Common use of Employees; Labor Relations Clause in Contracts

Employees; Labor Relations. (a) Section 4.17(a)(i) of the Disclosure Schedule contains a complete and accurate list as of the Agreement Date of the name of each current employee of the Company, together with the following for each employee: (i) date of hire; (ii) position; (iii) location of employment (city/town and state); (iv) annual base salary or hourly wage rate; (v) any incentive or bonus arrangement with respect to such person; (vi) any benefits; (vii) any promises or commitments made to them with respect to changes or additions to their compensation or benefits; (viii) current accrued but unused vacation/paid time off; (ix) whether classified as exempt or non-exempt for wage and hour purposes; (x) average scheduled hours per week; (xi) any visa or work permit status and the date of expiration, if applicable; (xii) whether paid on a commission basis and the employee’s potential commission; and (xiii) status (i.e., active or inactive and if inactive, the type of leave and estimated duration). The Company is not delinquent in payments to any of its employees or Contingent Workers for any wages, salaries, commissions, bonuses, fees or other direct compensation for any services performed for the Company or amounts required to be reimbursed to such employees or Contingent Workers. No labor union, labor organization, or any representative thereof represents, or has made any attempt to organize or represent, employees or Contingent Workers of the Company. The Company is not a party to any collective bargaining agreements, work rules or practices, letters of understanding or similar agreements with any labor union, labor organization, or other person purporting to act as exclusive bargaining representative of any employees or Contingent Workers. There are no strikes or lockouts or work stoppages or slowdowns pending or, to the Knowledge of the Company, threatened against or affecting the Business of the Company. The Company is not currently engaged in any negotiation with any labor union, labor organization, or other person purporting to act as exclusive bargaining representative of any employees or Contingent Workers. The Company has not engaged in any unfair labor practice. Since the Company’s formation, no officer’s or employee’s employment with the Company has been terminated by the Company for any reason and no discussions in which the Company has participated have been held relating to such possible termination. (b) The Company: (i) is in compliance, and has been in such compliance at all times, in all material respects with all applicable Laws, Contracts and Orders, or arbitration awards of any arbitrator or any court or other Governmental Authority respecting employment and labor matters, including fair employment practices, terms and conditions of employment, pay equity, restrictive covenants, wages, hours, discrimination, payment of minimum wages, meal and rest breaks, overtime, classification of workers as independent contractors and consultants, classification of employees as exempt or non-exempt for purposes of the Fair Labor Standards Act and state and local wage and hour laws, labor relations, leave of absence requirements, occupational health and safety, privacy, harassment, retaliation, work authorization and immigration, accessibility, workers’ compensation, unemployment compensation, affirmative action, wrongful termination or violation of the personal rights of employees or prospective employees, and COVID-19-related Laws, standards, and guidance (including, without limitation, the Families First Coronavirus Response Act and any other applicable COVID-19 related leave law, whether state, local or otherwise); (ii) has withheld and reported all amounts required by any Law or Contract to be withheld and reported with respect to wages, salaries and other payments to any employee; (iii) has no Liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) has no Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for any employee (other than routine payments to be made in the normal course of business and consistent with past practice). The Company is not a government contractor or subcontractor for purposes of any law with respect to the terms and conditions of employment. (c) To the Knowledge of the Company, no employee of the Company at the level of senior manager or above: (i) intends to terminate his employment with the Company; (ii) has received an offer to join a business that may be competitive with the Business; or (iii) is a party to or is bound by any confidentiality agreement, noncompetition, nonsolicitation, or invention assignment agreement or other Contract (with any Person) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Company; or (B) the Business or operations. Except as set forth in Section 4.17(c) of the Disclosure Schedule, every former employee whose employment with the Company was terminated by the Company has signed a valid and enforceable release agreement. No employee or Contingent Worker is eligible to earn commission, incentive compensation, or other post-employment or post-engagement compensation payments from the Company after the end of their employment or engagement with the Company. (d) Section 4.17(d) of the Disclosure Schedule contains a complete and accurate list as of the Agreement Date of all of the current and former independent contractors, consultants, temporary employees, leased employees or other agents employed or used by the Company and classified by the Company as other than employees, or compensated other than through wages paid by the Company through the Company’s payroll (“Contingent Workers”), showing for each Contingent Worker: (i) the name of such Contingent Worker, (ii) the date as of which such Contingent Worker was originally engaged by the Company, (iii) (as applicable) the date such engagement ended or the date such engagement is scheduled to end; (iv) fee or compensation arrangements; (v) any termination of contract provision, including required notice or payment due upon termination; and (vi) average hours worked per month. No Contingent Worker is eligible to participate in any Company Benefit Plan. (e) Currently and since the formation of the Company, the Company is not, and has not been involved in any way in, any form of litigation, governmental audit, governmental investigation, administrative agency proceeding, private dispute resolution procedure, or internal or, to the Company’s Knowledge, external investigation of alleged employee misconduct, in each case with respect to employment or labor matters (including, but not limited to, allegations of employment discrimination, retaliation, noncompliance with wage and hour laws, the misclassification of independent contractors, violation of restrictive covenants, sexual harassment, other unlawful harassment or unfair labor practices). Since the formation of the Company, no allegations of sexual harassment have been made to the Company against any employee or Contingent Worker of the Company and the Company has not otherwise become aware of any such allegations. There are no facts, to the Company’s Knowledge, that would reasonably be expected to give rise to a claim of sexual harassment, other unlawful harassment or unlawful discrimination or retaliation against or involving the Company or any Company employee, director or Contingent Worker. (f) All employees of the Company are employed at-will and no employee is subject to any employment contract with the Company, whether oral or written. Section 4.17(f) of the Disclosure Schedule identifies each employee of the Company who is subject to a non-competition, non-solicitation, confidentiality and/or invention assignment agreement with the Company and a form of each such agreement has been provided to Buyer. (g) The Company has not experienced a “plant closing,” “business closing,” or “mass layoff” or similar group employment loss as defined in the federal Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar state, local or foreign law or regulation affecting any site of employment of the Company or one or more facilities or operating units within any site of employment or facility of the Company. During the ninety (90)-day period preceding the Agreement Date, no employee or Contingent Worker has suffered an “employment loss” as defined in the WARN Act with respect to the Company.

Employees; Labor Relations. (a) The Company has provided or made available to Parent true, correct and complete copies of each of the following: (i) all forms of offer letters currently used by the Company, (ii) all employment agreements with current Company Employees and severance agreements with Company Employees, but only to the extent that the Company has outstanding obligations under such severance agreements (excluding non-disparagement and confidentiality obligations), (iii) all forms of services agreements and agreements with Company Contractors, (iv) all forms of confidentiality, restrictive covenant and/or invention assignment agreements between current Company Employees or Company Contractors and the Company, (v) a schedule of bonus commitments made to current Company Employees applicable to the current or any future performance period and (vi) accurate and complete copies of the Company’s employee handbook. All current Company Employees and Company Contractors have signed an offer letter or employment agreement and a proprietary information agreement on the Company’s standard form. (b) Section 4.17(a)(i3.18(b) of the Company Disclosure Schedule contains a complete and accurate list of all Company Employees as of the Agreement Date date of the name of each current employee of the Companythis Agreement, together with the following setting forth for each employee: (i) date of hirethe employee’s position or title; (ii) position; (iii) location of employment (city/town and state); (iv) annual base salary or hourly wage rate; (v) any incentive or bonus arrangement with respect to such person; (vi) any benefits; (vii) any promises or commitments made to them with respect to changes or additions to their compensation or benefits; (viii) current accrued but unused vacation/paid time off; (ix) whether classified as exempt or non-exempt for wage and hour purposes; (xiii) whether paid on a salary, hourly or commission basis; (iv) the employee’s actual annual base salary (if paid on a salary basis), hourly rate (if paid on an hourly basis), or commission rate (if paid on a commission-only basis), as applicable; (v) bonus and commission potential; (vi) average scheduled hours per week; (xivii) any visa or work permit status and the date of expiration, if applicablehire; (xiiviii) whether paid on a commission basis business location (e.g., city and the employee’s potential commissionstate); and (xiiiix) status (i.e., active or inactive and if inactive, the type of leave and estimated duration). The ; and (x) any visa or work permit status and the date of expiration, if applicable. (c) Section 3.18(c) of the Company is not delinquent in payments to any Disclosure Schedule contains a complete and accurate list of its employees or Contingent Workers all Company Contractors that are individuals engaged as of the date of this Agreement, showing for any wages, salaries, commissions, bonuses, fees or other direct compensation for any each Company Contractor: (i) a description of services performed for by each such Company Contractor; (ii) fee and other compensation arrangements, as applicable; and (iii) fees and other compensation accrued and/or paid, whichever is greater, to such Company Contractor as of the Company or amounts required to be reimbursed to such employees or Contingent Workers. Balance Sheet Date. (d) No labor union, labor organization, or any representative thereof organization represents, or to the Company’s Knowledge has made any attempt to organize or represent, employees or Contingent Workers of the Companyany Company Employees. The Company is not a party to or bound by any collective bargaining agreementsLabor Agreements. There are no, and for the past five (5) years there have been no, strikes, lockouts, work rules stoppages or practices, letters of understanding or similar agreements with any labor union, labor organizationslowdowns, or other person purporting to act as exclusive bargaining representative of any employees or Contingent Workers. There are no strikes or lockouts or work stoppages or slowdowns material labor disputes pending or, to the Knowledge of the Company, threatened against or affecting the Business of the Company. The Company is not currently engaged in any negotiation with any labor union, labor organization, or other person purporting to act as exclusive bargaining representative of any employees or Contingent Workers. The Company has not engaged in any unfair labor practice. Since the Company’s formation, no officer’s or employee’s employment with the Company has been terminated by the Company for any reason and no discussions in which the Company has participated have been held relating to such possible termination. (b) The Company: (i) is in compliance, and has been in such compliance at all times, in all material respects with all applicable Laws, Contracts and Orders, or arbitration awards of any arbitrator or any court or other Governmental Authority respecting employment and labor matters, including fair employment practices, terms and conditions of employment, pay equity, restrictive covenants, wages, hours, discrimination, payment of minimum wages, meal and rest breaks, overtime, classification of workers as independent contractors and consultants, classification of employees as exempt or non-exempt for purposes of the Fair Labor Standards Act and state and local wage and hour laws, labor relations, leave of absence requirements, occupational health and safety, privacy, harassment, retaliation, work authorization and immigration, accessibility, workers’ compensation, unemployment compensation, affirmative action, wrongful termination or violation of the personal rights of employees or prospective employees, and COVID-19-related Laws, standards, and guidance (including, without limitation, the Families First Coronavirus Response Act and any other applicable COVID-19 related leave law, whether state, local or otherwise); (ii) has withheld and reported all amounts required by any Law or Contract to be withheld and reported with respect to wages, salaries and other payments to any employee; (iii) has no Liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) has no Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for any employee (other than routine payments to be made in the normal course of business and consistent with past practice). The Company is not a government contractor or subcontractor for purposes of any law with respect to the terms and conditions of employment. (c) To the Knowledge of the Company, no employee of the Company at the level of senior manager or above: (i) intends to terminate his employment with the Company; (ii) has received an offer to join a business that may be competitive with the Business; or (iii) is a party to or is bound by any confidentiality agreement, noncompetition, nonsolicitation, or invention assignment agreement or other Contract (with any Person) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Company; or (B) the Business or operations. Except as set forth in Section 4.17(c) of the Disclosure Schedule, every former employee whose employment with the Company was terminated by the Company has signed a valid and enforceable release agreement. No employee or Contingent Worker is eligible to earn commission, incentive compensation, or other post-employment or post-engagement compensation payments from the Company after the end of their employment or engagement with the Company. (d) Section 4.17(d) of the Disclosure Schedule contains a complete and accurate list as of the Agreement Date of all of the current and former independent contractors, consultants, temporary employees, leased employees or other agents employed or used by the Company and classified by the Company as other than employees, or compensated other than through wages paid by the Company through the Company’s payroll (“Contingent Workers”), showing for each Contingent Worker: (i) the name of such Contingent Worker, (ii) the date as of which such Contingent Worker was originally engaged by the Company, (iii) (as applicable) the date such engagement ended or the date such engagement is scheduled to end; (iv) fee or compensation arrangements; (v) any termination of contract provision, including required notice or payment due upon termination; and (vi) average hours worked per month. No Contingent Worker is eligible to participate in any Company Benefit Plan. (e) Currently and since the formation of the Company, the Company is not, and has not been involved in any way in, any form of litigation, governmental audit, governmental investigation, administrative agency proceeding, private dispute resolution procedure, or internal or, to the Company’s Knowledge, external investigation threatened against or involving the Company. (e) Except as would not result in material Liabilities for the Company, presently and for the three (3) year period prior to the Closing Date: (i) the Company has fully and timely paid all wages, wage premiums, salaries, bonuses, commissions, severance payments, and other compensation that has come due and payable to Company Employees pursuant to applicable Law, Contract or Company policy; and (ii) each Company Contractor has been properly classified and treated as a non-employee service provider for all applicable purposes. The Company does not have any unsatisfied obligations due to any of alleged employee misconductits former employees or Company Contractors (excluding confidentiality or non-disparagement obligations), and except as would have a Company Material Adverse Effect, the Company does not have any material liability arising from the termination of its relationship with such employees or Company Contractors. (f) No current Company Employee has given notice to the Company of and, to the Company’s Knowledge, no current Company Employee presently has, any intention to terminate his or her employment with the Company. The employment of each of the current Company Employees is “at will” and the Company does not have any obligation to provide a written notice prior to terminating the employment of any current Company Employee. Except as set forth on Section 3.18(f) of the Company Disclosure Schedule, the Company has not promised, or to the Company’s Knowledge, otherwise provided any assurances to any current Company Employee or Company Contractor of the Company regarding, any terms or conditions of employment with Parent, the First-Step Surviving Corporation, the Surviving Entity or any of their respective Affiliates following the Closing. (g) To the Company’s Knowledge, no officer or director of the Company or any current Company Employee is a party to or bound by any Contract that prohibits the employee, officer or director from working for the Company or limits such employee’s, officer’s or director’s ability to perform his or her job. (h) There are no pending claims against the Company under any workers’ compensation plan or policy or for long-term disability. There are no claims pending or, to the Company’s Knowledge, threatened, between the Company, on the one hand, and any Company Employee or Company Contractor, on the other hand. (i) None of the execution, delivery and performance of this Agreement, the consummation of the Transactions, any termination of employment or service of any current Company Employee or Company Contractor will, individually or together or with the occurrence of some other event (whether contingent or otherwise), (i) result in each case any payment or benefit (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due or payable, or required to be provided, to any Company Employee, director, or Company Contractor (other than payment of Merger Consideration to any such director, Company Employee or Company Contractor with respect to employment shares of Company Capital Stock held by them as of the Closing), (ii) materially increase the amount or labor matters value of any benefit or compensation otherwise payable or required to be provided to any Company Employee, Company Contractor or current or former director, (includingiii) result in the acceleration of the time of payment, but not limited tovesting or funding of any such benefit or compensation, allegations (iv) increase the amount of employment discrimination, retaliation, noncompliance with wage and hour laws, compensation due to any Company Employee or Company Contractor or (v) result in the misclassification forgiveness in whole or in part of independent contractors, violation of restrictive covenants, sexual harassment, other unlawful harassment or unfair labor practices). any outstanding loans made by the Company to any Person. (j) Since the formation of Company’s formation, to the Company’s Knowledge, there have been no allegations of sexual harassment have been or sexual misconduct made to the Company against any employee Company Employee or Contingent Worker of the any Company Contractor and the Company has not otherwise become aware of any such allegations. There are no facts, to Since the Company’s Knowledgeformation, that would reasonably be expected there have not been any internal investigations by or on behalf of the Company with respect to give rise to a claim any claims or allegations of sexual harassment, other unlawful harassment misconduct or unlawful discrimination abuse nor have there been any settlements or retaliation against out-of-court or involving the Company pre-charge or any Company employee, director or Contingent Workerpre-litigation arrangements relating to such matters. (f) All employees of the Company are employed at-will and no employee is subject to any employment contract with the Company, whether oral or written. Section 4.17(f) of the Disclosure Schedule identifies each employee of the Company who is subject to a non-competition, non-solicitation, confidentiality and/or invention assignment agreement with the Company and a form of each such agreement has been provided to Buyer. (g) The Company has not experienced a “plant closing,” “business closing,” or “mass layoff” or similar group employment loss as defined in the federal Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar state, local or foreign law or regulation affecting any site of employment of the Company or one or more facilities or operating units within any site of employment or facility of the Company. During the ninety (90)-day period preceding the Agreement Date, no employee or Contingent Worker has suffered an “employment loss” as defined in the WARN Act with respect to the Company.

Employees; Labor Relations. (a) Section 4.17(a)(i4.19(a) of the Company Disclosure Schedule contains Letter attached hereto is a complete list of all of the Target Companies’ current employees (“Company Employees”) and accurate list Contingent Workers as of August 31, 2018, setting forth the Agreement Date of the name of each current employee of the Company, together with the following for each employee: (i) date of hire; name, (ii) position; title or position (including, for Contingent Workers, the role in the business), (iii) whether full-time or part-time, (iv) employer, (v) employment commencement date (or, for Contingent Workers, the date of commencement of services for any Target Company), (vi) location of employment (city/town e.g. city and state); (iv) annual base salary or hourly wage rate; (v) any incentive or bonus arrangement with respect to such person; (vi) any benefits; , (vii) any promises or commitments made to them with respect to changes or additions to their compensation or benefits; employee vs. Contingent Worker status, (viii) current accrued but unused vacation/paid time off; (ix) if employed, whether classified as exempt or non-exempt for wage and hour purposes; (x) average scheduled hours per week; (xi) any visa or work permit status and the date of expiration, if applicable; (xii) whether paid on a commission basis and the employee’s potential commission; and (xiii) status (i.e., active or inactive and if inactive, the type of leave and estimated duration). The Company is not delinquent in payments to any of its employees or Contingent Workers for any wages, salaries, commissions, bonuses, fees or other direct compensation for any services performed for the Company or amounts required to be reimbursed to such employees or Contingent Workers. No labor union, labor organization, or any representative thereof represents, or has made any attempt to organize or represent, employees or Contingent Workers of the Company. The Company is not a party to any collective bargaining agreements, work rules or practices, letters of understanding or similar agreements with any labor union, labor organization, or other person purporting to act as exclusive bargaining representative of any employees or Contingent Workers. There are no strikes or lockouts or work stoppages or slowdowns pending or, to the Knowledge of the Company, threatened against or affecting the Business of the Company. The Company is not currently engaged in any negotiation with any labor union, labor organization, or other person purporting to act as exclusive bargaining representative of any employees or Contingent Workers. The Company has not engaged in any unfair labor practice. Since the Company’s formation, no officer’s or employee’s employment with the Company has been terminated by the Company for any reason and no discussions in which the Company has participated have been held relating to such possible termination. (b) The Company: (i) is in compliance, and has been in such compliance at all times, in all material respects with all under applicable Laws, Contracts and Orders, or arbitration awards of any arbitrator or any court or other Governmental Authority respecting employment and labor matters, including fair employment practices, terms and conditions of employment, pay equity, restrictive covenants, wages, hours, discrimination, payment of minimum wages, meal and rest breaks, overtime, classification of workers as independent contractors and consultants, classification of employees as exempt or non-exempt for purposes of the Fair Labor Standards Act and state and local wage and hour laws, labor relations(ix) for employees who are paid on a salary basis, leave annual base salary, (x) for employees paid on an hourly basis, regular hourly rate of absence requirementspay, occupational health and safety(xi) for employees paid on a commission basis, privacycommission plan/rate, harassment(xii) for Contingent Workers, retaliationfee arrangement, work authorization and immigration(xiii) bonus potential, accessibility, workers’ compensation, unemployment compensation, affirmative action, wrongful termination (xiv) accrued vacation days or violation of the personal rights of employees or prospective employeespaid time off, and COVID-19-related Laws(xv) total amount of bonus, standards, severance and guidance (including, without limitation, the Families First Coronavirus Response Act and any other applicable COVID-19 related leave law, whether state, local or otherwise); (ii) has withheld and reported all amounts required by any Law or Contract to be withheld and reported with respect to wages, salaries and other payments to any employee; (iii) has no Liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) has no Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for any employee (other than routine payments to be made paid in the normal course of business and consistent with past practice). The Company is not a government contractor or subcontractor for purposes of any law with respect to the terms and conditions of employment. (c) To the Knowledge of the Company, no employee of the Company at the level of senior manager or above: (i) intends to terminate his employment connection with the Company; (ii) has received an offer transactions contemplated by this Agreement to join a business that may be competitive with the Business; each Company Employee or (iii) is a party to or is bound by any confidentiality agreement, noncompetition, nonsolicitation, or invention assignment agreement or other Contract (with any Person) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Company; or (B) the Business or operationsContingent Worker. Except as set forth in Section 4.17(c4.19(a) of the Company Disclosure ScheduleLetter, every former employee whose employment with none of the Company was terminated Employees or Contingent Workers of the Target Companies are on short-term or long-term disability, military, medical or other leave. Except as set forth in Section 4.19(a) of the Company Disclosure Letter, since August 31, 2018, (i) no Subject Person of the Target Companies has given notice of his or her intent to terminate such employment or engagement, and (ii) no notice of termination has been given to any Subject Person by the Target Companies. To the Company’s Knowledge, no Company has signed a valid and enforceable release agreement. No employee Employee or Contingent Worker is eligible has, in connection with his or her performance of services on behalf of the Target Companies, breached any restrictive covenant that he or she owes to earn commissionany third party. As used herein, incentive compensation“Contingent Worker” means any Individual Independent Contractor, individual (natural person) consultant, temporary employee, leased employee or other post-employment individual (natural person) servant or post-engagement compensation payments from agent or any other individual (natural person) servant or agent performing services with respect to the Company after the end of their employment or engagement with the Company. (d) Section 4.17(d) operation of the Disclosure Schedule contains a complete and accurate list as business of any of the Agreement Date of all of the current and former independent contractors, consultants, temporary employees, leased employees or other agents employed or used by the Company Target Companies and classified by the respective Target Company as other than employees, a Company Employee or compensated other than through wages paid by the respective Target Company through its payroll department and reported on a form W-2. As used herein, the Company’s payroll (“Contingent Workers”), showing for each Contingent Worker: (i) the name of such Contingent Worker, (ii) the date as of which such Contingent Worker was originally engaged by the Company, (iii) (as applicable) the date such engagement ended or the date such engagement is scheduled to end; (iv) fee or compensation arrangements; (v) any termination of contract provision, including required notice or payment due upon termination; and (vi) average hours worked per month. No Contingent Worker is eligible to participate in Subject Persons” means any Company Benefit Plan. (e) Currently and since the formation of the Company, the Company is not, and has not been involved in any way in, any form of litigation, governmental audit, governmental investigation, administrative agency proceeding, private dispute resolution procedure, or internal or, to the Company’s Knowledge, external investigation of alleged employee misconduct, in each case with respect to employment or labor matters (including, but not limited to, allegations of employment discrimination, retaliation, noncompliance with wage and hour laws, the misclassification of independent contractors, violation of restrictive covenants, sexual harassment, other unlawful harassment or unfair labor practices). Since the formation of the Company, no allegations of sexual harassment have been made to the Company against any employee Employee or Contingent Worker who earned in excess of the Company and the Company has not otherwise become aware of any such allegations. There are no facts, to the Company’s Knowledge, that would reasonably be $100,000 during calendar year 2017 or is expected to give rise to a claim earn in excess of sexual harassment, other unlawful harassment or unlawful discrimination or retaliation against or involving the Company or any Company employee, director or Contingent Worker$100,000 during calendar year 2018. (f) All employees of the Company are employed at-will and no employee is subject to any employment contract with the Company, whether oral or written. Section 4.17(f) of the Disclosure Schedule identifies each employee of the Company who is subject to a non-competition, non-solicitation, confidentiality and/or invention assignment agreement with the Company and a form of each such agreement has been provided to Buyer. (g) The Company has not experienced a “plant closing,” “business closing,” or “mass layoff” or similar group employment loss as defined in the federal Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar state, local or foreign law or regulation affecting any site of employment of the Company or one or more facilities or operating units within any site of employment or facility of the Company. During the ninety (90)-day period preceding the Agreement Date, no employee or Contingent Worker has suffered an “employment loss” as defined in the WARN Act with respect to the Company.

Employees; Labor Relations. (a) Section 4.17(a)(iSchedule 6.15(a) contains a true and complete list of (i) all of the Disclosure Schedule contains a complete and accurate list as of the Agreement Date of the name of each current employee officers of the Company, specifying their position, annual rate of compensation, date of hire, work location and the allocation of amounts paid and other benefits provided to each of them, respectively, and any other information reasonably requested by the Purchasers and (ii) all of the employees (whether full-time, part-time or otherwise), consultants and independent contractors of the Company as of the date hereof, specifying their position, annual salary, date of hire, work location, terms of compensation and the allocation of amounts paid and other benefits provided to each of them, respectively, consulting or other independent contractor fees, together with an appropriate notation next to the following name of any officer or other employee on such list who is subject to any written Employment Agreement or any other written term sheet or other document describing the terms or conditions of employment of such employee or of the rendering of services by such independent contractor and any other information reasonably requested by the Purchasers. Except as set forth on Schedule 6.15(a), the Company is not a party to or bound by any Employment Agreement (whether written or oral). The Company has provided to the Purchasers true, correct and complete copies of each such Employment Agreement. The Company has not received a claim from any Governmental Entity to the effect that the Company has improperly classified as an independent contractor any person named on Schedule 6.15(a). Except as set forth on Schedule 6.15(a), the Company has not made any written or verbal commitments to any officer, employee, former employee, consultant or independent contractor of the Company with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the Merger or any of the other transactions contemplated hereby or otherwise. To the extent any employee is on a leave of absence, Schedule 6.15(a) indicates the names of the employee, the nature of such leave of absence and such employee’s anticipated date of return to active employment. Schedule 6.15(a) also indicates the information described in the previous sentence for employees who have requested a leave of absence or who at the Closing Date are expected to be on a leave of absence. Schedule 6.15(a) also sets forth the name of any employee who is eligible to request FMLA leave as of the Closing Date and the amount of FMLA leave utilized by each employee: such employee during the current leave year, each employee who will be on FMLA leave at the Closing Date and his or her job title and description, salary and benefits, each employee who has requested FMLA leave to begin after the Closing Date, a description of the leave requested and a copy of all notices provided to such employees regarding that leave. To the Knowledge of the Seller, none of the employees listed on Schedule 6.15(a) has any plans or intends to terminate his or their employment or engagement and except as set forth on Schedule 6.15(a) no former officer, director or key employee has left the service of the Company within the last six (6) months. (b) Except as set forth on Schedule 6.15(b): (i) date of hire; (ii) position; (iii) location of employment (city/town and state); (iv) annual base salary or hourly wage rate; (v) any incentive or bonus arrangement with respect to such person; (vi) any benefits; (vii) any promises or commitments made to them with respect to changes or additions to their compensation or benefits; (viii) current accrued but unused vacation/paid time off; (ix) whether classified as exempt or non-exempt for wage and hour purposes; (x) average scheduled hours per week; (xi) any visa or work permit status and the date of expiration, if applicable; (xii) whether paid on a commission basis and the employee’s potential commission; and (xiii) status (i.e., active or inactive and if inactive, the type of leave and estimated duration). The Company is not delinquent in payments to any of its employees or Contingent Workers for any wages, salaries, commissions, bonuses, fees bonuses or other direct compensation for any services performed for the Company by them to date or amounts required to be reimbursed to such employees or Contingent Workers. No labor unionemployees; (ii) upon termination of the employment of any such employees, labor organization, or any representative thereof represents, or has made any attempt to organize or represent, employees or Contingent Workers none of the Company. The , the Surviving Corporation or the Purchasers will by reason of any action taken or not taken prior to the Closing be liable to any of such employees for severance pay or any other payments; (iii) the Company is not a party to any collective bargaining agreementsin material compliance with all Laws respecting labor, work rules or employment and employment practices, letters terms and conditions of understanding or similar agreements with any employment and wages and hours, including without limitation, equal employment opportunity, safety and health, workers’ compensation, disability, immigration, and collective bargaining; (iv) there is no unfair labor union, labor organization, or other person purporting to act as exclusive bargaining representative of any employees or Contingent Workers. There are no strikes or lockouts or work stoppages or slowdowns practice complaint actually pending or, to the Knowledge of the CompanySeller, threatened against against, involving or affecting the Business Company before the National Labor Relations Board or any other Governmental Entity; (v) there is no labor strike, material dispute or grievance, picketing activity, slowdown or stoppage actually pending or, to the Knowledge of the Seller, threatened against, involving or affecting the Company, and no event has occurred that could reasonably be expected to give rise to any such strike, dispute, grievance, slowdown, picketing or stoppage; (vi) no labor union, trade union, or similar organization currently represents the employees of the Company and no labor union, trade union or similar organization, or any employees have taken any action with respect to organizing the employees of the Company. The Company is not currently engaged in any negotiation with any labor union, labor organization, or other person purporting to act as exclusive bargaining representative ; (vii) there are no charges of any employees or Contingent Workers. The Company has not engaged in any unfair labor practice. Since employment discrimination pending before the Company’s formation, no officer’s or employee’s employment with the Company has been terminated by the Company for any reason and no discussions in which the Company has participated have been held relating to such possible termination. (b) The Company: (i) is in compliance, and has been in such compliance at all times, in all material respects with all applicable Laws, Contracts and Orders, or arbitration awards of any arbitrator U.S. Equal Employment Opportunity Commission or any court other state or other Governmental Authority respecting local agency authorized to receive and investigate changes of employment and labor matters, including fair employment practices, terms and conditions of employment, pay equity, restrictive covenants, wages, hours, discrimination, payment of minimum wages, meal and rest breaks, overtime, classification of workers as independent contractors and consultants, classification of employees as exempt or non-exempt for purposes of the Fair Labor Standards Act and state and local wage and hour laws, labor relations, leave of absence requirements, occupational health and safety, privacy, harassment, retaliation, work authorization and immigration, accessibility, workers’ compensation, unemployment compensation, affirmative action, wrongful termination or violation of the personal rights of employees or prospective employees, and COVID-19-related Laws, standards, and guidance (including, without limitation, the Families First Coronavirus Response Act and any other applicable COVID-19 related leave law, whether state, local or otherwise); (ii) has withheld and reported all amounts required by any Law or Contract to be withheld and reported with respect to wages, salaries and other payments to any employee; (iii) has no Liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (ivviii) has there are no Liability for charges or complaints pending before the U.S. Department of Labor or any payment to division thereof, or before any trust similar state or other fund governed by or maintained by or local agency. Except as set forth on behalf of any Governmental Authority with respect to unemployment compensation benefitsSchedule 6.15(b), social security or other benefits or obligations for any employee (other than routine payments to be made in the normal course of business and consistent with past practice). The Company is not a government contractor party to or subcontractor for purposes of bound by any law with respect to the terms and conditions of employmentcollective bargaining agreement, union Contract or similar agreement. (c) To the Knowledge of the Company, no employee of the Company at the level of senior manager or above: (i) intends to terminate his employment with the Company; (ii) has received an offer to join a business that may be competitive with the Business; or (iii) is a party to or is bound by any confidentiality agreement, noncompetition, nonsolicitation, or invention assignment agreement or other Contract (with any Person) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Company; or (B) the Business or operations. Except as set forth in Section 4.17(c) of the Disclosure Schedule, every former employee whose employment with the Company was terminated by the Company has signed a valid and enforceable release agreement. No employee or Contingent Worker is eligible to earn commission, incentive compensation, or other post-employment or post-engagement compensation payments from the Company after the end of their employment or engagement with the Company. (d) Section 4.17(d) of the Disclosure on Schedule contains a complete and accurate list as of the Agreement Date of all of the current and former independent contractors, consultants, temporary employees, leased employees or other agents employed or used by the Company and classified by the Company as other than employees, or compensated other than through wages paid by the Company through the Company’s payroll (“Contingent Workers”6.15(c), showing for each Contingent Worker: (i) the name of such Contingent Worker, (ii) the date as of which such Contingent Worker was originally engaged by the Company, (iii) (as applicable) the date such engagement ended or the date such engagement is scheduled to end; (iv) fee or compensation arrangements; (v) any termination of contract provision, including required notice or payment due upon termination; and (vi) average hours worked per month. No Contingent Worker is eligible to participate in any Company Benefit Plan. (e) Currently and since the formation of the Company, the Company is not, and has not been involved in any way inever been, any form of litigation, governmental audit, governmental investigation, administrative agency proceeding, private dispute resolution procedure, a federal or internal or, state contractor obligated to the Company’s Knowledge, external investigation of alleged employee misconduct, in each case with respect to employment or labor matters (including, but not limited to, allegations of employment discrimination, retaliation, noncompliance with wage and hour laws, the misclassification of independent contractors, violation of restrictive covenants, sexual harassment, other unlawful harassment or unfair labor practices). Since the formation of the Company, no allegations of sexual harassment have been made to the Company against any employee or Contingent Worker of the Company and the Company has not otherwise become aware of any such allegations. There are no facts, to the Company’s Knowledge, that would reasonably be expected to give rise to a claim of sexual harassment, other unlawful harassment or unlawful discrimination or retaliation against or involving the Company or any Company employee, director or Contingent Workeran affirmative action plan. (f) All employees of the Company are employed at-will and no employee is subject to any employment contract with the Company, whether oral or written. Section 4.17(f) of the Disclosure Schedule identifies each employee of the Company who is subject to a non-competition, non-solicitation, confidentiality and/or invention assignment agreement with the Company and a form of each such agreement has been provided to Buyer. (gd) The Company has not experienced taken any action that could constitute a “plant closingmass layoff,” “business closingmass termination,” or “mass layoffplant closing” or similar group employment loss as defined in within the meaning of the federal Worker Adjustment and Retraining Notification Act (the “WARN Act”WARN) or otherwise trigger notice requirements or liability under any similar federal, local, state, local or foreign law plant closing notice or regulation affecting any site of employment of the Company or one or more facilities or operating units within any site of employment or facility of the Company. During the ninety (90)-day period preceding the Agreement Date, no employee or Contingent Worker has suffered an “employment loss” as defined in the WARN Act with respect to the Companygroup termination Law.

Employees; Labor Relations. (a) Section 4.17(a)(i) of the Disclosure Schedule contains LCV has provided to Subversive a complete and accurate list as of the Agreement Date of the name of each LCV Entity’s current employee of the Companyemployees and independent contractors who are natural persons, together with the following setting forth for each employeeeach: (i) date of hirename; (ii) positiontitle; (iii) location of employment (city/town and state)status as an employee or independent contractor; (iv) annual base salary or hourly wage ratetotal compensation (including bonuses) for such Person for the year ended as of the Reference Date; (v) any incentive or bonus arrangement with respect to work location, and an indication of whether such personPerson is working remotely; and (vi) leave of absence status. No current Service Provider of any benefits; (vii) LCV Entity is party to any promises Contract that materially restricts the Service Provider’s performance of their duties on behalf of such LCV Entity. The LCV Entities have each timely paid in full to each current or commitments made to them with respect to changes or additions to their compensation or benefits; (viii) current accrued but unused vacation/paid time off; (ix) whether classified as exempt or non-exempt for wage and hour purposes; (x) average scheduled hours per week; (xi) any visa or work permit status and the date of expirationformer Service Provider or, if applicable; (xii) whether paid not past due, adequately accrued on a commission basis and the employee’s potential commission; and (xiii) status (i.e.Financial Statements in accordance with IFRS, active or inactive and if inactive, the type of leave and estimated duration). The Company is not delinquent in payments to any of its employees or Contingent Workers for any all wages, salaries, commissions, bonuses, fees benefits and other compensation due to or other direct compensation for any services performed for the Company or amounts required to be reimbursed to on behalf of such employees or Contingent Workers. No labor union, labor organization, or any representative thereof represents, or has made any attempt to organize or represent, employees or Contingent Workers of the Company. The Company is not a party to any collective bargaining agreements, work rules or practices, letters of understanding or similar agreements with any labor union, labor organization, or other person purporting to act as exclusive bargaining representative of any employees or Contingent WorkersService Providers. There are no strikes or lockouts or work stoppages or slowdowns pending or, to the Knowledge of the Company, threatened against or affecting the Business of the Company. The Company is not currently engaged in any negotiation with any labor union, labor organization, or other person purporting to act as exclusive bargaining representative Liabilities of any employees or Contingent Workers. The Company has not engaged in any unfair labor practice. Since the Company’s formation, no officer’s or employee’s employment with the Company has been terminated by the Company for any reason and no discussions in which the Company has participated have been held LCV Entity relating to such possible terminationworkers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. (b) The Company: (i) is in compliance, and has There have not been in such compliance at all times, in all material respects with all applicable Laws, Contracts and Orders, or arbitration awards of any arbitrator or any court or other Governmental Authority respecting “employment and labor matters, including fair employment practices, terms and conditions of employment, pay equity, restrictive covenants, wages, hours, discrimination, payment of minimum wages, meal and rest breaks, overtime, classification of workers as independent contractors and consultants, classification of employees as exempt or non-exempt for purposes losses” within the meaning of the Fair Labor Standards Act and state and local wage and hour laws, labor relations, leave of absence requirements, occupational health and safety, privacy, harassment, retaliation, work authorization and immigration, accessibility, workers’ compensation, unemployment compensation, affirmative action, wrongful termination or violation of the personal rights of employees or prospective employees, and COVID-19-related Laws, standards, and guidance (including, without limitation, the Families First Coronavirus Response Act and any other applicable COVID-19 related leave law, whether state, local or otherwise); (ii) has withheld and reported all amounts required by any Law or Contract to be withheld and reported with respect to wages, salaries and other payments to any employee; (iii) has no Liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) has no Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for any employee (other than routine payments to be made in the normal course of business and consistent with past practice). The Company is not a government contractor or subcontractor for purposes of any law with respect to the terms and conditions of employment. (c) To the Knowledge of the Company, no employee of the Company at the level of senior manager or above: (i) intends to terminate his employment with the Company; (ii) has received an offer to join a business that may be competitive with the Business; or (iii) is a party to or is bound by any confidentiality agreement, noncompetition, nonsolicitation, or invention assignment agreement or other Contract (with any Person) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Company; or (B) the Business or operations. Except as set forth in Section 4.17(c) of the Disclosure Schedule, every former employee whose employment with the Company was terminated by the Company has signed a valid and enforceable release agreement. No employee or Contingent Worker is eligible to earn commission, incentive compensation, or other post-employment or post-engagement compensation payments from the Company after the end of their employment or engagement with the Company. (d) Section 4.17(d) of the Disclosure Schedule contains a complete and accurate list as of the Agreement Date of all of the current and former independent contractors, consultants, temporary employees, leased employees or other agents employed or used by the Company and classified by the Company as other than employees, or compensated other than through wages paid by the Company through the Company’s payroll (“Contingent Workers”), showing for each Contingent Worker: (i) the name of such Contingent Worker, (ii) the date as of which such Contingent Worker was originally engaged by the Company, (iii) (as applicable) the date such engagement ended or the date such engagement is scheduled to end; (iv) fee or compensation arrangements; (v) any termination of contract provision, including required notice or payment due upon termination; and (vi) average hours worked per month. No Contingent Worker is eligible to participate in any Company Benefit Plan. (e) Currently and since the formation of the Company, the Company is not, and has not been involved in any way in, any form of litigation, governmental audit, governmental investigation, administrative agency proceeding, private dispute resolution procedure, or internal or, to the Company’s Knowledge, external investigation of alleged employee misconduct, in each case with respect to employment or labor matters (including, but not limited to, allegations of employment discrimination, retaliation, noncompliance with wage and hour laws, the misclassification of independent contractors, violation of restrictive covenants, sexual harassment, other unlawful harassment or unfair labor practices). Since the formation of the Company, no allegations of sexual harassment have been made to the Company against any employee or Contingent Worker of the Company and the Company has not otherwise become aware of any such allegations. There are no facts, to the Company’s Knowledge, that would reasonably be expected to give rise to a claim of sexual harassment, other unlawful harassment or unlawful discrimination or retaliation against or involving the Company or any Company employee, director or Contingent Worker. (f) All employees of the Company are employed at-will and no employee is subject to any employment contract with the Company, whether oral or written. Section 4.17(f) of the Disclosure Schedule identifies each employee of the Company who is subject to a non-competition, non-solicitation, confidentiality and/or invention assignment agreement with the Company and a form of each such agreement has been provided to Buyer. (g) The Company has not experienced a “plant closing,” “business closing,” or “mass layoff” or similar group employment loss as defined in the federal Worker Adjustment and Retraining Notification Act (the “WARN Act”) of 1988, as amended, or any similar statestate or local law within the past six (6) months. No current employee of any LCV Entity has given notice of his or her intent to terminate such employment and no notice of termination has been given to any employee by any LCV Entity. (c) No LCV Entity is a party to or bound by any collective bargaining agreements or Contracts with any labor union, local works council, or foreign law other employee representative body and no employees of any LCV Entity are represented by a labor union, works council or regulation affecting any site of employment of the Company or one or more facilities or operating units within any site of employment or facility of the Company. During the ninety (90)-day period preceding the Agreement Date, no other employee or Contingent Worker has suffered an “employment loss” as defined in the WARN Act representative body with respect to his or her employment with any LCV Entity. No strike, lockout, slowdown, work stoppage, concerted refusal to work overtime, picketing, unfair labor practice charge, grievance, or union organizational activity or other similar occurrence (whether or not resolved) has occurred at any time or is pending or, to the CompanyLCV Entities’ Knowledge, threatened against any LCV Entity.