unfair labor practice charges, grievances or arbitrations pending or, to Seller’s Knowledge, threatened with respect to the Business, between Seller or any of its Subsidiaries, on the one hand, and any of the Employees, any representative thereof or any Governmental Authority on the other hand, (vii) to Seller’s Knowledge, all Employees are legally anyone not authorized to work in the country where they are locatedUnited States. For each Employee whose social security number (or purported social security number) that has appeared on any “no-match” notification from the Social Security Administration, (viii) except as would not result such Employee has resolved in material Liabilities for the Business, since September 30, 2014, all Employees have been properly classified as exempt accordance with Applicable Law each discrepancy or non-exempt under the FLSA and compensated for all time worked in accordance compliance with all applicable Laws, including all applicable laws relating to the payment of minimum wages and overtime pay and (ix) except as would not result in material Liabilities for the Business, all individuals who have provided services to the Business since September 30, 2014 as consultants, independent contractors, leased employees or in a similar non-employee capacity have been properly classified and compensated as non-employees for purposes of all applicable Laws. Seller has provided to Purchaser true, correct and complete copies of each Labor Contract listed in Section 4.10(a) of the Seller Disclosure Letter, except each such Labor Contract that applies on a regional, national, or industry- or sector-wide basis. (b) With respect to Employees, Seller and each of its Subsidiaries are and at all times since September 30, 2014 have been in compliance in all material respects with all applicable Laws, Contracts, policies, plans and programs relating to employment and employment practices, including those relating to wages, hours, collective bargaining, unemployment insurance, workers’ compensation, equal employment opportunity, discrimination, harassment and retaliation, affirmative action, family and medical leave, the payment, reporting and withholding of Taxes, immigration, the employment of non-citizen workers in the Business, background checks, plant closings and mass layoffs and occupational safety and health (“Employment Matters”). There are no pending, or, to Seller’s Knowledge, threatened, material Actions or, to Seller’s Knowledge, investigations or examinations, or material outstanding Governmental Orders, relating to Employment Matters Applicable Law with respect to the Business. such social security number (c) Neither Seller nor any of its Subsidiaries hasor, during the ninety (90)-day period preceding the date of the Original Agreementif applicable, effectuated a “plant closing” or a “mass lay-off” (as such terms are defined in the WARN Act, in either case affecting any site of employment or facility of Seller or any of its Subsidiaries relating to the Business, and no such “plant closing” or “mass lay-off” is currently planned or anticipated. Section 4.10(c) of the Seller Disclosure Letter sets forth, as of the Closing Date, a list of each Former Business Employee who has been terminated involuntarily within the ninety (90) day period prior to the Closing Date, together with such Former Business Employee’s work location. (d) To the extent permitted by applicable Law, Seller has made available to Purchaser a correct and complete list of (i) all Employees, specifying each Employee’s employer, position, date of hire, work location, classification by entity as exempt or non-exempt under the FLSA (with respect to U.S. Employeespurported social security number), status as full-time or part-time, status as active or on leave (with respect to U.S. Employees), annual base salary or hourly rate of pay (as applicable), and target incentive compensation respectively, (ii) all individuals who are directly engaged by Seller or one of its Affiliates to provide services to the Business as independent contractors with annual compensation that is reasonably expected to exceed $250,000, specifying as to each such individual the nature of services provided, date of commencement of services, work location, and annual compensation paid to such individual for services provided to the Business, and (iii) a list of each Employee who has requested FMLA leave to begin after the Closing, the amount of any such FMLA leave utilized by each such Employee during the current year, and a description of the leave requested, and Seller shall update this list within thirty (30) days of the Anticipated Closing Date. (e) Seller has All Persons performing services for the Company as of the date of this Agreement who are classified and treated as independent contractors, consultants or in a similar capacity qualify as independent contractors and not as employees under Applicable Laws. (f) The Sellers have provided to Purchaser correct and complete Buyer copies of each template Employment Agreement used in the Business, and each Employment Agreement related all written employment policies with respect to the Business that provides for an annual base salary or compensation in excess of $250,000. There is no material existing default or breach by Seller or any Subsidiary, as applicable, under any material Employment Agreement. Except as set forth on Section 4.10(e) of the Seller Disclosure Letter, if Purchaser complies with its obligations to make offers of employment to the Offered Employees in accordance with Section 7.01, neither the execution and delivery of the Original Agreement, this Amended Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby shall cause any payment (including severance, change in control or otherwise) to become due to any Offered Employee under any Assumed Business Benefit Plan or Employment AgreementEmployees.

Employees and Labor Relations. (a) (i) No Employee is represented by a labor union, works council, or similar employee-representative body (collectively, a “Labor Organization”) in connection with his or her employment with the Business, (ii) no Labor Organization is certified or recognized as a representative of any Employee, and neither Seller nor any of its Subsidiaries is a party to, bound by, or has any obligation under any labor agreement, collective bargaining agreement or any similar agreements or arrangements with any Labor Organization pertaining to or which determines the terms or conditions of employment of any Employee (collectively, “Labor Contracts”), (iii) to Seller’s Knowledge, there are no pending or threatened, and neither Seller nor any of its Subsidiaries has experienced since September 30, 2014, representation campaigns, elections or proceedings concerning union representation involving any Employee or activities or efforts of any Labor Organization to organize any Employee, (iv) there are no pending or, to Seller’s Knowledge, threatened, and neither Seller nor any of its Subsidiaries has experienced since September 30, 2014, picketing, strikes, concerted refusal to work overtime, slowdowns, work stoppages, lock-outs, or similar material labor disruptions by or with respect to any Employee or any representatives thereof with respect to the Business, (v) since September 30, 2014, neither Seller nor any of its Subsidiaries has engaged in, admitted committing or been held by any Governmental Authority to have committed, any material unfair labor practice under the National Labor Relations Act, as amended, or any similar local, state or foreign Law, in respect of any Employee or the Business, (vi) there are no material employment-related controversies, claims, unfair labor practice charges, grievances or arbitrations pending or, to Seller’s Knowledge, threatened with respect to the Business, between Seller or any of its Subsidiaries, on the one hand, and any of the Employees, any representative thereof or any Governmental Authority on the other hand, (vii) to Seller’s Knowledge, all Employees are legally authorized to work in the country where they are located, (viii) except as would not result in material Liabilities for the Business, since September 30, 2014, all Employees have been properly classified as exempt or non-exempt under the FLSA and compensated for all time worked in accordance with all applicable Laws, including all applicable laws relating to the payment of minimum wages and overtime pay and (ix) except as would not result in material Liabilities for the Business, all individuals who have provided services to the Business since September 30, 2014 as consultants, independent contractors, leased employees or in a similar non-employee capacity have been properly classified and compensated as non-employees for purposes of all applicable Laws. Seller has provided to Purchaser true, correct and complete copies of each Labor Contract listed in Section 4.10(a) of the Seller Disclosure Letter, except each such Labor Contract that applies on a regional, national, or industry- or sector-wide basis. (b) With respect to Employees, Seller and each of its Subsidiaries are and at all times since September 30, 2014 have been in compliance in all material respects with all applicable Laws, Contracts, policies, plans and programs relating to employment and employment practices, including those relating to wages, hours, collective bargaining, unemployment insurance, workers’ compensation, equal employment opportunity, discrimination, harassment and retaliation, affirmative action, family and medical leave, the payment, reporting and withholding of Taxes, immigration, the employment of non-citizen workers in the Business, background checks, plant closings and mass layoffs and occupational safety and health (“Employment Matters”). There are no pending, or, to Seller’s Knowledge, threatened, material Actions or, to Seller’s Knowledge, investigations or examinations, or material outstanding Governmental Orders, relating to Employment Matters with respect to the Business. (c) Neither Seller nor any of its Subsidiaries has, during the ninety (90)-day 90-day period preceding the date of the Original Agreementhereof, effectuated a “plant closing” or a “mass lay-off” (as such terms are defined in the WARN Act, in either case affecting any site of employment or facility of Seller or any of its Subsidiaries relating to the Business, and no such “plant closing” or “mass lay-off” is currently planned or anticipated. Section 4.10(c) of the Seller Disclosure Letter sets forth, as of the Closing Date, a list of each Former Business Employee who has been terminated involuntarily within the ninety (90) day period prior to the Closing Date, together with such Former Business Employee’s work location. (d) To the extent permitted by applicable Law, Seller has made available to Purchaser a correct and complete list of (i) all Employees, specifying each Employee’s employer, position, date of hire, work location, classification by entity as exempt or non-exempt under the FLSA (with respect to U.S. Employees), status as full-time or part-time, status as active or on leave (with respect to U.S. Employees), annual base salary or hourly rate of pay (as applicable), and target incentive compensation respectively, (ii) all individuals who are directly engaged by Seller or one of its Affiliates to provide services to the Business as independent contractors with annual compensation that is reasonably expected to exceed $250,000, specifying as to each such individual the nature of services provided, date of commencement of services, work location, and annual compensation paid to such individual for services provided to the Business, and (iii) a list of each Employee who has requested FMLA leave to begin after the Closing, the amount of any such FMLA leave utilized by each such Employee during the current year, and a description of the leave requested, and Seller shall update this list within thirty (30) days of the Anticipated Closing Date. (e) Seller has provided to Purchaser correct and complete copies of each template Employment Agreement used in the Business, and each Employment Agreement related to the Business that provides for an annual base salary or compensation in excess of $250,000. There is no material existing default or breach by Seller or any Subsidiary, as applicable, under any material Employment Agreement. Except as set forth on Section 4.10(e) of the Seller Disclosure Letter, if Purchaser complies with its obligations to make offers of employment to the Offered Employees in accordance with Section 7.01, neither the execution and delivery of the Original Agreement, this Amended Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby shall cause any payment (including severance, change in control or otherwise) to become due to any Offered Employee under any Assumed Business Benefit Plan or Employment Agreement.

Employees and Labor Relations. (a) Except as listed in Schedule 3.17(a), with respect to each Acquired Company: (i1) No Employee such Acquired Company has no present intention to terminate any employee’s employment; (2) to Sellers’ Knowledge, no employee thereof is represented by a party to any confidentiality, non-competition, proprietary rights or similar Contract between such employee and any Person other than any Acquired Company that is material to the performance of such employee’s employment duties or the such Acquired Company’s ability to conduct the business of such Acquired Company; (3) there is no collective bargaining agreement or other labor unionor similar agreement, understanding or relationship with any labor organization, works council, or similar employee-representative body employee group, and has not been the prior five years; (collectively, a “Labor Organization”) in connection with his or her employment with the Business, (ii4) no Labor Organization is certified labor organization or recognized as a representative group of employees has filed any Employee, and neither Seller nor representation petition or made any of its Subsidiaries is a party to, bound by, written or oral demand for recognition; (5) no union organizing or decertification effort exists or has any obligation under any labor agreement, collective bargaining agreement or any similar agreements or arrangements with any Labor Organization pertaining to or which determines occurred in the terms or conditions of employment of any Employee (collectively, “Labor Contracts”), (iii) to Seller’s Knowledge, there are no pending or threatened, and neither Seller nor any of its Subsidiaries has experienced since September 30, 2014, representation campaigns, elections or proceedings concerning union representation involving any Employee or activities or efforts of any Labor Organization to organize any Employee, (iv) there are no pending past five years or, to Seller’s Sellers’ Knowledge, threatenedis or was Threatened; (6) no labor strike, and neither Seller nor any of its Subsidiaries has experienced since September 30, 2014work stoppage, picketing, strikes, concerted refusal to work overtime, slowdowns, work stoppages, lock-outs, slowdown or similar other material labor disruptions by dispute has occurred in the past five years or, to Sellers’ Knowledge, is or was Threatened; and (7) there is no workers’ compensation obligation, experience or matter that will or would be reasonably likely to materially adversely affect such Acquired Company (other than as is accrued in the Interim Balance Sheet). (b) Except as set forth on Schedule 3.17(b), no Acquired Company has any (1) employee working, in whole or part, outside the United States, and (2) employment-related or employment-type Liability with respect to any Employee Person working, in whole or part, outside the United States. (c) Schedule 3.17(c) contains a list of all persons who are (or are deemed, under Applicable Law, to be) employees of any representatives thereof with respect Acquired Company as of the date stated thereon (which date is not more than five Business Days prior to the Businessdate hereof), including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (1) name; (2) title or position (and stating whether full or part-time); (3) primary work location and employing entity; (4) status as exempt or non-exempt for wage and hour purposes, (v5) since September 30hire date; (6) current annual base salary or hourly compensation rate; (7) summary of current year and prior year commission, 2014bonus or other incentive-based compensation eligibility and receipt; (8) accrued and unused paid time off or vacation leave; (9) current leave status, neither Seller nor any including the nature of its Subsidiaries has engaged in, admitted committing or been held by any Governmental Authority such leave and anticipated date of return to have committed, any material unfair labor practice under the National Labor Relations Act, as amended, or any similar local, state or foreign Law, in respect active employment; and (10) identification of any Employee or the Business, (vi) there are no material employment-related controversies, claims, unfair labor practice charges, grievances or arbitrations pending or, to Seller’s Knowledge, threatened with respect to the Business, between Seller or any of its Subsidiaries, on the one hand, and any of the Employees, any representative thereof or any Governmental Authority on the other hand, (vii) to Seller’s KnowledgeContract. Except listed in Schedule 3.17(c), all Employees employees of any Acquired Company are legally authorized employed on an at-will basis terminable by the applicable Acquired Company without notice and without Liability to work in the country where they are located, (viii) except as would not result in material Liabilities for the Business, since September 30, 2014, all Employees any Acquired Company. All employees of any Acquired Company have been and are properly classified as exempt or non-exempt for wage and hour purposes under the FLSA and compensated for all time worked in accordance with all applicable Laws, including all applicable laws relating to the payment of minimum wages and overtime pay and (ix) except as would not result in material Liabilities for the Business, all individuals who have provided services to the Business since September 30, 2014 as Applicable Law. All consultants, independent contractors, leased employees or in a similar non-employee capacity contractors and other service providers have been and are properly classified and compensated as non-employees for purposes of all applicable Laws. Seller has provided to Purchaser true, correct and complete copies of each Labor Contract listed in Section 4.10(a) of the Seller Disclosure Letter, except each such Labor Contract that applies on a regional, national, or industry- or sector-wide basis. (b) With respect to Employees, Seller and each of its Subsidiaries are and at all times since September 30, 2014 have been in compliance in all material respects with all applicable Laws, Contracts, policies, plans and programs relating to employment and employment practices, including those relating to wages, hours, collective bargaining, unemployment insurance, workers’ compensation, equal employment opportunity, discrimination, harassment and retaliation, affirmative action, family and medical leave, the payment, reporting and withholding of Taxes, immigration, the employment of non-citizen workers in the Business, background checks, plant closings and mass layoffs and occupational safety and health (“Employment Matters”). There are no pending, or, to Seller’s Knowledge, threatened, material Actions or, to Seller’s Knowledge, investigations or examinations, or material outstanding Governmental Orders, relating to Employment Matters with respect to the Business. (c) Neither Seller nor any of its Subsidiaries has, during the ninety (90)-day period preceding the date of the Original Agreement, effectuated a “plant closing” or a “mass lay-off” (as such terms are defined in the WARN Act, in either case affecting any site of employment or facility of Seller or any of its Subsidiaries relating to the Business, and no such “plant closing” or “mass lay-off” is currently planned or anticipated. Section 4.10(c) of the Seller Disclosure Letter sets forth, as of the Closing Date, a list of each Former Business Employee who has been terminated involuntarily within the ninety (90) day period prior to the Closing Date, together with such Former Business Employee’s work locationindependent contractors under Applicable Law. (d) To the extent permitted by applicable Law, Seller has made available to Purchaser a correct and complete list of (i) all Employees, specifying each Employee’s employer, position, date of hire, work location, classification by entity Except as exempt or non-exempt under the FLSA (with respect to U.S. Employeeslisted in Schedule 3.17(d), status as full-time or part-time, status as active or on leave (with respect no salaried employee listed in Schedule 3.17(c) has communicated to U.S. Employees), annual base salary or hourly rate of pay (as applicable), and target incentive compensation respectively, (ii) all individuals who are directly engaged by Seller or one of its Affiliates any Acquired Company any intention to provide services to the Business as independent contractors with annual compensation that is reasonably expected to exceed $250,000, specifying as to each cease such individual the nature of services provided, date of commencement of services, work location, and annual compensation paid to such individual for services provided to the Business, and (iii) a list of each Employee who has requested FMLA leave to begin after the Closing, the amount of any such FMLA leave utilized by each such Employee during the current year, and a description of the leave requested, and Seller shall update this list within thirty (30) days of the Anticipated Closing Dateemployee’s employment. (e) Seller Schedule 3.17(e) lists each individual who, as of the date stated thereon, is an independent contractor of any Acquired Company and for each such independent contractor identifies: (1) the initial date of engagement with any Acquired Company; (2) the compensation terms; (3) the nature of the services provided by the independent contractor; and (4) whether the relationship is subject to any written agreement. (f) With respect to the transactions contemplated herein, any notice required under any Applicable Law or employment-related Contract has provided to Purchaser correct and complete copies been given. (g) Throughout the past three years, no Acquired Company has implemented any plant closing or layoff of each template Employment Agreement used in employees governed by the BusinessWARN Act or any similar Applicable Law, and each Employment Agreement related to no such action by any Acquired Company has been announced or is contemplated by any Acquired Company as of the Business that provides for an annual base salary date hereof. (h) No Acquired Company is a government contractor or compensation in excess of $250,000. There is no material existing default or breach by Seller or subcontractor with any Subsidiary, as applicable, affirmative action obligations under any material Employment Agreement. Applicable Law. (i) Except as set forth on Section 4.10(elisted in Schedule 3.17(i): (1) of the Seller Disclosure Letter, if Purchaser complies with each Acquired Company has in its obligations to make offers of employment to the Offered Employees files a Form I-9 that is validly and properly completed in accordance with Section 7.01Applicable Law for each employee or former employee of such Acquired Company with respect to whom such form is required under Applicable Law; (2) no Acquired Company has received any notice or other communication from any Governmental Authority or other Person regarding any violation or alleged violation of any Applicable Law relating to hiring, neither recruiting, employing (or continuing to employ) anyone not authorized or properly authorized to work in the execution country in which such employee is or has been employed; and delivery (3) for each employee of any Acquired Company whose social security number (or purported social security number) that has appeared on any “no-match” notification from the Social Security Administration (SSA), such employee or the applicable Acquired Company has resolved in accordance with Applicable Law each discrepancy or non-compliance with Applicable Law with respect to such social security number (or, if applicable, such purported social security number). No current employee of any Acquired Company is employed pursuant to a work visa and, to Sellers’ Knowledge, each current employee of each Acquired Company is authorized to work in the country in which such employee is working. (j) Except as listed in Schedule 3.17(j), in the past five years, no allegation of sexual harassment, discrimination based on sex, or similar allegation has been made to any Acquired Company against any individual in their capacity as an employee of any Acquired Company where such individual is at the level of the Original Agreementjob title of manager or director (or comparable title) or above. (k) Except as listed in Schedule 3.17(k), this Amended Agreement in the past five years, no Acquired Company has received a written notice, citation, complaint or charge asserting any violation of or Liability under the Ancillary Agreements nor the consummation federal Occupational Safety and Health Act of 1970 or any similar Applicable Law concerning employee health and safety. (l) The Sellers have made available copies of all employee handbooks, employment policies, plans, arrangements, or other agreements to which any employee of the transactions contemplated hereby Acquired Companies is subject or thereby shall cause under which any payment (including severance, change in control employee of the Acquired Companies is eligible for any compensation or otherwise) to become due to any Offered Employee under any Assumed Business Benefit Plan or Employment Agreementother employment rights.

Employees and Labor Relations. (a) With respect to each Acquired Company: (i1) No Employee there is represented by a labor union, works council, or similar employee-representative body (collectively, a “Labor Organization”) in connection with his or her employment with the Business, (ii) no Labor Organization is certified or recognized as a representative of any Employee, and neither Seller nor any of its Subsidiaries is a party to, bound by, or has any obligation under any labor agreement, collective bargaining agreement or any similar agreements or arrangements relationship with any Labor Organization pertaining to labor organization; (2) no labor organization or which determines the terms group of employees has filed any representation petition or conditions of employment of made any Employee written or oral demand for recognition; (collectively, “Labor Contracts”), (iii3) to Sellerany Acquired Company’s Knowledge, there are no pending union organizing or threateneddecertification effort exists or has occurred since January 1, and neither Seller nor any of its Subsidiaries has experienced since September 30, 2014, representation campaigns, elections or proceedings concerning union representation involving any Employee or activities or efforts of any Labor Organization to organize any Employee, (iv) there are no pending 2012 or, to Sellerany Acquired Company’s Knowledge, threatenedis Threatened; and (4) no labor strike, and neither Seller nor any of its Subsidiaries has experienced since September 30, 2014work stoppage, picketing, strikes, concerted refusal to work overtime, slowdowns, work stoppages, lock-outs, slowdown or similar other material labor disruptions by or with respect to any Employee or any representatives thereof with respect to the Businessdispute has occurred since January 1, (v) since September 30, 2014, neither Seller nor any of its Subsidiaries has engaged in, admitted committing or been held by any Governmental Authority to have committed, any material unfair labor practice under the National Labor Relations Act, as amended, or any similar local, state or foreign Law, in respect of any Employee or the Business, (vi) there are no material employment-related controversies, claims, unfair labor practice charges, grievances or arbitrations pending 2012 or, to Sellerany Acquired Company’s Knowledge, threatened with respect to the Business, between Seller or any of its Subsidiaries, on the one hand, and any of the Employees, any representative thereof or any Governmental Authority on the other hand, (vii) to Seller’s Knowledge, all Employees are legally authorized to work in the country where they are located, (viii) except as would not result in material Liabilities for the Business, since September 30, 2014, all Employees have been properly classified as exempt or non-exempt under the FLSA and compensated for all time worked in accordance with all applicable Laws, including all applicable laws relating to the payment of minimum wages and overtime pay and (ix) except as would not result in material Liabilities for the Business, all individuals who have provided services to the Business since September 30, 2014 as consultants, independent contractors, leased employees or in a similar non-employee capacity have been properly classified and compensated as non-employees for purposes of all applicable Laws. Seller has provided to Purchaser true, correct and complete copies of each Labor Contract listed in Section 4.10(a) of the Seller Disclosure Letter, except each such Labor Contract that applies on a regional, national, or industry- or sector-wide basisis Threatened. (b) With respect to Employees, Seller and each of its Subsidiaries are and at all times since September 30, 2014 have been in compliance in all material respects with all applicable Laws, Contracts, policies, plans and programs relating to employment and employment practices, including those relating to wages, hours, collective bargaining, unemployment insurance, workers’ compensation, equal employment opportunity, discrimination, harassment and retaliation, affirmative action, family and medical leave, the payment, reporting and withholding of Taxes, immigration, the employment of non-citizen workers in the Business, background checks, plant closings and mass layoffs and occupational safety and health (“Employment Matters”). There are no pending, or, to SellerTo any Acquired Company’s Knowledge, threatenednone of its current or former employees have any claim against it on account of or for (1) overtime pay, material Actions orother than overtime pay for the current payroll period, to Seller’s Knowledge(2) wages or salary (excluding current bonus accruals and amounts accruing under pension and profit sharing plans) for any period other than the current payroll period, investigations (3) vacation, time off or examinationspay in lieu of vacation or time off, other than that earned in respect of the current fiscal year, or material outstanding Governmental Orders, (4) any violation of any Applicable Law relating to Employment Matters with respect to the Businessminimum wages or maximum hours of work. (c) Neither Seller nor To any Acquired Company’s Knowledge, no claim has been made that remains outstanding for breach of its Subsidiaries has, during the ninety (90)-day period preceding the date of the Original Agreement, effectuated a “plant closing” or a “mass lay-off” (as such terms are defined in the WARN Act, in either case affecting any site contract of employment or facility for services or for compensation for unfair dismissal or for failure to comply with any Applicable Law concerning employment rights or in relation to any alleged sex or race discrimination or for any other liability accruing from the termination or variation of Seller any contract of employment or for services; nor are the Acquired Companies aware that any of its Subsidiaries relating to the Business, and no such “plant closing” or “mass lay-off” is currently planned or anticipated. Section 4.10(c) of the Seller Disclosure Letter sets forth, as of the Closing Date, a list of each Former Business Employee who claim has been terminated involuntarily within the ninety (90) day period prior to the Closing Date, together with such Former Business Employee’s work locationthreatened or is pending. (d) To Throughout the extent permitted past three years, no Acquired Company has implemented any plant closing or layoff of employees governed by applicable the WARN Act or any similar Applicable Law, Seller has made available to Purchaser a correct and complete list of (i) all Employees, specifying each Employee’s employer, position, date of hire, work location, classification by entity as exempt or non-exempt under the FLSA (with respect to U.S. Employees), status as full-time or part-time, status as active or on leave (with respect to U.S. Employees), annual base salary or hourly rate of pay (as applicable), and target incentive compensation respectively, (ii) all individuals who are directly engaged by Seller or one of its Affiliates to provide services to the Business as independent contractors with annual compensation that is reasonably expected to exceed $250,000, specifying as to each such individual the nature of services provided, date of commencement of services, work location, and annual compensation paid to such individual for services provided to the Business, and (iii) a list of each Employee who has requested FMLA leave to begin after the Closing, the amount of any such FMLA leave utilized by each such Employee during the current year, and a description of the leave requested, and Seller shall update this list within thirty (30) days of the Anticipated Closing Date. (e) Seller A list of all employees to whom any Acquired Company has provided to Purchaser correct and complete copies made any loan or advance, which includes the amount of each template Employment Agreement used in such loan or advance and the Businessdate on which it was made, together with the terms of such loans (including maximum borrowings and each Employment Agreement related to the Business that provides for an annual base salary or compensation in excess of $250,000. There minimum monthly payments), is no material existing default or breach by Seller or any Subsidiary, as applicable, under any material Employment Agreement. Except as set forth on Section 4.10(e) of the Seller Disclosure Letter, if Purchaser complies with its obligations to make offers of employment to the Offered Employees in accordance with Section 7.01, neither the execution and delivery of the Original Agreement, this Amended Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby shall cause any payment (including severance, change in control or otherwise) to become due to any Offered Employee under any Assumed Business Benefit Plan or Employment AgreementSchedule 3.16(e).

Employees and Labor Relations. (a) (i) No Employee is represented by a labor union, works council, or similar employee-representative body (collectively, a “Labor Organization”) in connection with his or her employment with the Business, (ii) no Labor Organization is certified or recognized as a representative of any Employee, and neither any of the Transferred Entities, Seller nor any of its Subsidiaries is a party to, bound by, or has any obligation under any labor agreement, collective bargaining agreement or any similar agreements or arrangements with any Labor Organization pertaining to or which determines the terms or conditions of employment of any Employee (collectively, “Labor Contracts”), (iii) the Transferred Entities have not been served with written notice of, and to Seller’s Knowledge, there are no pending or threatened, and neither Seller nor any of its Subsidiaries has experienced since September 30, 20142015, representation campaigns, elections or proceedings concerning union representation involving any Employee or activities or efforts of any Labor Organization to organize any Employee, (iv) there are no pending or, to Seller’s Knowledge, threatened, and neither Seller nor any of its Subsidiaries has experienced since September 30, 20142015, picketing, strikes, concerted refusal to work overtime, slowdowns, work stoppages, lock-outs, or similar material labor disruptions by or with respect to any Employee or any representatives thereof with respect to the Business, (v) since September 30, 20142015, neither any of the Transferred Entities, nor Seller nor any of its Subsidiaries has engaged in, admitted committing or been held by any Governmental Authority to have committed, any material unfair labor practice under the National Labor Relations Act, as amended, or any similar local, state or foreign Lawapplicable Law regulating labor relations, in respect of any Employee or the Business, (vi) there are no material employment-related controversies, claims, unfair labor practice charges, grievances or arbitrations pending or, to Seller’s Knowledge, threatened with respect to the Business, between any of the Transferred Entities, Seller or any of its Subsidiaries, on the one hand, and any of the Employees, any representative thereof thereof. any Labor Organization or any Governmental Authority on the other hand, (vii) to Seller’s Knowledge, all Employees are legally authorized to work in the country where they are located, (viii) except as would not result in material Liabilities for the Business, since September 30, 20142015, all Employees have been properly classified as exempt or non-exempt under the FLSA any applicable Law regulating fair labor standards or basic conditions of employment and compensated for all time worked in accordance with all applicable Laws, including all applicable laws relating to the payment of minimum wages and overtime pay and (ix) except as would not result in material Liabilities for the Business, all individuals who have provided services to the Business since September 30, 2014 2015 as consultants, independent contractors, leased employees or in a similar non-employee capacity have been properly classified and compensated as non-employees for purposes of all applicable Laws. Seller has provided to Purchaser true, correct and complete copies of each Labor Contract listed in Section 4.10(a) of the Seller Disclosure Letter, except each such Labor Contract that applies on a regional, national, or industry- or sector-wide basis. (b) With respect to Employees, Seller and each of its Subsidiaries (including the Transferred Entities) are and at all times since September 30, 2014 2015 have been in compliance in all material respects with all applicable Laws, Contracts, policies, plans and programs relating to employment and employment practices, including those relating to wages, hours, collective bargaining, unemployment insurance, workers’ compensation, equal employment opportunity, discrimination, harassment and retaliation, affirmative action, family and medical leave, the payment, reporting and withholding of Taxes, immigration, the employment of non-citizen workers in the Business, background checks, plant closings and mass layoffs and layoffs, occupational safety and health and employee leasing (Arbeitnehmerüberlassung) whether as lessor or lessee (“Employment Matters”). There are no pending, or, to Seller’s Knowledge, threatened, material Actions or, to Seller’s Knowledge, or investigations or examinations, or material outstanding Governmental OrdersOrders or court proceedings, relating to Employment Matters with respect to the Business. (c) Neither Seller nor any of its Subsidiaries hasSince January 1, during the ninety (90)-day period preceding the date of the Original Agreement2018, effectuated there has not been a “plant closing” or a “mass lay-off” (as such terms are defined in the WARN Act, the German Works Constitution Act (Betriebsverfassungsgesetz) or similar applicable local Laws), in either case affecting any site of employment or facility of Seller or any of its Subsidiaries (including the Transferred Entities) relating to the Business, and no such “plant closing” or “mass lay-off” is currently planned or anticipated. Section 4.10(c) of the Seller Disclosure Letter sets forth, as of the Closing Date, a list of each Former Business Employee who has been terminated involuntarily within the ninety (90) day period prior to the Closing Date, together with such Former Business Employee’s work location. (d) To the extent permitted by applicable Law, Seller has made available to Purchaser a correct and complete list of (i) all Employees, specifying each Employee’s employer, position, date of hirehire (including recognized years of service), work location, classification by entity as exempt or non-exempt under the FLSA (with respect to U.S. Employees), status as full-time or part-time, status as active or on leave (with respect to U.S. Employees)leave, annual base salary or hourly rate of pay (as applicable), and target incentive compensation compensation, respectively, (ii) all individuals who are directly engaged by Seller or one of its Affiliates to provide services to the Business as independent contractors with annual compensation that is reasonably expected to exceed $250,000€100,000, specifying as to each such individual the nature of services provided, date of commencement of services, work location, and annual compensation expected to be paid to such individual in the fiscal year 2019 for services provided to the Business, and (iii) a list of each Employee who has requested FMLA leave to begin after the Closing, the amount of any such FMLA leave utilized by each such Employee during the current year, and a description of the leave requested, and Seller shall update this list within thirty (30) days of the Anticipated Closing Date. (e) Seller has provided to Purchaser correct and complete copies of each template Employment Agreement used in the Business, and each Employment Agreement related to the Business that provides for an annual base salary or compensation in excess of $250,000€150,000. There is no material existing default or breach by any of the Transferred Entities, Seller or any Subsidiary, as applicable, under any material Employment Agreement. Except as set forth on Section 4.10(e) of the Seller Disclosure Letter, if Purchaser complies with its obligations to make offers of employment to the Offered Employees in accordance with Section 7.01, neither the execution and delivery of the Original Agreement, this Amended Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby shall cause any payment (including severance, change in control or otherwise) to become due to any Offered Business Employee under any Assumed Business Benefit Plan or Employment Agreement.

Employees and Labor Relations. (a) (i) No Employee is employees of the Company or any of its Subsidiaries are represented by a labor unionunion or organization, works council, no labor union or similar employee-representative body (collectively, a “Labor Organization”) in connection with his or her employment with the Business, (ii) no Labor Organization is organization has been certified or recognized as a representative of any Employeesuch employees, and neither Seller the Company nor any of its Subsidiaries is a party to, bound by, to or has any obligation under any labor agreement, collective bargaining agreement or any similar agreements other labor union Contract, memorandum of agreement or arrangements side agreement with any Labor Organization labor union or organization, or any obligation to recognize or deal with any labor union or organization, and there are no such Contracts, memoranda of agreement or side agreements pertaining to or which determines determine the terms or conditions of employment of any Employee such employee; (collectively, “Labor Contracts”), (iiiii) to Seller’s Knowledge, there are no pending or threatened, and neither Seller nor any of its Subsidiaries has experienced since September 30, 2014, threatened representation campaigns, elections or proceedings or questions concerning union representation involving any Employee employees of the Company or any of its Subsidiaries; (iii) there are no activities or efforts of any Labor Organization labor union or organization (or representatives thereof) to organize any Employee, (iv) there are no pending or, to Seller’s Knowledge, threatened, and neither Seller nor employees of the Company or any of its Subsidiaries has experienced since September 30Subsidiaries, 2014nor any demands for recognition or collective bargaining, picketing, nor any strikes, concerted refusal to work overtime, slowdowns, work stoppages, lock-outsstoppages or lockouts of any kind, or similar material labor disruptions threats thereof, by or with respect to any Employee such employees or any actual or claimed representatives thereof with respect to thereof, and no such activities, efforts, demands, strikes, slowdowns, work stoppages or lock-outs occurred during the Business, 24-month period preceding the date hereof; (viv) since September 30, 2014, neither Seller the Company nor any of its Subsidiaries has engaged in, admitted committing or been held by in any Governmental Authority administrative or judicial proceeding to have committed, committed any material unfair labor practice under the National Labor Relations Act, as amended, nor have any unfair labor practice charges been threatened or filed against the Company or any similar local, state of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries is involved in any industrial or foreign Law, in respect of trade dispute or any Employee dispute or the Business, negotiations regarding a claim with any labor union or organization; and (vi) there are no material employment-related controversies, claims, unfair labor practice charges, demands or grievances pending or arbitrations pending or, to Seller’s Knowledge, threatened with respect to the Businessthreatened, between Seller the Company or any of its Subsidiaries, on the one hand, and any of the Employees, any representative thereof their respective employees or any Governmental Authority on the other hand, actual or claimed representative thereof. (viib) to Seller’s Knowledge, all Employees are legally authorized to work in the country where they are located, (viii) except as would not result in material Liabilities for the Business, since September 30, 2014, all Employees have been properly classified as exempt or non-exempt under the FLSA and compensated for all time worked in accordance with all applicable Laws, including all applicable laws relating to the payment of minimum wages and overtime pay and (ix) except as would not result in material Liabilities for the Business, all individuals who have provided services to the Business since September 30, 2014 as consultants, independent contractors, leased employees or in a similar non-employee capacity have been properly classified and compensated as non-employees for purposes of all applicable Laws. Seller has provided to Purchaser A true, correct and complete copies of each Labor Contract listed in Section 4.10(a) statement of the Seller Disclosure Letternames, except each such Labor Contract that applies on a regionallength of service, nationalcurrent rates of base compensation and amounts of (or, where no amount is specified, the formula for computing) supplemental or industry- bonus compensation, and accrued vacation and sick days of all officers, directors and employees of the Company and its Subsidiaries is set forth in Schedule 4.17. Except as set forth in Schedule 4.17, none of the employees of the Company or sector-wide basis. (b) With respect to Employees, Seller and each any of its Subsidiaries are is characterized as, and at all times none has ever been characterized as, an independent contractor of the Company or any of its Subsidiaries. Except as set forth in Schedule 4.17 and Schedule 4.18, (i) neither Company nor any of its Subsidiaries has any obligation (including an obligation for the payment of any fee, extraordinary bonus, or “golden parachute” based upon the successful completion of the transactions contemplated hereunder) under any employment Contract, consulting agreement, or any other similar agreements, employment policies (including vacation and severance pay policies) or retirement or employee benefits plans, arrangements or understandings, written or otherwise, with any officer, director or employee of the Company or any of its Subsidiaries and (ii) since September 30December 31, 2014 have been 2007, neither the Company nor any of its Subsidiaries has paid or agreed to pay any bonuses or made or agreed to make any increase in compliance in all material respects with all applicable Laws, Contracts, policies, plans and programs relating to employment and employment practices, including those relating to the rate of wages, hours, collective bargaining, unemployment insurance, workers’ compensation, equal employment opportunity, discrimination, harassment and retaliation, affirmative action, family and medical leave, salaries or other compensation or remuneration of any employees of the payment, reporting and withholding Company or any of Taxes, immigration, the employment of non-citizen workers in the Business, background checks, plant closings and mass layoffs and occupational safety and health (“Employment Matters”). There are no pending, or, to Seller’s Knowledge, threatened, material Actions or, to Seller’s Knowledge, investigations or examinations, or material outstanding Governmental Orders, relating to Employment Matters with respect to the Businessits Subsidiaries. (c) Neither Seller The Company and its Subsidiaries have at all times complied in all material respects and are in compliance with all Requirements of Law respecting employment, wages, hours, compensation, benefits, occupational health and safety in connection with employment. The Company and its Subsidiaries have withheld all amounts required by law or agreement to be withheld from wages, salaries, and commissions, and neither the Company nor any of its Subsidiaries has, during the ninety (90)-day period preceding the date is liable for any arrears of wages or any Taxes or penalties for failure to comply with any of the Original Agreementforegoing. Except as set forth in Schedule 4.17, effectuated a “plant closing” there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened, against the Company or a “mass lay-off” (as such terms are defined in any of its Subsidiaries involving or relating to any past or present employee(s) or applicant(s) for employment of the WARN ActCompany or any of its Subsidiaries or relating to any acts, in either case affecting any site omissions or practices of employment or facility of Seller the Company or any of its Subsidiaries relating to employment, compensation or benefits. Neither the BusinessCompany nor any of its Subsidiaries is a party to or bound by any Court Order, and no such “plant closing” judgment, decree or “mass lay-off” is currently planned ruling of any kind respecting the employment, compensation or anticipated. Section 4.10(c) benefits of any employees or prospective employees of the Seller Disclosure Letter sets forth, as Company or any of the Closing Date, a list of each Former Business Employee who has been terminated involuntarily within the ninety (90) day period prior to the Closing Date, together with such Former Business Employee’s work locationits Subsidiaries. (d) To Neither the extent permitted by applicable Law, Seller has made available to Purchaser a correct and complete list of (i) all Employees, specifying each Employee’s employer, position, date of hire, work location, classification by entity as exempt or non-exempt under the FLSA (with respect to U.S. Employees), status as full-time or part-time, status as active or on leave (with respect to U.S. Employees), annual base salary or hourly rate of pay (as applicable), and target incentive compensation respectively, (ii) all individuals who are directly engaged by Seller or one Company nor any of its Affiliates to provide services to Subsidiaries has taken any action that could constitute a “mass layoff,” “mass termination,” or “plant closing” within the Business as independent contractors with annual compensation that is reasonably expected to exceed $250,000, specifying as to each such individual the nature of services provided, date of commencement of services, work location, and annual compensation paid to such individual for services provided to the Business, and (iii) a list of each Employee who has requested FMLA leave to begin after the Closing, the amount of any such FMLA leave utilized by each such Employee during the current year, and a description meaning of the leave requested, federal Worker Adjustment and Seller shall update this list within thirty Retraining Notification Act (30the “WARN Act”) days of the Anticipated Closing Date. (e) Seller has provided to Purchaser correct and complete copies of each template Employment Agreement used in the Business, and each Employment Agreement related to the Business that provides for an annual base salary or compensation in excess of $250,000. There is no material existing default otherwise triggered notice requirements or breach by Seller or any Subsidiary, as applicable, liability under any material Employment Agreement. Except as set forth on Section 4.10(e) of the Seller Disclosure Letterfederal, if Purchaser complies with its obligations to make offers of employment to the Offered Employees in accordance with Section 7.01local, neither the execution and delivery of the Original Agreement, this Amended Agreement state or the Ancillary Agreements nor the consummation of the transactions contemplated hereby foreign plant closing notice or thereby shall cause any payment (including severance, change in control or otherwise) to become due to any Offered Employee under any Assumed Business Benefit Plan or Employment Agreementgroup termination.

Employees and Labor Relations. (a) (i) No Employee is represented by a labor union, works council, or similar employee-representative body (collectively, a “Labor Organization”) Except as listed in connection with his or her employment with the Business, (ii) no Labor Organization is certified or recognized as a representative of any Employee, and neither Seller nor any of its Subsidiaries is a party to, bound by, or has any obligation under any labor agreement, collective bargaining agreement or any similar agreements or arrangements with any Labor Organization pertaining to or which determines the terms or conditions of employment of any Employee (collectively, “Labor Contracts”Schedule 3.17(a), (iii) to Seller’s Knowledge, there are no pending or threatened, and neither Seller nor any of its Subsidiaries has experienced since September 30, 2014, representation campaigns, elections or proceedings concerning union representation involving any Employee or activities or efforts of any Labor Organization to organize any Employee, (iv) there are no pending or, to Seller’s Knowledge, threatened, and neither Seller nor any of its Subsidiaries has experienced since September 30, 2014, picketing, strikes, concerted refusal to work overtime, slowdowns, work stoppages, lock-outs, or similar material labor disruptions by or with respect to any Employee or any representatives thereof with respect to the Business: (1) the Seller has no present intention to terminate any employee’s employment, other than in connection with the transactions contemplated pursuant to this Agreement; (v2) since September 30, 2014, neither Seller nor any to the best of its Subsidiaries has engaged in, admitted committing or been held by any Governmental Authority to have committed, any material unfair labor practice under the National Labor Relations Act, as amended, or any similar local, state or foreign Law, in respect of any Employee or the Business, (vi) there are no material employment-related controversies, claims, unfair labor practice charges, grievances or arbitrations pending or, to Seller’s Knowledge, threatened with respect no employee of the Business is a party to any confidentiality, non-competition, proprietary rights or similar Contract between such employee and any Person other than the Seller that is material to the performance of such employee’s employment duties or the Seller’s ability (or, after Closing, that will be material to Buyer’s ability) to conduct the Business; (3) there is no collective bargaining agreement or relationship with any labor organization; (4) no labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition; (5) no union organizing or decertification effort exists or has occurred since January 1, between 2014 or is Threatened and no circumstance reasonably likely to result in any of the foregoing exists; (6) no labor strike, work stoppage, picketing, slowdown or other material labor dispute has occurred since January 1, 2014 or, to Company’s and the Seller’s Knowledge, is Threatened; (7) there is no workers’ compensation Liability, experience or matter that will or is reasonably likely to materially and adversely affect the Seller or Buyer (other than as is accrued in the Interim Financial Statements); (8) there is no employment-related Proceeding pending or Threatened regarding an alleged violation or breach by the Seller (or any of its Subsidiariesmanagers, on officers, governors or directors) of any Applicable Law or Contract; and (9) no employee or agent of the one handSeller has committed any act or omission giving rise to any material Liability for any violation or breach by the Seller (or any of its managers, officers, governors or directors) of any Applicable Law or Contract. (b) Schedule 3.17(b) lists, as of the date stated in such Schedule, the name, position, classification of each employee as exempt/nonexempt and full-time/part-time (with full-time being any employee regularly scheduled to work 30 or more hours per week), base compensation (including any awards under any bonus, incentive, performance or other compensation Employee Plan and any fringe benefit or other benefit) and, for calendar year 2018, total compensation for each employee of the Seller directly associated with the Business. No such employee has communicated to the Seller any intention to terminate such employee’s employment with the Seller. (c) With respect to the transactions contemplated herein, any notice required under any Applicable Law or collective bargaining agreement with respect to any employee has been given, and all bargaining obligations with any employee representative have been, or before Closing will be, satisfied. The Seller has not implemented any plant closing or layoff of employees governed by the WARN Act or any similar Applicable Law. (d) The Seller has in its files a Form I-9 that is validly and properly completed in accordance with Applicable Law for each employee of the Employees, Seller directly associated with the Business with respect to whom such form is required under Applicable Law. The Seller has not received any representative thereof notice or other communication from any Governmental Authority on the or other handPerson regarding any violation or alleged violation of any Applicable Law relating to hiring, recruiting, employing (viior continuing to employ) to Seller’s Knowledge, all Employees are legally anyone not authorized to work in the country where they are locatedUnited States. For each employee of the Seller whose social security number (or purported social security number) that has appeared on any “no-match” notification from the Social Security Administration, (viii) except as would not result such employee or the Seller has resolved in material Liabilities for the Business, since September 30, 2014, all Employees have been properly classified as exempt accordance with Applicable Law each discrepancy or non-exempt under compliance with Applicable Law with respect to such social security number (or, if applicable, such purported social security number). (e) All Persons directly associated with the FLSA and compensated for all time worked in accordance with all applicable Laws, including all applicable laws relating to the payment of minimum wages and overtime pay and (ix) except as would not result in material Liabilities Business performing services for the Business, all individuals Business who have provided services to the Business since September 30, 2014 are classified and treated as consultants, independent contractors, leased employees consultants or in a similar capacity qualify as independent contractors and not as employees under Applicable Laws. (f) Each Transferred Employee is a party to a written Contract with the Seller that includes non-employee capacity have been properly classified solicitation provisions binding such Transferred Employee, and compensated as non-employees for purposes of all applicable Laws. the Seller has provided to Purchaser a true, correct and complete copies copy of each Labor such Contract listed in Section 4.10(a) of the Seller Disclosure Letter, except each such Labor Contract that applies on a regional, national, or industry- or sector-wide basisto Buyer. (b) With respect to Employees, Seller and each of its Subsidiaries are and at all times since September 30, 2014 have been in compliance in all material respects with all applicable Laws, Contracts, policies, plans and programs relating to employment and employment practices, including those relating to wages, hours, collective bargaining, unemployment insurance, workers’ compensation, equal employment opportunity, discrimination, harassment and retaliation, affirmative action, family and medical leave, the payment, reporting and withholding of Taxes, immigration, the employment of non-citizen workers in the Business, background checks, plant closings and mass layoffs and occupational safety and health (“Employment Matters”). There are no pending, or, to Seller’s Knowledge, threatened, material Actions or, to Seller’s Knowledge, investigations or examinations, or material outstanding Governmental Orders, relating to Employment Matters with respect to the Business. (c) Neither Seller nor any of its Subsidiaries has, during the ninety (90)-day period preceding the date of the Original Agreement, effectuated a “plant closing” or a “mass lay-off” (as such terms are defined in the WARN Act, in either case affecting any site of employment or facility of Seller or any of its Subsidiaries relating to the Business, and no such “plant closing” or “mass lay-off” is currently planned or anticipated. Section 4.10(c) of the Seller Disclosure Letter sets forth, as of the Closing Date, a list of each Former Business Employee who has been terminated involuntarily within the ninety (90) day period prior to the Closing Date, together with such Former Business Employee’s work location. (d) To the extent permitted by applicable Law, Seller has made available to Purchaser a correct and complete list of (i) all Employees, specifying each Employee’s employer, position, date of hire, work location, classification by entity as exempt or non-exempt under the FLSA (with respect to U.S. Employees), status as full-time or part-time, status as active or on leave (with respect to U.S. Employees), annual base salary or hourly rate of pay (as applicable), and target incentive compensation respectively, (ii) all individuals who are directly engaged by Seller or one of its Affiliates to provide services to the Business as independent contractors with annual compensation that is reasonably expected to exceed $250,000, specifying as to each such individual the nature of services provided, date of commencement of services, work location, and annual compensation paid to such individual for services provided to the Business, and (iii) a list of each Employee who has requested FMLA leave to begin after the Closing, the amount of any such FMLA leave utilized by each such Employee during the current year, and a description of the leave requested, and Seller shall update this list within thirty (30) days of the Anticipated Closing Date. (e) Seller has provided to Purchaser correct and complete copies of each template Employment Agreement used in the Business, and each Employment Agreement related to the Business that provides for an annual base salary or compensation in excess of $250,000. There is no material existing default or breach by Seller or any Subsidiary, as applicable, under any material Employment Agreement. Except as set forth on Section 4.10(e) of the Seller Disclosure Letter, if Purchaser complies with its obligations to make offers of employment to the Offered Employees in accordance with Section 7.01, neither the execution and delivery of the Original Agreement, this Amended Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby shall cause any payment (including severance, change in control or otherwise) to become due to any Offered Employee under any Assumed Business Benefit Plan or Employment Agreement.