Common use of Employees; Labor Matters Clause in Contracts

Employees; Labor Matters. (a) Section 3.11(a) of the Parent Disclosure Schedule sets forth a list, as of the date of this Agreement, of each collective bargaining Contract, material works council Contract, all applicable industry-wide collective agreements (“accords et conventions de branche” and “accords interprofessionnels”), any other agreements with any employee representative body or trade union, any practice (“usage”) or unilateral undertaking (“engagement unilateral”) and other labor Contract, in each case in a Material Jurisdiction, and to which any Transferred Entity is a party or to which any Business Employee identified as of the date hereof is subject. (b) There is no material employment contract with a Business Employee whose annual base compensation is in excess of $200,000 which can be terminated for a significantly higher amount than provided for by the collective bargaining Contracts, except as otherwise disclosed on Section 3.10(a) of the Parent Disclosure Schedules. (c) Except as would not have a Business Material Adverse Effect, to the Knowledge of Parent: (i) each Transferred Entity has complied with the terms of applicable Laws and such collective bargaining Contracts pertaining to the employment or termination of employment of the Business Employees (whether current employees or employees who have been dismissed or whose employment contracts have been terminated over the last five (5) years and employee representation requirements); (ii) there is no organizational effort currently being made or threatened by, or on behalf of, any labor union to organize any Business Employees identified as of the date hereof; (iii) no demand for recognition of any Business Employees identified as of the date hereof has been made by, or on behalf of, any labor union; and (iv) during the three (3)-year period immediately prior to the date of this Agreement, there have been no material strikes or lockouts at the Business. (d) Except as would not have a Business Material Adverse Effect: (i) each Transferred Entity has at all times complied with all its obligations to or in respect of each Transferred Entity Employee and any former employee of a Transferred Entity, and the employers of the Business Employees have so complied in respect of each Business Employee, in each case arising out of or in connection with their terms and conditions of employment and/or under all applicable Laws relating to employment matters including, without limitation, retirement scheme or benefits, and no amount due to or in respect of any Transferred Entity Employee, any former employee of a Transferred Entity or any Business Employee is in arrears and unpaid (other than salary for the month current at the date of this Agreement). (e) Except as would not have a Business Material Adverse Effect: (i) in respect of the period of two (2) years prior to the date of this Agreement, holiday pay for periods of holiday taken by all Transferred Entity Employees and Business Employees under all applicable Laws, including regulation 13 of the Working Time Regulations 1998 (SI 1998/1833) has been calculated in accordance with applicable Laws including the Directive 2003/88/EC of the European Parliament and of the Council of 4 November 2003 concerning certain aspects of the organisation of working time; and (ii) relation to the Subject Jurisdiction Transferred Entities, in respect of the period of three (3) years prior to the date of this Agreement, holiday pay for periods of holiday taken by all Business Employees under applicable Laws has been calculated in accordance with the applicable French Labour Code. (f) Except as would not have a Business Material Adverse Effect: (i) the Transferred Entities are in compliance with their legal and regulatory employment obligations including in respect of employees’ representation and election of staff delegates, minimum wages salary, health and safety, working time, professional risk assessment (“évaluation des risques professionnels”), hardworking (“pénibilité”), professional related bonus, professional meeting (“entretiens professionnels”), compensation, employee benefit, profit sharing, retirement indemnities (“indemnités de fin xx xxxxxxxx”) and retirement schemes, internal rules, termination of employment and welfare schemes; and (ii) the social security charges for which Transferred Entities are liable have been paid in full within the time limits in accordance with applicable law or have been sufficiently provided for in the 2020 annual accounts of the Transferred Entities and in the Business Audited Financial Statements in accordance with the Accounting Principles (as applicable). (g) Except as would not have a Business Material Adverse Effect, no Transferred Entity has dismissed 20 or more employees on grounds of redundancy within a 90-day period during the 12 months ending on the date of this Agreement and no collective or multiple dismissal is currently being envisaged by any Transferred Entity and no Transferred Entity has entered into any social plan that still has outstanding liabilities on the date of this Agreement. (h) Except as would not have a Business Material Adverse Effect, no Transferred Entity has been a party to a “relevant transfer” (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 2006) or any other applicable Laws with respect to any Business Territories at any time during the three (3) years ending on the date of this Agreement. (i) Except as would not have a Business Material Adverse Effect, there are no and, during the three (3) years ending on the date of this Agreement, there have not been any, claims, disputes, enquiries or investigations by or relating to any Transferred Entity Employee, any former employee of any Transferred Entity or any Business Employee in which compensation payable did or could be expected to exceed $100,000 or otherwise could be considered damaging to the reputation of any Transferred Entity and, to the Knowledge of Parent, there is no matter, event or circumstance which could give rise to any such claim, dispute, enquiry or investigation. (j) Except as would not have a Business Material Adverse Effect, there are no material charges pending under applicable occupational health and safety legislation and each Transferred Entity has complied in all material respects with any orders issued under applicable occupational health and safety legislation and there are no appeals of any orders under applicable occupational health and safety legislation currently outstanding. (k) To the Knowledge of the Parent, no employee of the Subject Jurisdiction Transferred Entities, nor any independent contractors, consultant or advisor with whom any of the Subject Jurisdiction Transferred Entities has contracted to provide personal services is in violation of any legal provision, material term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by or to provide personal services to the Subject Jurisdiction Transferred Entities; and to the Knowledge of the Parent, the continued employment by the Subject Jurisdiction Transferred Entities of its present employees and the performance of the Subject Jurisdiction Transferred Entities’ contracts with their independent contractors, consultants and advisors, in each case performing personal services to the Subject Jurisdiction Transferred Entities will not result in any such violation. None of the Subject Jurisdiction Transferred Entities has received any written notice alleging that any such violation has occurred, in each case except as would not have a Business Material Adverse Effect. (l) Except as would not have a Business Material Adverse Effect, during the six (6) years prior to the date of this Agreement, there has been no practice concerning the Subject Jurisdiction Transferred Entities in terms of working hours, use of subcontractors, independent contractors, consultants, advisors, temporary workers or secondment of employees which could lead or which would have led employees, the URSSAF (“Body in charge of social security recovering”), the Labour Inspectorate or any court to be able to establish a situation characterizing the offence of concealed work (“délit de travail dissimulé”), offence of bargaining (“délit de marchandage”), offence of illegal lending of employees (“prêt de main d’oeuvre illicite”). (m) Except as would not have a Business Material Adverse Effect, all consultants, advisors and independent contractors providing services to the Subject Jurisdiction Transferred Entities have been properly classified as consultants, advisors or independent contractors, respectively, for purposes of federal and applicable state and foreign Tax laws, Laws applicable to employee benefits and other Laws. (n) Except as would not have a Business Material Adverse Effect, each of the Subject Jurisdiction Transferred Entities is in compliance in all respects with all currently applicable Laws respecting employment, discrimination in employment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors, consultants and advisors and employees as exempt or non-exempt), wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. (o) Except as would not have a Business Material Adverse Effect, the Subject Jurisdiction Transferred Entities have paid in full to all employees, independent contractors, consultants and advisors all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants (including in relation to the termination of any corresponding agreement).

Employees; Labor Matters. (a) Section 3.11(aSchedule 3.15(a) of the Parent Disclosure Schedule sets forth a list, as true and complete list of the date names, titles, annual salaries and dates of this Agreementhire of all employees of Parent or Seller primarily engaged in the Business (collectively, of each collective bargaining Contract, material works council Contract, all applicable industry-wide collective agreements (such employees are referred to herein as the “accords et conventions de brancheEmployees” and or individually as an “accords interprofessionnelsEmployee”), any other agreements with any employee representative body or trade union, any practice (“usage”) or unilateral undertaking (“engagement unilateral”) and other labor Contract, in each case in a Material Jurisdiction, and to which any Transferred Entity is a party or to which any Business Employee identified as of the date hereof is subject. (b) There is no Schedule 3.15(b) sets forth a true and complete copy or description of each material employment contract with a Business Employee whose annual base compensation is in excess of $200,000 which can be terminated for a significantly higher amount than provided for by the collective bargaining Contracts, except as otherwise disclosed on Section 3.10(a) of the Parent Disclosure SchedulesPlan and Benefit Arrangement that covers any Employee and has previously been made available or furnished to Buyer. (c) Except as would not have set forth on Schedule 3.15(c), (i) neither Parent nor Seller is a Business Material Adverse Effectparty to any union or collective bargaining agreements covering any of the Employees, (ii) to the Knowledge of Parent: (i) each Transferred Entity has complied with the terms Parent and Seller, there are no activities or proceedings of applicable Laws and such collective bargaining Contracts pertaining to the employment or termination of employment of the Business Employees (whether current employees or employees who have been dismissed or whose employment contracts have been terminated over the last five (5) years and employee representation requirements); (ii) there is no organizational effort currently being made or threatened by, or on behalf of, any labor union to organize any Business Employees identified as of the date hereof; Employees, and (iii) no demand for recognition of neither Parent nor Seller has any Business Employees identified as employment agreements with any of the date hereof has been made byEmployees. Seller is in compliance with all applicable laws relating to employment and employment practices, or on behalf ofwages, any labor union; hours and (iv) during the three (3)-year period immediately prior terms and conditions of employment, in each case relating to the date of this AgreementEmployees, there have been no material strikes except to the extent that such non-compliance would not reasonably be expected to have, either individually or lockouts at in the Businessaggregate, a Material Adverse Effect. (d) Except as would set forth on Schedule 3.15(d), the consummation of the transactions contemplated by this Agreement shall not have a Business Material Adverse Effect: (i) each Transferred Entity has at all times complied with all its obligations to entitle any Employee or in respect of each Transferred Entity Employee and any former employee of a Transferred EntityParent or Seller who was primarily engaged in the Business, and the employers of the Business Employees have so complied in respect of each Business Employee, in each case arising out of or in connection with their terms and conditions of employment and/or under all applicable Laws relating to employment matters including, without limitation, retirement scheme or severance benefits, and no amount due to bonuses or in respect of any Transferred Entity Employee, any former employee of a Transferred Entity or any Business Employee is in arrears and unpaid (other than salary for the month current at the date of this Agreement)payment from Buyer. (e) Except as would not have a Business Material Adverse Effect: None of Parent, Seller or any Affiliate thereof has incurred any material liability pursuant to Title IV of ERISA, any material obligation or liability (icontingent or otherwise) in respect under Title IV of ERISA or Section 412 of the period of two (2) years prior to the date of this AgreementCode, holiday pay for periods of holiday taken by all Transferred Entity Employees and Business Employees under all applicable Laws, including regulation 13 of the Working Time Regulations 1998 (SI 1998/1833) has been calculated in accordance with applicable Laws including the Directive 2003/88/EC of the European Parliament and of the Council of 4 November 2003 concerning certain aspects of the organisation of working time; and (ii) relation to the Subject Jurisdiction Transferred Entities, in respect of the period of three (3) years prior to the date of this Agreement, holiday pay for periods of holiday taken by all Business Employees under applicable Laws has been calculated in accordance with the applicable French Labour Code. (f) Except as would not have a Business Material Adverse Effect: (i) the Transferred Entities are in compliance with their legal and regulatory employment obligations including in respect of employees’ representation and election of staff delegates, minimum wages salary, health and safety, working time, professional risk assessment (“évaluation des risques professionnels”), hardworking (“pénibilité”), professional related bonus, professional meeting (“entretiens professionnels”), compensation, employee benefit, profit sharing, retirement indemnities (“indemnités de fin xx xxxxxxxx”) and retirement schemes, internal rules, termination of employment and welfare schemes; and (ii) the social security charges for which Transferred Entities are liable have been paid in full within the time limits in accordance with applicable law or have been sufficiently provided for in the 2020 annual accounts of the Transferred Entities and in the Business Audited Financial Statements in accordance with the Accounting Principles (as applicable). (g) Except as would not have a Business Material Adverse Effect, no Transferred Entity has dismissed 20 or more employees on grounds of redundancy within a 90-day period during the 12 months ending on the date of this Agreement and no collective facts exist which could reasonable form a basis for such material obligation or multiple dismissal liability. No Employee Plan is currently being envisaged by any Transferred Entity and no Transferred Entity has entered into any social plan that still has outstanding liabilities on the date of this Agreement. (h) Except as would not have a Business Material Adverse Effect, no Transferred Entity has been a party to a “relevant transfer”multiemployer plan,” (as defined in the Transfer Section 3(37) of Undertakings (Protection of Employment) Regulations 2006) ERISA, nor has Parent, Seller or any other applicable Laws with respect to any Business Territories Affiliate thereof at any time during the three (3) years ending on the date of this Agreement. (i) Except as would not have a Business Material Adverse Effect, there are no and, during the three (3) years ending on the date of this Agreement, there have not contributed to or been any, claims, disputes, enquiries or investigations by or relating obligated to contribute to any Transferred Entity Employee, any former employee of any Transferred Entity or any Business Employee in which compensation payable did or could be expected to exceed $100,000 or otherwise could be considered damaging to the reputation of any Transferred Entity and, to the Knowledge of Parent, there is no matter, event or circumstance which could give rise to any such claim, dispute, enquiry or investigation”multiemployer plan. (j) Except as would not have a Business Material Adverse Effect, there are no material charges pending under applicable occupational health and safety legislation and each Transferred Entity has complied in all material respects with any orders issued under applicable occupational health and safety legislation and there are no appeals of any orders under applicable occupational health and safety legislation currently outstanding. (k) To the Knowledge of the Parent, no employee of the Subject Jurisdiction Transferred Entities, nor any independent contractors, consultant or advisor with whom any of the Subject Jurisdiction Transferred Entities has contracted to provide personal services is in violation of any legal provision, material term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by or to provide personal services to the Subject Jurisdiction Transferred Entities; and to the Knowledge of the Parent, the continued employment by the Subject Jurisdiction Transferred Entities of its present employees and the performance of the Subject Jurisdiction Transferred Entities’ contracts with their independent contractors, consultants and advisors, in each case performing personal services to the Subject Jurisdiction Transferred Entities will not result in any such violation. None of the Subject Jurisdiction Transferred Entities has received any written notice alleging that any such violation has occurred, in each case except as would not have a Business Material Adverse Effect. (l) Except as would not have a Business Material Adverse Effect, during the six (6) years prior to the date of this Agreement, there has been no practice concerning the Subject Jurisdiction Transferred Entities in terms of working hours, use of subcontractors, independent contractors, consultants, advisors, temporary workers or secondment of employees which could lead or which would have led employees, the URSSAF (“Body in charge of social security recovering”), the Labour Inspectorate or any court to be able to establish a situation characterizing the offence of concealed work (“délit de travail dissimulé”), offence of bargaining (“délit de marchandage”), offence of illegal lending of employees (“prêt de main d’oeuvre illicite”). (m) Except as would not have a Business Material Adverse Effect, all consultants, advisors and independent contractors providing services to the Subject Jurisdiction Transferred Entities have been properly classified as consultants, advisors or independent contractors, respectively, for purposes of federal and applicable state and foreign Tax laws, Laws applicable to employee benefits and other Laws. (n) Except as would not have a Business Material Adverse Effect, each of the Subject Jurisdiction Transferred Entities is in compliance in all respects with all currently applicable Laws respecting employment, discrimination in employment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors, consultants and advisors and employees as exempt or non-exempt), wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. (o) Except as would not have a Business Material Adverse Effect, the Subject Jurisdiction Transferred Entities have paid in full to all employees, independent contractors, consultants and advisors all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants (including in relation to the termination of any corresponding agreement).

Employees; Labor Matters. (a) Section 3.11(aSchedule 3.14(a) of the Parent Disclosure Schedule sets forth a listtrue and complete list of the names, as titles and semi-monthly salaries of all Transferred Employees of Seller primarily engaged in the Business. (b) A list and description of each material Employee Plan and Benefit Arrangement that covers any Transferred Employee is set forth on Schedule 3.14(b) and a true, correct and complete copy of each such Employee Plan and Benefit Agreement has previously been provided to Buyer. (c) (i) Seller is not a party to any union or collective bargaining agreements covering any of the Transferred Employees and (ii) Seller does not know of any activities or proceedings of any labor union to organize any such employees. Seller is in compliance with all applicable laws relating to employment and employment practices, wages, hours and terms and conditions of employment, in each case relating to Transferred Employees primarily engaged in the Business, except to the extent that such non-compliance would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (d) The consummation of the transactions contemplated by this Agreement shall not entitle any employee listed on Schedule 3.14(a) or former employee who was primarily engaged in the Business, to severance benefits, bonuses or other payment from Buyer. (e) Seller has made available to Buyer accurate information with respect to the employment of, the job responsibilities of, the compensation payable by Seller to, the stock options of Seller held by and the employee benefits being provided to each of the Transferred Employees. As of the date of this Agreement, there are approximately 11 employees of each collective bargaining Contract, material works council Contract, all applicable industry-wide collective agreements (“accords et conventions de branche” and “accords interprofessionnels”), any other agreements with any employee representative body or trade union, any practice (“usage”) or unilateral undertaking (“engagement unilateral”) and other labor Contract, in each case in a Material Jurisdiction, and to which any Transferred Entity is a party or to which any Business Employee identified as of the date hereof is subject. (b) There is no material employment contract with a Business Employee whose annual base compensation is in excess of $200,000 which can be terminated for a significantly higher amount than provided for by the collective bargaining Contracts, except as otherwise disclosed on Section 3.10(a) of the Parent Disclosure Schedules. (c) Seller based at Seller's offices. Except as would not have a Business Material Adverse Effect, to the Knowledge of Parent: (iset forth on Schedule 3.14(e) each Transferred Entity has complied with the terms of applicable Laws and such collective bargaining Contracts pertaining to the employment or termination of employment of the Business Employees (whether current employees or employees who have been dismissed or whose employment contracts have been terminated over the last five (5) years and employee representation requirements); (ii) there is no organizational effort currently being made or threatened by, or on behalf of, any labor union to organize any Business Employees identified as of the date hereof; (iii) no demand for recognition of any Business Employees identified as of the date hereof has been made by, or on behalf of, any labor union; and (iv) during the three (3)-year period immediately prior to the date of this Agreement, there have been no material strikes or lockouts at the Business. (d) Except as would not have a Business Material Adverse Effect: (i) each Transferred Entity has at all times complied with all its obligations to or in respect of each Transferred Entity Employee and any former employee of a Transferred Entity, and the employers of the Business Employees have so complied in respect of each Business Employee, in each case arising out of or in connection with their terms and conditions of employment and/or under all applicable Laws relating to employment matters including, without limitation, retirement scheme or benefits, and no amount due to or in respect of any Transferred Entity Employee, any former employee of a Transferred Entity or any Business Employee is in arrears and unpaid (other than salary for the month current at the date of this Agreement). (e) Except as would not have a Business Material Adverse Effect: (i) in respect of the period of two (2) years prior to the date of this Agreement, holiday pay for periods of holiday taken by all Transferred Entity Employees and Business Employees under all applicable Laws, including regulation 13 of the Working Time Regulations 1998 (SI 1998/1833) has been calculated in accordance with applicable Laws including the Directive 2003/88/EC of the European Parliament and of the Council of 4 November 2003 concerning certain aspects of the organisation of working time; and (ii) relation to the Subject Jurisdiction Transferred Entities, in respect of the period of three (3) years prior to the date of this Agreement, holiday pay for periods of holiday taken by all Business Employees under applicable Laws has been calculated in accordance with the applicable French Labour Code. (f) Except as would not have a Business Material Adverse Effect: (i) the Transferred Entities are in compliance with their legal and regulatory employment obligations including in respect of employees’ representation and election of staff delegates, minimum wages salary, health and safety, working time, professional risk assessment (“évaluation des risques professionnels”), hardworking (“pénibilité”), professional related bonus, professional meeting (“entretiens professionnels”), compensation, employee benefit, profit sharing, retirement indemnities (“indemnités de fin xx xxxxxxxx”) and retirement schemes, internal rules, termination of employment and welfare schemes; and (ii) the social security charges for which Transferred Entities are liable have been paid in full within the time limits in accordance with applicable law or have been sufficiently provided for in the 2020 annual accounts of the Transferred Entities and in the Business Audited Financial Statements in accordance with the Accounting Principles (as applicable). (g) Except as would not have a Business Material Adverse Effect, no Transferred Entity has dismissed 20 or more employees on grounds of redundancy within a 90-day period during the 12 months ending on the date of this Agreement and no collective or multiple dismissal is currently being envisaged by any Transferred Entity and no Transferred Entity has entered into any social plan that still has outstanding liabilities on the date of this Agreement. (h) Except as would not have a Business Material Adverse Effect, no Transferred Entity has been a party to a “relevant transfer” (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 2006) or any other applicable Laws with respect to any Business Territories at any time during the three (3) years ending on the date of this Agreement. (i) Except as would not have a Business Material Adverse Effect, there are no and, during the three (3) years ending on the date of this Agreement, there have not been any, claims, disputes, enquiries or investigations by or relating to any Transferred Entity Employee, any former employee of any Transferred Entity or any Business Employee in which compensation payable did or could be expected to exceed $100,000 or otherwise could be considered damaging to the reputation of any Transferred Entity and, to the Knowledge of Parent, there is no matter, event or circumstance which could give rise to any such claim, dispute, enquiry or investigationother Released Employees. (j) Except as would not have a Business Material Adverse Effect, there are no material charges pending under applicable occupational health and safety legislation and each Transferred Entity has complied in all material respects with any orders issued under applicable occupational health and safety legislation and there are no appeals of any orders under applicable occupational health and safety legislation currently outstanding. (k) To the Knowledge of the Parent, no employee of the Subject Jurisdiction Transferred Entities, nor any independent contractors, consultant or advisor with whom any of the Subject Jurisdiction Transferred Entities has contracted to provide personal services is in violation of any legal provision, material term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by or to provide personal services to the Subject Jurisdiction Transferred Entities; and to the Knowledge of the Parent, the continued employment by the Subject Jurisdiction Transferred Entities of its present employees and the performance of the Subject Jurisdiction Transferred Entities’ contracts with their independent contractors, consultants and advisors, in each case performing personal services to the Subject Jurisdiction Transferred Entities will not result in any such violation. None of the Subject Jurisdiction Transferred Entities has received any written notice alleging that any such violation has occurred, in each case except as would not have a Business Material Adverse Effect. (l) Except as would not have a Business Material Adverse Effect, during the six (6) years prior to the date of this Agreement, there has been no practice concerning the Subject Jurisdiction Transferred Entities in terms of working hours, use of subcontractors, independent contractors, consultants, advisors, temporary workers or secondment of employees which could lead or which would have led employees, the URSSAF (“Body in charge of social security recovering”), the Labour Inspectorate or any court to be able to establish a situation characterizing the offence of concealed work (“délit de travail dissimulé”), offence of bargaining (“délit de marchandage”), offence of illegal lending of employees (“prêt de main d’oeuvre illicite”). (m) Except as would not have a Business Material Adverse Effect, all consultants, advisors and independent contractors providing services to the Subject Jurisdiction Transferred Entities have been properly classified as consultants, advisors or independent contractors, respectively, for purposes of federal and applicable state and foreign Tax laws, Laws applicable to employee benefits and other Laws. (n) Except as would not have a Business Material Adverse Effect, each of the Subject Jurisdiction Transferred Entities is in compliance in all respects with all currently applicable Laws respecting employment, discrimination in employment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors, consultants and advisors and employees as exempt or non-exempt), wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. (o) Except as would not have a Business Material Adverse Effect, the Subject Jurisdiction Transferred Entities have paid in full to all employees, independent contractors, consultants and advisors all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants (including in relation to the termination of any corresponding agreement).

Employees; Labor Matters. (a) Section 3.11(a) of the Parent Disclosure Schedule sets forth a list, as of the date of this Agreement, of each works council, labor union or any other representative body representing any Business Employees. A true and complete copy of each collective bargaining Contract, material works council Contract, all agreement (other than a sector or national level collective bargaining agreement) applicable industry-wide collective agreements (“accords et conventions de branche” and “accords interprofessionnels”), any other agreements with any employee representative body or trade union, any practice (“usage”) or unilateral undertaking (“engagement unilateral”) and other labor Contract, in each case in a Material Jurisdiction, and to which any Transferred Entity is a party or to which any the Business Employee identified Employees as of the date hereof is subjecthas been provided to Purchaser prior to the date hereof. (b) There is no material employment contract with On the date hereof, the Sellers have provided to Purchaser a complete and accurate list of each Business Employee whose annual base compensation is in excess of $200,000 which can be terminated for a significantly higher amount than provided for (identified by the collective bargaining Contractstitle, except employing entity, location and employee identification number) as otherwise disclosed on Section 3.10(a) of the Parent Disclosure Schedulesdate that is not less than two (2) Business Days prior to the date hereof. (c) Except as would not have reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect, to the Knowledge of Parent: , (i) each Transferred Entity has complied with the terms of applicable Laws and such collective bargaining Contracts pertaining to the employment or termination of employment as of the Business Employees (whether current employees or employees who have been dismissed or whose employment contracts have been terminated over the last five (5) years and employee representation requirements); (ii) date hereof, there is no organizational effort currently being made or threatened by, or on behalf of, any labor union or other employee representative body to organize any Business Employees identified Employees, (ii) as of the date hereof; (iii) , no demand for recognition of any Business Employees identified as of the date hereof has been made by, or on behalf of, any labor union; union or works council, and (iviii) during the three two (3)-year 2)-year period immediately prior to the date of this Agreement, there have been no material strikes or lockouts at the Business. (d) Except as would not have reasonably be expected to be material to the Business and the Transferred Entities, taken as a Business Material Adverse Effectwhole, in the last two (2) years: (i) no current or former worker or independent contractor engaged by the Business has been misclassified as such by the Sellers (including the Transferred Entities) pursuant to any Applicable Law, (ii) no Business Employee or Former Business Employee has been misclassified as exempt from applicable minimum wage or overtime Laws, (iii) each individual who is currently providing services to a Transferred Entity has at all times complied with all its obligations through a third party service provider, or who previously provided services to or in respect of each a Transferred Entity Employee and any former through a third party service provider, is not or was not an employee of a Transferred Entity, and the employers of the Business Employees have so complied in respect of each Business Employee, in each case arising out of or in connection with their terms and conditions of employment and/or under all applicable Laws relating to employment matters including, without limitation, retirement scheme or benefits, and no amount due to or in respect worker of any Transferred Entity Employeeby virtue of providing services through such third party service provider, any former employee of a and (iv) no Transferred Entity has a single employer, joint employer, alter ego, or other similar relationship with any Business Employee is in arrears and unpaid (other than salary for the month current at the date of this Agreement)entity. (e) Except Other than as would not have a Business Material Adverse Effect: (iset forth on Section 3.11(e) in respect of the period of two (2) years prior to Parent Disclosure Schedule, neither the date of this Agreement, holiday pay for periods of holiday taken by all Transferred Entity Employees and Business Employees under all applicable Laws, including regulation 13 of the Working Time Regulations 1998 (SI 1998/1833) has been calculated in accordance with applicable Laws including the Directive 2003/88/EC of the European Parliament and of the Council of 4 November 2003 concerning certain aspects of the organisation of working time; and (ii) relation to the Subject Jurisdiction Transferred Entities, in respect of the period of three (3) years prior to the date of this Agreement, holiday pay for periods of holiday taken by all Business Employees under applicable Laws has been calculated in accordance with the applicable French Labour Code. (f) Except as would not have a Business Material Adverse Effect: (i) the Transferred Entities are in compliance with their legal and regulatory employment obligations including in respect of employees’ representation and election of staff delegates, minimum wages salary, health and safety, working time, professional risk assessment (“évaluation des risques professionnels”), hardworking (“pénibilité”), professional related bonus, professional meeting (“entretiens professionnels”), compensation, employee benefit, profit sharing, retirement indemnities (“indemnités de fin xx xxxxxxxx”) and retirement schemes, internal rules, termination of employment and welfare schemes; and (ii) the social security charges for which Transferred Entities are liable have been paid in full within the time limits in accordance with applicable law or have been sufficiently provided for in the 2020 annual accounts of the Transferred Entities and in the Business Audited Financial Statements in accordance with the Accounting Principles (as applicable). (g) Except as would not have a Business Material Adverse Effect, no Transferred Entity has dismissed 20 or more employees on grounds of redundancy within a 90-day period during the 12 months ending on the date of this Agreement and no collective or multiple dismissal is currently being envisaged by any Transferred Entity and no Transferred Entity has entered into any social plan that still has outstanding liabilities on the date of this Agreement. (h) Except as would not have a Business Material Adverse Effect, no Transferred Entity has been a party to a “relevant transfer” (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 2006) or any other applicable Laws nor with respect to any Business Territories at any time during Employee the three (3) years ending on the date of this Agreement. (i) Except as would not have a Business Material Adverse EffectSellers or their Affiliates, there are no and, during the three (3) years ending on the date of this Agreement, there have not been any, claims, disputes, enquiries or investigations by or relating subject to any Transferred Entity Employeematerial current, any former employee of any Transferred Entity pending or threatened claim, dispute or litigation with any Business Employee in which compensation payable did or could be expected to exceed $100,000 or otherwise could be considered damaging to the reputation of any Transferred Entity and, to the Knowledge of Parent, there is no matter, event or circumstance which could give rise to any such claim, dispute, enquiry or investigationFormer Business Employee. (j) Except as would not have a Business Material Adverse Effect, there are no material charges pending under applicable occupational health and safety legislation and each Transferred Entity has complied in all material respects with any orders issued under applicable occupational health and safety legislation and there are no appeals of any orders under applicable occupational health and safety legislation currently outstanding. (k) To the Knowledge of the Parent, no employee of the Subject Jurisdiction Transferred Entities, nor any independent contractors, consultant or advisor with whom any of the Subject Jurisdiction Transferred Entities has contracted to provide personal services is in violation of any legal provision, material term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by or to provide personal services to the Subject Jurisdiction Transferred Entities; and to the Knowledge of the Parent, the continued employment by the Subject Jurisdiction Transferred Entities of its present employees and the performance of the Subject Jurisdiction Transferred Entities’ contracts with their independent contractors, consultants and advisors, in each case performing personal services to the Subject Jurisdiction Transferred Entities will not result in any such violation. None of the Subject Jurisdiction Transferred Entities has received any written notice alleging that any such violation has occurred, in each case except as would not have a Business Material Adverse Effect. (l) Except as would not have a Business Material Adverse Effect, during the six (6) years prior to the date of this Agreement, there has been no practice concerning the Subject Jurisdiction Transferred Entities in terms of working hours, use of subcontractors, independent contractors, consultants, advisors, temporary workers or secondment of employees which could lead or which would have led employees, the URSSAF (“Body in charge of social security recovering”), the Labour Inspectorate or any court to be able to establish a situation characterizing the offence of concealed work (“délit de travail dissimulé”), offence of bargaining (“délit de marchandage”), offence of illegal lending of employees (“prêt de main d’oeuvre illicite”). (m) Except as would not have a Business Material Adverse Effect, all consultants, advisors and independent contractors providing services to the Subject Jurisdiction Transferred Entities have been properly classified as consultants, advisors or independent contractors, respectively, for purposes of federal and applicable state and foreign Tax laws, Laws applicable to employee benefits and other Laws. (n) Except as would not have a Business Material Adverse Effect, each of the Subject Jurisdiction Transferred Entities is in compliance in all respects with all currently applicable Laws respecting employment, discrimination in employment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors, consultants and advisors and employees as exempt or non-exempt), wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. (o) Except as would not have a Business Material Adverse Effect, the Subject Jurisdiction Transferred Entities have paid in full to all employees, independent contractors, consultants and advisors all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants (including in relation to the termination of any corresponding agreement).

Employees; Labor Matters. (a) Section 3.11(a) of the Parent Disclosure Schedule sets forth a list, as of On or immediately following the date of this Agreement, of each collective bargaining Contract, material works council Contract, all applicable industry-wide collective agreements Genworth will provide the Buyer with a complete and accurate list (the “accords et conventions de branche” and “accords interprofessionnels”), any other agreements with any employee representative body or trade union, any practice (“usageEmployee List”) of (i) the following information for each employee of Genworth or unilateral undertaking its Affiliates assigned to any of the Stock Sale Companies (the “engagement unilateralEmployees”) and other labor Contract, in each case in a Material Jurisdiction, and to which any Transferred Entity is a party or to which any Business Employee identified as of the date hereof the schedule is subjectprovided, including each Employee on leave of absence or layoff status: employee number; job title; location; date of birth; if such Employee is responsible for marketing or selling any Stock Sale Business, the aggregate amount of Stock Sale Business placed by such Employee in each of 2005 and, to the extent available, 2006; rate of compensation (whether in the form of salary, bonus, commission or other supplemental compensation now or hereafter payable); accrued paid time off; and service credited for purposes of vesting and eligibility to participate under the Employee Benefit Plans and (ii) each employee who was assigned to the Stock Plan Companies on September 30, 2006 who remains employed by Genworth or its Affiliates but is no longer assigned to the Stock Plan Companies. Except as set forth on Schedule 3.13(a), the Employees on the Closing Date will be the same as the Employees listed on the Employee List (other than Employees who terminate employment or are terminated by the Company prior to the Closing Date). Except as set forth on Schedule 3.13(a), neither Genworth nor its Affiliates have any employment, consulting, or other compensation contracts written or oral, relating to any Employee. (b) There To the Knowledge of Genworth, no Employee is no material employment contract with a Business party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, noncompetition, or proprietary rights agreement, between such Employee whose annual base compensation is and any other person that in excess any way will adversely affect (i) the performance of $200,000 which can be terminated for a significantly higher amount than provided for by his or her duties as an Employee, or (ii) the collective bargaining Contracts, except as otherwise disclosed on Section 3.10(a) ability of any of the Parent Disclosure SchedulesStock Sale Companies to conduct its respective Stock Sale Business as it is presently being conducted. (c) Except To the Knowledge of Genworth, each of the Stock Sale Companies has complied in all material respects with all laws relating to the employment of labor, including those relating to equal employment opportunity, nondiscrimination, immigration, benefits, occupational safety and health, plant closing, wages and hours. Each of the Stock Sale Companies has caused to be paid or made provision for and will pay, or caused to be paid (if payable on or before the Closing Date), all salaries and wages accrued through the Closing Date to or for the benefit of or with respect to the Employees. None of the Stock Sale Companies is liable for the payment of any material amounts (whether designated as would not have compensation, damages, fines, penalties, or otherwise) for failure to comply with any of the foregoing. (d) As of the date hereof, none of the Stock Sale Companies is a Business Material Adverse Effectparty to any collective bargaining agreement with any labor union or organization pertaining to any of the Employees and, as of the date hereof, no labor union or organization is recognized as the collective bargaining representative of any Employees. As of the date hereof, to the Knowledge of ParentGenworth: (i) each Transferred Entity no labor organization has complied made a pending demand to any of the Stock Sale Companies for recognition as the bargaining representative of any of the Employees; (ii) there are no representation petitions pending before the National Labor Relations Board with respect to any of the terms Employees; and (iii) no union organizing activities are in progress with respect to any of applicable Laws and such collective bargaining Contracts pertaining the Employees. (e) Except as set forth on Schedule 3.13(e), as of the date hereof: (i) there are no pending or, to the employment Knowledge of Genworth, threatened strikes or termination of employment of the Business Employees (whether current employees or employees who have been dismissed or whose employment contracts have been terminated over the last five (5) years and employee representation requirements)lockouts involving Employees; (ii) there is no organizational effort currently being made strike, formal dispute, formal grievance, arbitration proceeding, general slowdown, work to rule or threatened bywork stoppage, or on behalf ofcharge of unfair labor practice pending before a court, regulatory body or arbitration tribunal or, to the Knowledge of Genworth, threatened against any labor union to organize any Business Employees identified as of the date hereofStock Sale Companies; and (iii) there are no demand for recognition charges or complaints of discrimination, harassment, or otherwise, pending or, to the Knowledge of Genworth, threatened against any Business Employees identified as of the date hereof has been made by, or on behalf of, any labor union; and (iv) during Stock Sale Companies before the three (3)-year period immediately prior to the date of this Agreement, there have been no material strikes or lockouts at the Business. (d) Except as would not have a Business Material Adverse Effect: (i) each Transferred Entity has at all times complied with all its obligations to or in respect of each Transferred Entity Employee and any former employee of a Transferred Entity, and the employers of the Business Employees have so complied in respect of each Business Employee, in each case arising out of or in connection with their terms and conditions of employment and/or under all applicable Laws relating to employment matters including, without limitation, retirement scheme or benefits, and no amount due to or in respect of any Transferred Entity Employee, any former employee of a Transferred Entity United States Equal Employment Opportunity Commission or any Business Employee is in arrears and unpaid (other than salary for federal, state, local or foreign agency, board or tribunal that would become the month current at Buyer’s responsibility on the date of this Agreement). (e) Except as would not have a Business Material Adverse Effect: (i) in respect of the period of two (2) years prior to the date of this Agreement, holiday pay for periods of holiday taken by all Transferred Entity Employees and Business Employees under all applicable Laws, including regulation 13 of the Working Time Regulations 1998 (SI 1998/1833) has been calculated in accordance with applicable Laws including the Directive 2003/88/EC of the European Parliament and of the Council of 4 November 2003 concerning certain aspects of the organisation of working time; and (ii) relation to the Subject Jurisdiction Transferred Entities, in respect of the period of three (3) years prior to the date of this Agreement, holiday pay for periods of holiday taken by all Business Employees under applicable Laws has been calculated in accordance with the applicable French Labour CodeClosing Date. (f) Except as would not have a Business Material Adverse Effect: (i) With respect to each of the Transferred Entities are in compliance with their legal and regulatory employment obligations including in respect of employees’ representation and election of staff delegatesStock Sale Companies, minimum wages salary, health and safety, working time, professional risk assessment (“évaluation des risques professionnels”), hardworking (“pénibilité”), professional related bonus, professional meeting (“entretiens professionnels”), compensation, employee benefit, profit sharing, retirement indemnities (“indemnités de fin xx xxxxxxxx”) and retirement schemes, internal rules, termination of employment and welfare schemes; and (ii) the social security charges for which Transferred Entities are liable there will have been paid in full no “mass layoff” or “plant closing,” as defined by WARN within the time limits in accordance with applicable law or have been sufficiently provided for in the 2020 annual accounts of the Transferred Entities and in the Business Audited Financial Statements in accordance with the Accounting Principles (as applicable). (g) Except as would not have a Business Material Adverse Effect, no Transferred Entity has dismissed 20 or more employees on grounds of redundancy within a 90-day period during the 12 months ending on the date of this Agreement and no collective or multiple dismissal is currently being envisaged by any Transferred Entity and no Transferred Entity has entered into any social plan that still has outstanding liabilities on the date of this Agreement. (h) Except as would not have a Business Material Adverse Effect, no Transferred Entity has been a party to a “relevant transfer” (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 2006) or any other applicable Laws with respect to any Business Territories at any time during the three (3) years ending on the date of this Agreement. (i) Except as would not have a Business Material Adverse Effect, there are no and, during the three (3) years ending on the date of this Agreement, there have not been any, claims, disputes, enquiries or investigations by or relating to any Transferred Entity Employee, any former employee of any Transferred Entity or any Business Employee in which compensation payable did or could be expected to exceed $100,000 or otherwise could be considered damaging to the reputation of any Transferred Entity and, to the Knowledge of Parent, there is no matter, event or circumstance which could give rise to any such claim, dispute, enquiry or investigation. (j) Except as would not have a Business Material Adverse Effect, there are no material charges pending under applicable occupational health and safety legislation and each Transferred Entity has complied in all material respects with any orders issued under applicable occupational health and safety legislation and there are no appeals of any orders under applicable occupational health and safety legislation currently outstanding. (k) To the Knowledge of the Parent, no employee of the Subject Jurisdiction Transferred Entities, nor any independent contractors, consultant or advisor with whom any of the Subject Jurisdiction Transferred Entities has contracted to provide personal services is in violation of any legal provision, material term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by or to provide personal services to the Subject Jurisdiction Transferred Entities; and to the Knowledge of the Parent, the continued employment by the Subject Jurisdiction Transferred Entities of its present employees and the performance of the Subject Jurisdiction Transferred Entities’ contracts with their independent contractors, consultants and advisors, in each case performing personal services to the Subject Jurisdiction Transferred Entities will not result in any such violation. None of the Subject Jurisdiction Transferred Entities has received any written notice alleging that any such violation has occurred, in each case except as would not have a Business Material Adverse Effect. (l) Except as would not have a Business Material Adverse Effect, during the six (6) years prior to the date of this Agreement, there has been no practice concerning the Subject Jurisdiction Transferred Entities in terms of working hours, use of subcontractors, independent contractors, consultants, advisors, temporary workers or secondment of employees which could lead or which would have led employees, the URSSAF (“Body in charge of social security recovering”), the Labour Inspectorate or any court to be able to establish a situation characterizing the offence of concealed work (“délit de travail dissimulé”), offence of bargaining (“délit de marchandage”), offence of illegal lending of employees (“prêt de main d’oeuvre illicite”)Closing Date. (m) Except as would not have a Business Material Adverse Effect, all consultants, advisors and independent contractors providing services to the Subject Jurisdiction Transferred Entities have been properly classified as consultants, advisors or independent contractors, respectively, for purposes of federal and applicable state and foreign Tax laws, Laws applicable to employee benefits and other Laws. (n) Except as would not have a Business Material Adverse Effect, each of the Subject Jurisdiction Transferred Entities is in compliance in all respects with all currently applicable Laws respecting employment, discrimination in employment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors, consultants and advisors and employees as exempt or non-exempt), wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. (o) Except as would not have a Business Material Adverse Effect, the Subject Jurisdiction Transferred Entities have paid in full to all employees, independent contractors, consultants and advisors all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants (including in relation to the termination of any corresponding agreement).

Employees; Labor Matters. (a) On the date hereof, Parent has provided to Purchaser a complete and accurate list of all Business Employees as of the date that is two (2) Business Days prior to the date hereof. (b) Section 3.11(a3.11(b) of the Parent Disclosure Schedule sets forth a list, as of the date of this Agreementhereof, of each collective bargaining Contractagreement, material labor agreement or similar written agreement with a works council Contractcouncil, all applicable industry-wide collective agreements (“accords et conventions de branche” and “accords interprofessionnels”)labor union, any labor organization or other agreements with any employee representative body that are applicable to any Business Employees in connection with their employment with Parent or trade union, any practice (“usage”) its Affiliates or unilateral undertaking (“engagement unilateral”) and other labor Contract, in each case in a Material Jurisdiction, and to which any Transferred Entity is a party to or to which any Business Employee identified as of the date hereof is subject. bound by (b) There is no material employment contract with a Business Employee whose annual base compensation is in excess of $200,000 which can be terminated for a significantly higher amount than provided for by the collective bargaining Contractscollectively, except as otherwise disclosed on Section 3.10(a) of the Parent Disclosure Schedules“Labor Agreements”). (c) Except as would not have a Business Material Adverse Effect, to To the Knowledge of Parent: , (i) each Transferred Entity has complied with the terms of applicable Laws and such collective bargaining Contracts pertaining to the employment or termination of employment as of the Business Employees (whether current employees or employees who have been dismissed or whose employment contracts have been terminated over the last five (5) years and employee representation requirements); (ii) date hereof, there is no organizational effort currently being made or threatened by, or on behalf of, any works council, labor union union, labor organization or other employee representative body to organize any Business Employees identified Employees, (ii) as of the date hereof; (iii) , no demand for recognition of any Business Employees identified as of the date hereof has been made by, or on behalf of, any labor union; , and (iviii) during the three two (3)-year 2)-year period immediately prior to the date of this Agreement, there have been no material strikes unfair labor practice charges, grievances, strikes, work stoppages, slowdowns, picketing, hand billing, lockouts or lockouts other labor disputes at the BusinessBusiness or against the Transferred Entities. (d) Except as would not have a Business Material Adverse Effectreasonably be expected to result in material Liability to Purchaser, since January 1, 2017: (i) each Transferred Entity has at all times complied with all its obligations to no current or in respect of each Transferred Entity Employee and any former employee of a Transferred Entity, and the employers independent contractor of the Business Employees have so complied in respect has been misclassified or could be deemed to be misclassified as such by the Sellers or any of their Affiliates (including the Transferred Entities) pursuant to any applicable Law, (ii) no Business Employee or Former Business Employee has been misclassified or could be deemed to be misclassified as exempt from applicable minimum wage and overtime Laws, (iii) each Business Employeeindividual who is currently providing services to any Transferred Entity through a third party service provider, in each case arising out of or in connection with their terms and conditions of employment and/or under all applicable Laws relating who previously provided services to employment matters includingany Transferred Entity through a third party service provider, without limitation, retirement scheme is not or benefits, and no amount due to or in respect was not an employee of any Transferred Entity Employeeby virtue of providing services through such third party service provider, any former employee of a and (iv) no Transferred Entity has a single employer, joint employer, alter ego or similar relationship with any Business Employee is in arrears and unpaid (other than salary for the month current at the date of this Agreement)company. (e) Except as would not have a Business Material Adverse Effect: (i) in respect of the period of two (2) years prior to the date of this Agreement, holiday pay for periods of holiday taken by all Transferred Entity Employees and Business Employees under all applicable Laws, including regulation 13 of the Working Time Regulations 1998 (SI 1998/1833) has been calculated in accordance with applicable Laws including the Directive 2003/88/EC of the European Parliament and of the Council of 4 November 2003 concerning certain aspects of the organisation of working time; and (ii) relation to the Subject Jurisdiction Transferred Entities, in respect of the period of three (3) years prior to the date of this Agreement, holiday pay for periods of holiday taken by all Business Employees under applicable Laws has been calculated in accordance with the applicable French Labour Code. (f) Except as would not have a Business Material Adverse Effect: (i) the Transferred Entities are in compliance with their legal and regulatory employment obligations including in respect of employees’ representation and election of staff delegates, minimum wages salary, health and safety, working time, professional risk assessment (“évaluation des risques professionnels”), hardworking (“pénibilité”), professional related bonus, professional meeting (“entretiens professionnels”), compensation, employee benefit, profit sharing, retirement indemnities (“indemnités de fin xx xxxxxxxx”) and retirement schemes, internal rules, termination of employment and welfare schemes; and (ii) the social security charges for which Transferred Entities are liable have been paid in full within the time limits in accordance with applicable law or have been sufficiently provided for in the 2020 annual accounts of the Transferred Entities and in the Business Audited Financial Statements in accordance with the Accounting Principles (as applicable). (g) Except as would not have a Business Material Adverse Effect, no Transferred Entity has dismissed 20 or more employees on grounds of redundancy within a 90-day period during the 12 months ending on the date of this Agreement and no collective or multiple dismissal is currently being envisaged by any Transferred Entity and no Transferred Entity has entered into any social plan that still has outstanding liabilities on the date of this Agreement. (h) Except as would not have a Business Material Adverse Effect, no Transferred Entity has been a party to a “relevant transfer” (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 2006) or any other applicable Laws with respect to any Business Territories at any time during the three (3) years ending on the date of this Agreement. (i) Except as would not have a Business Material Adverse Effect, there are no and, during the three (3) years ending on the date of this Agreement, there have not been any, claims, disputes, enquiries or investigations by or relating to any Transferred Entity Employee, any former employee of any Transferred Entity or any Business Employee in which compensation payable did or could be expected to exceed $100,000 or otherwise could be considered damaging to the reputation of any Transferred Entity and, to To the Knowledge of Parent, there is no matter, event Business Employee or circumstance which could give rise to any such claim, dispute, enquiry or investigation. (j) Except as would not have a Former Business Material Adverse Effect, there are no material charges pending under applicable occupational health and safety legislation and each Transferred Entity has complied in all material respects with any orders issued under applicable occupational health and safety legislation and there are no appeals of any orders under applicable occupational health and safety legislation currently outstanding. (k) To the Knowledge of the Parent, no employee of the Subject Jurisdiction Transferred Entities, nor any independent contractors, consultant or advisor with whom any of the Subject Jurisdiction Transferred Entities has contracted to provide personal services Employee is in material violation of any legal provision, material term of any employment contractagreement, proprietary information agreement nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to Parent and its Affiliates (including the Transferred Entities) or (ii) to a former employer of any other agreement such employee relating (A) to the right of any such individual employee to be employed by or to provide personal services to the Subject Jurisdiction Transferred Entities; Parent and to the Knowledge of the Parent, the continued employment by the Subject Jurisdiction Transferred Entities of its present employees and the performance of the Subject Jurisdiction Transferred Entities’ contracts with their independent contractors, consultants and advisors, in each case performing personal services to the Subject Jurisdiction Transferred Entities will not result in any such violation. None of the Subject Jurisdiction Transferred Entities has received any written notice alleging that any such violation has occurred, in each case except as would not have a Business Material Adverse Effect. (l) Except as would not have a Business Material Adverse Effect, during the six (6) years prior to the date of this Agreement, there has been no practice concerning the Subject Jurisdiction Transferred Entities in terms of working hours, use of subcontractors, independent contractors, consultants, advisors, temporary workers or secondment of employees which could lead or which would have led employees, the URSSAF (“Body in charge of social security recovering”), the Labour Inspectorate or any court to be able to establish a situation characterizing the offence of concealed work (“délit de travail dissimulé”), offence of bargaining (“délit de marchandage”), offence of illegal lending of employees (“prêt de main d’oeuvre illicite”). (m) Except as would not have a Business Material Adverse Effect, all consultants, advisors and independent contractors providing services to the Subject Jurisdiction Transferred Entities have been properly classified as consultants, advisors or independent contractors, respectively, for purposes of federal and applicable state and foreign Tax laws, Laws applicable to employee benefits and other Laws. (n) Except as would not have a Business Material Adverse Effect, each of the Subject Jurisdiction Transferred Entities is in compliance in all respects with all currently applicable Laws respecting employment, discrimination in employment, terms and conditions of employment, worker classification Affiliates (including the proper classification of workers as independent contractors, consultants and advisors and employees as exempt Transferred Entities) or non-exempt), wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. (oB) Except as would not have a Business Material Adverse Effect, the Subject Jurisdiction Transferred Entities have paid in full to all employees, independent contractors, consultants and advisors all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants (including in relation to the termination knowledge or use of any corresponding agreement)trade secrets or proprietary information.

Employees; Labor Matters. (a) Section 3.11(aSchedule 3.15(a) of the Parent Disclosure Schedule sets forth a list, as true and complete list of the date names, titles, annual salaries and dates of this Agreementhire of all employees of Parent or Seller primarily engaged in the Business (collectively, of each collective bargaining Contract, material works council Contract, all applicable industry-wide collective agreements (such employees are referred to herein as the “accords et conventions de brancheEmployees” and or individually as an “accords interprofessionnelsEmployee”), any other agreements with any employee representative body or trade union, any practice (“usage”) or unilateral undertaking (“engagement unilateral”) and other labor Contract, in each case in a Material Jurisdiction, and to which any Transferred Entity is a party or to which any Business Employee identified as of the date hereof is subject. (b) There is no Schedule 3.15(b) sets forth a true and complete copy or description of each material employment contract with a Business Employee whose annual base compensation is in excess of $200,000 which can be terminated for a significantly higher amount than provided for by the collective bargaining Contracts, except as otherwise disclosed on Section 3.10(a) of the Parent Disclosure SchedulesPlan and Benefit Arrangement that covers any Employee and has previously been made available or furnished to Buyer. (c) Except as would not have set forth on Schedule 3.15(c), (i) neither Parent nor Seller is a Business Material Adverse Effectparty to any union or collective bargaining agreements covering any of the Employees, (ii) to the Knowledge of Parent: (i) each Transferred Entity has complied with the terms Parent and Seller, there are no activities or proceedings of applicable Laws and such collective bargaining Contracts pertaining to the employment or termination of employment of the Business Employees (whether current employees or employees who have been dismissed or whose employment contracts have been terminated over the last five (5) years and employee representation requirements); (ii) there is no organizational effort currently being made or threatened by, or on behalf of, any labor union to organize any Business Employees identified as of the date hereof; Employees, and (iii) no demand for recognition of neither Parent nor Seller has any Business Employees identified as employment agreements with any of the date hereof has been made byEmployees. Seller is in compliance with all applicable laws relating to employment and employment practices, or on behalf ofwages, any labor union; hours and (iv) during the three (3)-year period immediately prior terms and conditions of employment, in each case relating to the date of this AgreementEmployees, there have been no material strikes except to the extent that such non-compliance would not reasonably be expected to have, either individually or lockouts at in the Businessaggregate, a Material Adverse Effect. (d) Except as would set forth on Schedule 3.15(d), the consummation of the transactions contemplated by this Agreement shall not have a Business Material Adverse Effect: (i) each Transferred Entity has at all times complied with all its obligations to entitle any Employee or in respect of each Transferred Entity Employee and any former employee of a Transferred EntityParent or Seller who was primarily engaged in the Business, and the employers of the Business Employees have so complied in respect of each Business Employee, in each case arising out of or in connection with their terms and conditions of employment and/or under all applicable Laws relating to employment matters including, without limitation, retirement scheme or severance benefits, and no amount due to bonuses or in respect of any Transferred Entity Employee, any former employee of a Transferred Entity or any Business Employee is in arrears and unpaid (other than salary for the month current at the date of this Agreement)payment from Buyer. (e) Except as would not have a Business Material Adverse Effect: None of Parent, Seller or any Affiliate thereof has incurred any material liability pursuant to Title IV of ERISA, any material obligation or liability (icontingent or otherwise) in respect under Title IV of ERISA or Section 412 of the period of two (2) years prior to the date of this AgreementCode, holiday pay for periods of holiday taken by all Transferred Entity Employees and Business Employees under all applicable Laws, including regulation 13 of the Working Time Regulations 1998 (SI 1998/1833) has been calculated in accordance with applicable Laws including the Directive 2003/88/EC of the European Parliament and of the Council of 4 November 2003 concerning certain aspects of the organisation of working time; and (ii) relation to the Subject Jurisdiction Transferred Entities, in respect of the period of three (3) years prior to the date of this Agreement, holiday pay for periods of holiday taken by all Business Employees under applicable Laws has been calculated in accordance with the applicable French Labour Code. (f) Except as would not have a Business Material Adverse Effect: (i) the Transferred Entities are in compliance with their legal and regulatory employment obligations including in respect of employees’ representation and election of staff delegates, minimum wages salary, health and safety, working time, professional risk assessment (“évaluation des risques professionnels”), hardworking (“pénibilité”), professional related bonus, professional meeting (“entretiens professionnels”), compensation, employee benefit, profit sharing, retirement indemnities (“indemnités de fin xx xxxxxxxx”) and retirement schemes, internal rules, termination of employment and welfare schemes; and (ii) the social security charges for which Transferred Entities are liable have been paid in full within the time limits in accordance with applicable law or have been sufficiently provided for in the 2020 annual accounts of the Transferred Entities and in the Business Audited Financial Statements in accordance with the Accounting Principles (as applicable). (g) Except as would not have a Business Material Adverse Effect, no Transferred Entity has dismissed 20 or more employees on grounds of redundancy within a 90-day period during the 12 months ending on the date of this Agreement and no collective facts exist which could reasonable form a basis for such material obligation or multiple dismissal liability. No Employee Plan is currently being envisaged by any Transferred Entity and no Transferred Entity has entered into any social plan that still has outstanding liabilities on the date of this Agreement. (h) Except as would not have a Business Material Adverse Effect, no Transferred Entity has been a party to a “relevant transfermultiemployer plan,” (as defined in the Transfer Section 3(37) of Undertakings (Protection of Employment) Regulations 2006) ERISA, nor has Parent, Seller or any other applicable Laws with respect to any Business Territories Affiliate thereof at any time during the three (3) years ending on the date of this Agreement. (i) Except as would not have a Business Material Adverse Effect, there are no and, during the three (3) years ending on the date of this Agreement, there have not contributed to or been any, claims, disputes, enquiries or investigations by or relating obligated to contribute to any Transferred Entity Employee, any former employee of any Transferred Entity or any Business Employee in which compensation payable did or could be expected to exceed $100,000 or otherwise could be considered damaging to the reputation of any Transferred Entity and, to the Knowledge of Parent, there is no matter, event or circumstance which could give rise to any such claim, dispute, enquiry or investigation“multiemployer plan. (j) Except as would not have a Business Material Adverse Effect, there are no material charges pending under applicable occupational health and safety legislation and each Transferred Entity has complied in all material respects with any orders issued under applicable occupational health and safety legislation and there are no appeals of any orders under applicable occupational health and safety legislation currently outstanding. (k) To the Knowledge of the Parent, no employee of the Subject Jurisdiction Transferred Entities, nor any independent contractors, consultant or advisor with whom any of the Subject Jurisdiction Transferred Entities has contracted to provide personal services is in violation of any legal provision, material term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by or to provide personal services to the Subject Jurisdiction Transferred Entities; and to the Knowledge of the Parent, the continued employment by the Subject Jurisdiction Transferred Entities of its present employees and the performance of the Subject Jurisdiction Transferred Entities’ contracts with their independent contractors, consultants and advisors, in each case performing personal services to the Subject Jurisdiction Transferred Entities will not result in any such violation. None of the Subject Jurisdiction Transferred Entities has received any written notice alleging that any such violation has occurred, in each case except as would not have a Business Material Adverse Effect. (l) Except as would not have a Business Material Adverse Effect, during the six (6) years prior to the date of this Agreement, there has been no practice concerning the Subject Jurisdiction Transferred Entities in terms of working hours, use of subcontractors, independent contractors, consultants, advisors, temporary workers or secondment of employees which could lead or which would have led employees, the URSSAF (“Body in charge of social security recovering”), the Labour Inspectorate or any court to be able to establish a situation characterizing the offence of concealed work (“délit de travail dissimulé”), offence of bargaining (“délit de marchandage”), offence of illegal lending of employees (“prêt de main d’oeuvre illicite”). (m) Except as would not have a Business Material Adverse Effect, all consultants, advisors and independent contractors providing services to the Subject Jurisdiction Transferred Entities have been properly classified as consultants, advisors or independent contractors, respectively, for purposes of federal and applicable state and foreign Tax laws, Laws applicable to employee benefits and other Laws. (n) Except as would not have a Business Material Adverse Effect, each of the Subject Jurisdiction Transferred Entities is in compliance in all respects with all currently applicable Laws respecting employment, discrimination in employment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors, consultants and advisors and employees as exempt or non-exempt), wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. (o) Except as would not have a Business Material Adverse Effect, the Subject Jurisdiction Transferred Entities have paid in full to all employees, independent contractors, consultants and advisors all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants (including in relation to the termination of any corresponding agreement).

Employees; Labor Matters. (a) Section 3.11(a4.12(a) of the Parent Disclosure Schedule sets forth is a true and complete list, as of the date of this Agreementset forth therein, of all Business Employees and, solely to the extent permitted by applicable Law, each collective bargaining Contractof their (i) primary work location, material works council Contract(ii) employing entity, all (iii) job title, (iv) date of hire, (v) status as full-time or part-time, (vi) classification by the Seller and its Affiliates as exempt or non-exempt under applicable industry-wide collective agreements wage and hour Laws, (“accords et conventions de branche” vii) whether paid on an hourly or salary basis, (viii) annual base salary or hourly wage rate and “accords interprofessionnels”)(ix) active or inactive status and, any other agreements with any employee representative body or trade unionif on inactive status, any practice (“usage”) or unilateral undertaking (“engagement unilateral”) and other labor Contract, in each case in a Material Jurisdiction, and to which any Transferred Entity is a party or to which any the date the Business Employee identified as of became inactive and the date hereof is subjecton which they are expected to return to active status (if known). (b) There is no material employment contract with a Business Employee whose annual base compensation is in excess of $200,000 which can be terminated for a significantly higher amount than provided for by the collective bargaining Contracts, except as otherwise disclosed on Section 3.10(a) As of the Parent Disclosure Schedules. (c) date hereof, neither the Transferred Entities nor, with regard to the Business, the Seller or its other Affiliates engage any Business Service Providers. Except as would not have a Business Material Adverse Effect, be expected to the Knowledge of Parent: (i) each Transferred Entity has complied with the terms of applicable Laws and such collective bargaining Contracts pertaining to the employment or termination of employment of the Business Employees (whether current employees or employees who have been dismissed or whose employment contracts have been terminated over the last five (5) years and employee representation requirements); (ii) there is no organizational effort currently being made or threatened by, or on behalf of, any labor union to organize any Business Employees identified as of the date hereof; (iii) no demand for recognition of any Business Employees identified as of the date hereof has been made by, or on behalf of, any labor union; and (iv) during the three (3)-year period immediately prior to the date of this Agreement, there have been no result in material strikes or lockouts at the Business. (d) Except as would not have a Business Material Adverse Effect: (i) each Transferred Entity has at all times complied with all its obligations to or in respect of each Transferred Entity Employee and any former employee of a Transferred Entity, and the employers of the Business Employees have so complied in respect of each Business Employee, in each case arising out of or in connection with their terms and conditions of employment and/or under all applicable Laws relating to employment matters including, without limitation, retirement scheme or benefits, and no amount due to or in respect of any Transferred Entity Employee, any former employee of a Transferred Entity or any Business Employee is in arrears and unpaid (other than salary Liability for the month current at the date of this Agreement). (e) Except as would not have a Business Material Adverse Effect: (i) in respect of the period of two (2) years prior to the date of this Agreement, holiday pay for periods of holiday taken by all Transferred Entity Employees and Business Employees under all applicable Laws, including regulation 13 of the Working Time Regulations 1998 (SI 1998/1833) has been calculated in accordance with applicable Laws including the Directive 2003/88/EC of the European Parliament and of the Council of 4 November 2003 concerning certain aspects of the organisation of working time; and (ii) relation to the Subject Jurisdiction Transferred Entities, in respect all individual independent contractors, leased employees, and exempt employees of the period of Transferred Entities or who primarily provide services to the Business have, for the past three (3) years prior to the date hereof, been properly classified by the Seller or its Affiliates for all applicable purposes and been paid all compensation that has come due and payable to such Business Service Providers. (c) As of this Agreementthe date hereof, holiday pay for periods and in the three (3) years prior to the date hereof, neither the Transferred Entities nor, with regard to any Former Business Employees, Business Employees, or the Business, the Seller or its other Affiliates are (i) a party or subject to any collective bargaining agreements or similar Contracts with any labor or trade union, works council or similar labor organization or employee representative body (“Labor Organization”), or (ii) negotiating any such Contract. As of holiday taken by all the date hereof, neither the Transferred Entities nor, with regard to any Former Business Employees, Business Employees under or the Business, the Seller or its other Affiliates is subject to any demand, petition or representation proceeding before the National Labor Relations Board or any similar Governmental Entity seeking to compel, require or demand it to bargain with any Labor Organization. (d) There is, and in the three (3) years prior to the date hereof there have been, no pending or threatened strikes, concerted work stoppages, walkouts, concerted work slowdowns, lockouts, unfair labor practice charges, decertification petitions or proceedings, material labor grievances, other material labor disruptions or, to the Knowledge of the Sellers, any labor organizing activities with respect to any Transferred Entity, any Business Employees, the Business or any Former Business Employees. (e) As of the date hereof, the Transferred Entities and, with respect to the Former Business Employees, the Business Employees, and the Business, the Sellers and its other Affiliates are, and for the three (3) years prior to the date hereof have been, in material compliance with all applicable Laws has been calculated in accordance with the relating to employment or labor, including all applicable French Labour CodeLaws relating to hiring, background checks, employee training and notices, wages, hours, social insurance contributions, overtime, pay equity, immigration, employment eligibility verification, collective bargaining, labor relations, employment discrimination, harassment, retaliation, employee privacy, whistleblowing, reasonable accommodations, COVID-19, affirmative action, sick time, leaves of absences, occupational safety and health, discipline, terminations, plant closings, mass layoffs, workers’ compensation, and classification of exempt employees, leased employees and individual independent contractors. (f) Except as would not There is, and in the past three (3) years there have a Business Material Adverse Effect: (i) been, no pending or, to the Knowledge of the Sellers, threatened labor or employment-related Action against the Transferred Entities are in compliance or, with their legal and regulatory employment obligations including in respect of employees’ representation and election of staff delegates, minimum wages salary, health and safety, working time, professional risk assessment (“évaluation des risques professionnels”), hardworking (“pénibilité”), professional related bonus, professional meeting (“entretiens professionnels”), compensation, employee benefit, profit sharing, retirement indemnities (“indemnités de fin xx xxxxxxxx”) and retirement schemes, internal rules, termination of employment and welfare schemes; and (ii) the social security charges for which Transferred Entities are liable have been paid in full within the time limits in accordance with applicable law or have been sufficiently provided for in the 2020 annual accounts of the Transferred Entities and in regard to the Business Audited Financial Statements in accordance with Employees, the Accounting Principles (as applicable)Business and/or Former Business Employees, the Seller or its other Affiliates. (g) Except as would not have a Business Material Adverse Effectset forth on Section 4.12(g)(i) of the Parent Disclosure Schedule, no Transferred Entity has dismissed 20 or more employees on grounds of redundancy within a 90-day period during the 12 months ending on the date of this Agreement and no collective or multiple dismissal is currently being envisaged by any Transferred Entity and no Transferred Entity has entered into any social plan that still has outstanding liabilities on the date of this Agreement. (h) Except as would not have a Business Material Adverse Effect, no Transferred Entity has been a party to a “relevant transfer” (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 2006) or any other applicable Laws with respect to any Business Territories at any time during the three (3) years ending on prior to the date hereof, the Transferred Entities and, with regard to the Business Employees, Business and Former Business Employees, the Sellers and its other Affiliates, have not have not implemented any “plant closing” or “mass layoff” (as such terms are defined in the federal Worker Adjustment and Retraining Notification Act of this Agreement1988 and any similar state or local Law (each a “WARN Act”)) or other employment decision that triggered notice requirements under a WARN Act. Except as set forth on Section 4.12(g)(ii) of the Parent Disclosure Schedule, (i) in the past ninety (90) days prior to the date hereof, the Transferred Entities have not implemented or effectuated any reduction in force, and (ii) no Business Employees are on a layoff, furlough or material reduction in hours that, if continued, would reasonably be expected to constitute an “employment loss” (as such term is defined in any applicable WARN Act). (ih) Except as would not have a Business Material Adverse Effect, there are no and, during During the three (3) years ending on prior to the date hereof, the Transferred Entities and, with regard to the Business Employees, Business and Former Business Employees, the Seller and its other Affiliates, have investigated all allegations of this Agreementsexual harassment or discriminatory harassment involving officers, there directors, supervisors and/or managerial-level employees of the Business of which they have not been anyKnowledge and, claimswith respect to each such allegation which the Seller or its Affiliates deemed to have merit, disputeshave taken reasonable corrective actions it deemed necessary with respect to such allegations. To the Knowledge of the Sellers, enquiries no such allegation of sexual or investigations by or relating to any Transferred Entity Employee, any former employee of any Transferred Entity or any Business Employee in which compensation payable did or could discriminatory harassment would reasonably be expected to exceed $100,000 or otherwise could be considered damaging result in any material liability to the reputation of any Transferred Entity and, to the Knowledge of Parentthe Sellers, there is no mattersuch allegations have been made that, event or circumstance which could give rise if known to the public, would reasonably be expected to bring any such claim, dispute, enquiry or investigation. (j) Except as would not have a Business Material Adverse Effect, there are no material charges pending under applicable occupational health and safety legislation and each Transferred Entity has complied in all or the Business into material respects with any orders issued under applicable occupational health and safety legislation and there are no appeals of any orders under applicable occupational health and safety legislation currently outstandingdisrepute. (k) To the Knowledge of the Parent, no employee of the Subject Jurisdiction Transferred Entities, nor any independent contractors, consultant or advisor with whom any of the Subject Jurisdiction Transferred Entities has contracted to provide personal services is in violation of any legal provision, material term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by or to provide personal services to the Subject Jurisdiction Transferred Entities; and to the Knowledge of the Parent, the continued employment by the Subject Jurisdiction Transferred Entities of its present employees and the performance of the Subject Jurisdiction Transferred Entities’ contracts with their independent contractors, consultants and advisors, in each case performing personal services to the Subject Jurisdiction Transferred Entities will not result in any such violation. None of the Subject Jurisdiction Transferred Entities has received any written notice alleging that any such violation has occurred, in each case except as would not have a Business Material Adverse Effect. (l) Except as would not have a Business Material Adverse Effect, during the six (6) years prior to the date of this Agreement, there has been no practice concerning the Subject Jurisdiction Transferred Entities in terms of working hours, use of subcontractors, independent contractors, consultants, advisors, temporary workers or secondment of employees which could lead or which would have led employees, the URSSAF (“Body in charge of social security recovering”), the Labour Inspectorate or any court to be able to establish a situation characterizing the offence of concealed work (“délit de travail dissimulé”), offence of bargaining (“délit de marchandage”), offence of illegal lending of employees (“prêt de main d’oeuvre illicite”). (m) Except as would not have a Business Material Adverse Effect, all consultants, advisors and independent contractors providing services to the Subject Jurisdiction Transferred Entities have been properly classified as consultants, advisors or independent contractors, respectively, for purposes of federal and applicable state and foreign Tax laws, Laws applicable to employee benefits and other Laws. (n) Except as would not have a Business Material Adverse Effect, each of the Subject Jurisdiction Transferred Entities is in compliance in all respects with all currently applicable Laws respecting employment, discrimination in employment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors, consultants and advisors and employees as exempt or non-exempt), wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. (o) Except as would not have a Business Material Adverse Effect, the Subject Jurisdiction Transferred Entities have paid in full to all employees, independent contractors, consultants and advisors all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants (including in relation to the termination of any corresponding agreement).

Employees; Labor Matters. (a) Section 3.11(a) of the Parent Disclosure Schedule sets forth a list, There is no works council or labor union representing any Business Employee as of the date of this Agreement, of each collective bargaining Contract, material works council Contract, all applicable industry-wide collective agreements (“accords et conventions de branche” and “accords interprofessionnels”), any other agreements with any employee representative body or trade union, any practice (“usage”) or unilateral undertaking (“engagement unilateral”) and other labor Contract, in each case in a Material Jurisdiction, and to which any Transferred Entity is a party or to which any Business Employee identified as of the date hereof is subjecthereof. (b) There is no material employment contract with a Business Employee whose annual base compensation is in excess of $200,000 which can be terminated for a significantly higher amount than provided for by the collective bargaining Contracts, except as otherwise disclosed on Section 3.10(a) of the Parent Disclosure Schedules. (c) Except as would not have reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect, to the Knowledge of Parent: , (i) each Transferred Entity has complied with the terms of applicable Laws and such collective bargaining Contracts pertaining to the employment or termination of employment of the Business Employees (whether current employees or employees who have been dismissed or whose employment contracts have been terminated over the last five (5) years and employee representation requirements); (ii) there is no organizational effort currently being made or threatened by, or on behalf of, any labor union to organize any Business Employees identified as of the date hereof; , (iiiii) no demand for recognition of any Business Employees identified as of the date hereof has been made by, or on behalf of, any labor union; , and (iviii) during the three two (3)-year 2)-year period immediately prior to the date of this Agreement, there have been no material strikes or lockouts at the Business. (dc) Except as would not have a Business Material Adverse Effect: (i) each Transferred Entity has at all times complied with all its obligations to not, individually or in respect of each Transferred Entity Employee and any former employee of a Transferred Entitythe aggregate, and the employers of the Business Employees have so complied in respect of each Business Employee, in each case arising out of or in connection with their terms and conditions of employment and/or under all applicable Laws relating reasonably be expected to employment matters including, without limitation, retirement scheme or benefits, and no amount due to or in respect of any Transferred Entity Employee, any former employee of a Transferred Entity or any Business Employee is in arrears and unpaid (other than salary for the month current at the date of this Agreement). (e) Except as would not have a Business Material Adverse Effect: (i) in respect of the period of two (2) years prior to the date of this Agreement, holiday pay for periods of holiday taken by all Transferred Entity Employees and Business Employees under all applicable Laws, including regulation 13 of the Working Time Regulations 1998 (SI 1998/1833) has been calculated in accordance with applicable Laws including the Directive 2003/88/EC of the European Parliament and of the Council of 4 November 2003 concerning certain aspects of the organisation of working time; and (ii) relation to the Subject Jurisdiction Transferred Entities, in respect of the period of three (3) years prior to the date of this Agreement, holiday pay for periods of holiday taken by all Business Employees under applicable Laws has been calculated in accordance with the applicable French Labour Code. (f) Except as would not have a Business Material Adverse Effect: (i) the Transferred Entities are in compliance with their legal and regulatory employment obligations including in respect of employees’ representation and election of staff delegates, minimum wages salary, health and safety, working time, professional risk assessment (“évaluation des risques professionnels”), hardworking (“pénibilité”), professional related bonus, professional meeting (“entretiens professionnels”), compensation, employee benefit, profit sharing, retirement indemnities (“indemnités de fin xx xxxxxxxx”) and retirement schemes, internal rules, termination of employment and welfare schemes; and (ii) the social security charges for which Transferred Entities are liable have been paid in full within the time limits in accordance with applicable law or have been sufficiently provided for in the 2020 annual accounts of the Transferred Entities and in the Business Audited Financial Statements in accordance with the Accounting Principles (as applicable). (g) Except as would not have a Business Material Adverse Effect, no to the Knowledge of Parent, Parent and each Transferred Entity is and has dismissed 20 or more employees on grounds been in compliance with all applicable Laws respecting employment, employment practices, labor, terms and conditions of redundancy within a 90-day period during the 12 months ending on the date of this Agreement employment, wages and no collective or multiple dismissal is currently being envisaged by any Transferred Entity hours, employment standards, human rights, occupational safety and no Transferred Entity has entered into any social plan that still has outstanding liabilities on the date of this Agreementworkers’ compensation with respect to each Business Employee and each Former Business Employee. (hd) Except as would not not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, no Transferred Entity has been a party to a “relevant transfer” (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 2006) or any other applicable Laws with respect to any Business Territories at any time during the three (3) years ending on the date of this Agreement. (i) Except as would not have a Business Material Adverse Effect, there are no and, during the three (3) years ending on the date of this Agreement, there have not been any, claims, disputes, enquiries or investigations by or relating to any Transferred Entity Employee, any former employee of any Transferred Entity or any Business Employee in which compensation payable did or could be expected to exceed $100,000 or otherwise could be considered damaging to the reputation of any Transferred Entity and, to the Knowledge of Parent, there since January 1, 2018, (i) any individual who performs services for the Business and who is no matter, event not treated as an employee for U.S. federal income Tax purposes by Parent or circumstance which could give rise to any such claim, dispute, enquiry or investigation. of its Affiliates (jincluding each Transferred Entity) Except as would is not have a Business Material Adverse Effect, there are no material charges pending an employee under applicable occupational health Law and safety legislation and each Transferred Entity has complied in all material respects with is not an employee for any orders issued under applicable occupational health and safety legislation and there are no appeals of any orders under applicable occupational health and safety legislation currently outstanding. purpose (k) To the Knowledge of the Parent, no employee of the Subject Jurisdiction Transferred Entities, nor any independent contractors, consultant including Tax withholding purposes or advisor with whom any of the Subject Jurisdiction Transferred Entities has contracted to provide personal services is in violation of any legal provision, material term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by or to provide personal services to the Subject Jurisdiction Transferred Entities; and to the Knowledge of the Parent, the continued employment by the Subject Jurisdiction Transferred Entities of its present employees and the performance of the Subject Jurisdiction Transferred Entities’ contracts with their independent contractors, consultants and advisors, in each case performing personal services to the Subject Jurisdiction Transferred Entities will not result in any such violation. None of the Subject Jurisdiction Transferred Entities has received any written notice alleging that any such violation has occurred, in each case except as would not have a Business Material Adverse Effect. (l) Except as would not have a Business Material Adverse Effect, during the six (6) years prior to the date of this Agreement, there has been no practice concerning the Subject Jurisdiction Transferred Entities in terms of working hours, use of subcontractors, independent contractors, consultants, advisors, temporary workers or secondment of employees which could lead or which would have led employees, the URSSAF (“Body in charge of social security recovering”Benefit Plan purposes), the Labour Inspectorate or any court to be able to establish a situation characterizing the offence of concealed work and (“délit de travail dissimulé”), offence of bargaining (“délit de marchandage”), offence of illegal lending of employees (“prêt de main d’oeuvre illicite”). (mii) Except as would not have a each Business Material Adverse Effect, all consultants, advisors and independent contractors providing services to the Subject Jurisdiction Transferred Entities have Employee has been properly classified as consultants, advisors “exempt” or independent contractors, respectively, for purposes of federal and “non-exempt” under applicable state and foreign Tax laws, Laws applicable to employee benefits and other LawsLaw. (ne) Except as would not have a Business Material Adverse Effect, each Section 3.11(e) of the Subject Jurisdiction Transferred Entities is in compliance in all respects Parent Disclosure Schedule sets forth a list, as of the date hereof, of each Business Employee, with all currently applicable Laws respecting employment, discrimination in employment, terms and conditions of employment, worker classification (including the proper classification of workers those Dedicated Employees identified as independent contractors, consultants and advisors and employees as exempt or non-exempt), wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practicesuch on such schedule. (o) Except as would not have a Business Material Adverse Effect, the Subject Jurisdiction Transferred Entities have paid in full to all employees, independent contractors, consultants and advisors all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants (including in relation to the termination of any corresponding agreement).

Employees; Labor Matters. (a) Section 3.11(a4.15(a) of the Parent Purchaser Disclosure Schedule sets forth a list, list contains as of the date of this Agreement, or each works council, labor union or any other representative body representing any current employee of Purchaser or any of its Subsidiaries as of the date hereof. A true and complete copy of each collective bargaining Contract, material works council Contract, all agreement applicable industry-wide collective agreements (“accords et conventions de branche” and “accords interprofessionnels”), to any other agreements with current employee of Purchaser or any employee representative body or trade union, any practice (“usage”) or unilateral undertaking (“engagement unilateral”) and other labor Contract, in each case in a Material Jurisdiction, and of its Subsidiaries has been provided to which any Transferred Entity is a party or Parent prior to which any Business Employee identified as of the date hereof is subjecthereof. (b) There is no material employment contract with a Business Employee whose annual base compensation is in excess of $200,000 which can be terminated for a significantly higher amount than provided for by the collective bargaining Contracts, except as otherwise disclosed on Section 3.10(a) of the Parent Disclosure Schedules. (c) Except as would not have reasonably be expected to have, individually or in the aggregate, a Business Purchaser Material Adverse Effect, to the Knowledge of Parent: Purchaser, (i) each Transferred Entity has complied with the terms of applicable Laws and such collective bargaining Contracts pertaining to the employment or termination of employment as of the Business Employees (whether current employees or employees who have been dismissed or whose employment contracts have been terminated over the last five (5) years and employee representation requirements); (ii) date hereof, there is no organizational effort currently being made or threatened by, or on behalf of, any labor union or other employee representative body to organize any Business Employees identified employees of Purchaser or any of its Subsidiaries, (ii) as of the date hereof; (iii) , no demand for recognition of any Business Employees employees of Purchaser or any of its Subsidiaries identified as of the date hereof has been made by, or on behalf of, any labor union; union or works council, and (iviii) during the three two (3)-year 2)-year period immediately prior to the date of this Agreement, there have been no material strikes or lockouts at Purchaser or any of its Subsidiaries. (c) Except as would not reasonably be expected to be material to the Purchaser Business, in the last two (2) years: (i) no current or former independent contractor or worker engaged by the Purchaser Business has been misclassified as such by the Purchaser or its Subsidiaries pursuant to any Applicable Law, (ii) no current or former employees of Purchaser or its Subsidiaries has been misclassified as exempt from applicable minimum wage or overtime Laws, (iii) each individual who is currently providing services to Purchaser or its Subsidiaries through a third party service provider, or who previously provided services to Purchaser or its Subsidiaries through a third party service provider, is not or was not an employee or worker of Purchaser or its Subsidiaries by virtue of providing services through such third party service provider, and (iv) neither Purchaser nor its Subsidiaries has a single employer, joint employer, alter ego, or other similar relationship with any other entity. (d) Except as would not have a Business Material Adverse Effect: (i) each Transferred Entity has at all times complied Neither Purchaser nor its Subsidiaries, or their Affiliates, are subject to any material current, pending or threatened claim, dispute or litigation with all its obligations to any current or in respect of each Transferred Entity Employee and any former employee of a Transferred Entity, and the employers of the Business Employees have so complied in respect of each Business Employee, in each case arising out of or in connection with their terms and conditions of employment and/or under all applicable Laws relating to employment matters including, without limitation, retirement scheme or benefits, and no amount due to or in respect of any Transferred Entity Employee, any former employee of a Transferred Entity Purchaser or any Business Employee is in arrears and unpaid (other than salary for the month current at the date of this Agreement). (e) Except as would not have a Business Material Adverse Effect: (i) in respect of the period of two (2) years prior to the date of this Agreement, holiday pay for periods of holiday taken by all Transferred Entity Employees and Business Employees under all applicable Laws, including regulation 13 of the Working Time Regulations 1998 (SI 1998/1833) has been calculated in accordance with applicable Laws including the Directive 2003/88/EC of the European Parliament and of the Council of 4 November 2003 concerning certain aspects of the organisation of working time; and (ii) relation to the Subject Jurisdiction Transferred Entities, in respect of the period of three (3) years prior to the date of this Agreement, holiday pay for periods of holiday taken by all Business Employees under applicable Laws has been calculated in accordance with the applicable French Labour Code. (f) Except as would not have a Business Material Adverse Effect: (i) the Transferred Entities are in compliance with their legal and regulatory employment obligations including in respect of employees’ representation and election of staff delegates, minimum wages salary, health and safety, working time, professional risk assessment (“évaluation des risques professionnels”), hardworking (“pénibilité”), professional related bonus, professional meeting (“entretiens professionnels”), compensation, employee benefit, profit sharing, retirement indemnities (“indemnités de fin xx xxxxxxxx”) and retirement schemes, internal rules, termination of employment and welfare schemes; and (ii) the social security charges for which Transferred Entities are liable have been paid in full within the time limits in accordance with applicable law or have been sufficiently provided for in the 2020 annual accounts of the Transferred Entities and in the Business Audited Financial Statements in accordance with the Accounting Principles (as applicable). (g) Except as would not have a Business Material Adverse Effect, no Transferred Entity has dismissed 20 or more employees on grounds of redundancy within a 90-day period during the 12 months ending on the date of this Agreement and no collective or multiple dismissal is currently being envisaged by any Transferred Entity and no Transferred Entity has entered into any social plan that still has outstanding liabilities on the date of this Agreement. (h) Except as would not have a Business Material Adverse Effect, no Transferred Entity has been a party to a “relevant transfer” (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 2006) or any other applicable Laws with respect to any Business Territories at any time during the three (3) years ending on the date of this Agreement. (i) Except as would not have a Business Material Adverse Effect, there are no and, during the three (3) years ending on the date of this Agreement, there have not been any, claims, disputes, enquiries or investigations by or relating to any Transferred Entity Employee, any former employee of any Transferred Entity or any Business Employee in which compensation payable did or could be expected to exceed $100,000 or otherwise could be considered damaging to the reputation of any Transferred Entity and, to the Knowledge of Parent, there is no matter, event or circumstance which could give rise to any such claim, dispute, enquiry or investigation. (j) Except as would not have a Business Material Adverse Effect, there are no material charges pending under applicable occupational health and safety legislation and each Transferred Entity has complied in all material respects with any orders issued under applicable occupational health and safety legislation and there are no appeals of any orders under applicable occupational health and safety legislation currently outstanding. (k) To the Knowledge of the Parent, no employee of the Subject Jurisdiction Transferred Entities, nor any independent contractors, consultant or advisor with whom any of the Subject Jurisdiction Transferred Entities has contracted to provide personal services is in violation of any legal provision, material term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by or to provide personal services to the Subject Jurisdiction Transferred Entities; and to the Knowledge of the Parent, the continued employment by the Subject Jurisdiction Transferred Entities of its present employees and the performance of the Subject Jurisdiction Transferred Entities’ contracts with their independent contractors, consultants and advisors, in each case performing personal services to the Subject Jurisdiction Transferred Entities will not result in any such violation. None of the Subject Jurisdiction Transferred Entities has received any written notice alleging that any such violation has occurred, in each case except as would not have a Business Material Adverse EffectSubsidiaries. (l) Except as would not have a Business Material Adverse Effect, during the six (6) years prior to the date of this Agreement, there has been no practice concerning the Subject Jurisdiction Transferred Entities in terms of working hours, use of subcontractors, independent contractors, consultants, advisors, temporary workers or secondment of employees which could lead or which would have led employees, the URSSAF (“Body in charge of social security recovering”), the Labour Inspectorate or any court to be able to establish a situation characterizing the offence of concealed work (“délit de travail dissimulé”), offence of bargaining (“délit de marchandage”), offence of illegal lending of employees (“prêt de main d’oeuvre illicite”). (m) Except as would not have a Business Material Adverse Effect, all consultants, advisors and independent contractors providing services to the Subject Jurisdiction Transferred Entities have been properly classified as consultants, advisors or independent contractors, respectively, for purposes of federal and applicable state and foreign Tax laws, Laws applicable to employee benefits and other Laws. (n) Except as would not have a Business Material Adverse Effect, each of the Subject Jurisdiction Transferred Entities is in compliance in all respects with all currently applicable Laws respecting employment, discrimination in employment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors, consultants and advisors and employees as exempt or non-exempt), wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. (o) Except as would not have a Business Material Adverse Effect, the Subject Jurisdiction Transferred Entities have paid in full to all employees, independent contractors, consultants and advisors all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants (including in relation to the termination of any corresponding agreement).