Common use of Employment and Labor Matters Clause in Contracts

Employment and Labor Matters. (a) Each Company Plan is and has been established, maintained, funded and administered in compliance in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary has any liability or obligation on account of at any time being considered a single employer with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Plan. (b) No material labor dispute exists or, to the Knowledge of the Company, is imminent with respect to any of the employees of the Company or the Company Subsidiaries which would reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole. The Company is in compliance with all Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole. (c) The Company is not a party to any collective bargaining agreement. The Company believes that its relations with its employees are as disclosed in the Filed SEC Reports. No current executive officer of the Company has notified the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing matters.

Employment and Labor Matters. Except as set forth in Schedule 5.21 or the Company SEC Documents: (a) Each Company Plan is and has been established, maintained, funded and administered in compliance in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that and its subsidiaries is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxationcompliance, and has received not failed to be in compliance as a current favorable determination letter or opinion letter from the Internal Revenue Service on result of which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary has any liability or obligation on account of at any time being considered a single employer with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Plan. (b) No material labor dispute exists or, to the Knowledge of the Company, is imminent with respect to any of the employees of the Company or the Company Subsidiaries which would reasonably be expected now or in the future to be material to the Company and the Company Subsidiaries taken as a whole. The Company is in compliance have liability, with all Laws applicable U.S. and non-U.S. laws, agreements and contracts relating to employment and employment practices, terms and conditions of employment, and the employment of former, current, and wages prospective employees, independent contractors and "leased employees" (within the meaning of Section 414(n) of the Code) of the Company or any of its subsidiaries including all such U.S. and non-U.S. laws, agreements and contracts relating to wages, hours, collective bargaining, employment discrimination, immigration, disability, civil rights, human rights, fair labor standards, occupational safety and health, workers' compensation, pay equity, wrongful discharge and violation of the potential rights of such former, current, and prospective employees, independent contractors and leased employees, and has timely prepared and filed all appropriate forms (including Immigration and Naturalization Service Form I-9) required by any relevant Governmental Entity, except where the failure to be or have been in compliance would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect. (b) Neither the Company nor any of its subsidiaries is a party to any U.S. or non-U.S. collective bargaining agreement or other labor union contract applicable to persons employed by the Company or its subsidiaries, nor, to the Company and knowledge of the Company, are there any activities or proceedings of any labor union to organize any employees of the Company Subsidiaries taken as a wholeor any of its subsidiaries. (c) The Neither the Company nor any of its subsidiaries is not a party to in breach of any collective bargaining agreement. The Company believes that its relations with its employees agreement or labor union contract, nor are as disclosed in there any strikes, slowdowns, work stoppages, lockouts, or, to the Filed SEC Reports. No current executive officer knowledge of the Company has notified the Company that such officer intends to leave the Company Company, threats thereof, by or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any employees of the foregoing mattersCompany or any of its subsidiaries which breach, strike, slowdown, work stoppage, lockout or threat would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Employment and Labor Matters. (ai) Each Company Plan is and has been established, maintained, funded and administered in compliance in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary has of its Subsidiaries is a party to or bound by any liability material collective bargaining or obligation on account of at any time being considered a single employer similar agreement or work rules or practices with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code labor union, works council, labor organization or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect employee association applicable to any Company Plan. (b) No material labor dispute exists or, to the Knowledge of the Company, is imminent with respect to any of the employees of the Company or the Company Subsidiaries which any of its Subsidiaries. (ii) Except as has not had and would not reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole. The Company is in compliance with all Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would nothave, individually or in the aggregate, an Company Material Adverse Effect, (A) there are no pending, or, to the knowledge of the Company, threatened strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries (“Company Employees”), (B) there is no union organizing effort pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, (C) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company Employees, and (D) there is no slowdown or work stoppage in effect or, to the knowledge of the Company, threatened with respect to Company Employees, nor has the Company or any of its Subsidiaries experienced any events described in clauses (A), (B), (C) or (D) within the past three years. (iii) Except for such matters as have not had and would not reasonably be expected to be material to have, individually or in the aggregate, an Company Material Adverse Effect, the Company and the Company its Subsidiaries taken as a whole. (c) The Company is not a party to any collective bargaining agreement. The Company believes that its relations with its employees are as disclosed in the Filed SEC Reports. No current executive officer of the Company has notified the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenantare, and have been since December 31, 2018, in compliance with all applicable Laws relating to employment or labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, classification of service providers as employees and/or independent contractors, safety and health, workers’ compensation, immigration, pay equity and the continued employment collection and payment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing matterswithholding or social security.

Employment and Labor Matters. (a) Each Since December 31, 2012, (i) neither the Company Plan nor any of its Subsidiaries is and or has been, a party to any collective bargaining agreement, labor union contract, or trade union agreement (each, a “Collective Bargaining Agreement”), (ii) no employee is or has been established, maintained, funded represented by a labor organization for purposes of collective bargaining with respect to the Company or any of its Subsidiaries and administered in compliance in all material respects with (iii) to the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none knowledge of the Company, there have been no activities or proceedings of any labor or trade union to organize any employees of the Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is or was subject to Title IV of ERISAits Subsidiaries. No Company Plan Collective Bargaining Agreement is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether being negotiated by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor or any Company Subsidiary has any liability or obligation on account of at any time being considered a single employer with any other Person under Section 414 of the Codeits Subsidiaries. There Since December 31, 2012, there has been no prohibited transaction (as defined in Section 4795 strike, lockout, slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the knowledge of the Code Company, threatened, that may interfere in any material respect with the respective business activities of the Company or Section 406 any of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Planits Subsidiaries. (b) No material labor dispute exists or, to the Knowledge of the Company, is imminent with respect to any of the employees of the Company or the Company Subsidiaries which Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) there is no pending charge or complaint against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable Governmental Entity, and (ii) none of the Company nor any of its Subsidiaries is a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as has not had and would not reasonably be material expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and the Company its Subsidiaries taken as a whole. The Company is in compliance have complied with all Laws relating to laws regarding employment and employment practicespractices (including anti-discrimination), terms and conditions of employment and wages and hourshours (including classification of employees and independent contractors, except where and equitable pay practices) and other laws in respect of any reduction in force (including notice, information and consultation requirements), and (ii) no claims relating to non-compliance with the failure foregoing are pending or, to the knowledge of the Company, threatened. Except as has not had and would not reasonably be in compliance would notexpected to have, individually or in the aggregate, reasonably be expected a Company Material Adverse Effect, (i) there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by the Company pursuant to be material to any workplace safety and insurance/workers’ compensation Laws, the Company and its Subsidiaries have not been reassessed under such Laws since December 31, 2012, and (ii) there are no claims that may affect the Company Subsidiaries taken as a whole. (c) The Company is not a party to any collective bargaining agreement. The Company believes that its relations with its employees are as disclosed in the Filed SEC Reports. No current executive officer accident cost experience of the Company has notified the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing mattersits Subsidiaries.

Employment and Labor Matters. (a) Each Section 3.13 of the Company Plan is Disclosure Schedule lists each officer, employee, consultant and has been establishedindependent contractor of Company and the Bank (including any employee on leave of absence or layoff status) on the date hereof, maintained, funded and administered in compliance in all material respects along with the terms amount of the current annual salaries and total compensation paid or due for services to each Company Plan officer, employee, consultant or independent contractor for the most recent fiscal year end and with ERISA, the Code and all applicable Laws. No Company Plan is subject year to Title IV of ERISAdate, and none a full and complete description of the Companyany commitments to such officers, any Company Subsidiary or any ERISA Affiliate has sponsoredemployees, maintained, contributed to, been required to contribute to, or had any liability or obligation under or consultants and independent contractors with respect to any plan that is or was subject to Title IV of ERISAcompensation payable thereafter. No Company Plan is a "multiemployer plan" (Except as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service set forth on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary Disclosure Schedule, to the Knowledge of Company, no key employee or group of employees has any liability plans to terminate employment with Company or obligation on account of at any time being considered a single employer with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company PlanBank. (b) No material Neither Company nor the Bank is a party to or bound by any collective bargaining agreement with any labor dispute exists organization, group or association covering any of its employees, and to the Knowledge of Company, there have been no attempts to organize the employees of Company or the Bank by any Person or group seeking to act as their bargaining agent. There are no pending or, to the Knowledge of the Company, is imminent threatened charges (by employees, their representatives, or Governmental Entities) of unfair labor practices or of employment discrimination or of any other wrongful action with respect to any aspect of employment of any person employed or formerly employed by Company or the Bank. Neither Company nor the Bank has received written notice of the scheduling by any Governmental Entity, of any union representation election relating to the employees of Company or the Bank or any organizational effort with respect to any of the employees such employees, or any investigation by any Governmental Entity of the employment policies or practices of Company or the Bank. Neither Company Subsidiaries which would reasonably be expected nor the Bank is currently, nor has either of them been, involved in labor negotiations with any unit or group seeking to be become the bargaining unit for any employees of Company or the Bank. Neither Company nor the Bank has experienced any material work stoppages, and, to the Knowledge of Company, no work stoppage is planned. (c) Company and the Company Subsidiaries taken as a whole. The Company is in compliance Bank have materially complied with all Laws Law relating to the employment and of labor, including, without limitation, any provisions thereof relating to wages, hours, benefits, workers’ compensation, employment practices, terms and conditions of employment employment, immigration, collective bargaining, equal opportunity or similar laws and the payment of social security and similar taxes, and is not liable for any arrears of wages and hours, except where the or any taxes or penalties for failure to be in compliance would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole. (c) The Company is not a party to any collective bargaining agreement. The Company believes that its relations comply with its employees are as disclosed in the Filed SEC Reports. No current executive officer of the Company has notified the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing mattersforegoing.

Employment and Labor Matters. As of the date hereof, neither the Company nor any of its Subsidiaries is, or since December 31, 2009 has been, a party to any collective bargaining agreement, labor union contract, or trade union agreement (a) Each Company Plan is and has been established, maintained, funded and administered in compliance in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISAa “Collective Bargaining Agreement”), and none no employee is represented by a labor organization for purposes of collective bargaining with respect to the Company or any of its Subsidiaries. To the knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. As of the date hereof, no Collective Bargaining Agreement is being negotiated by the Company or, to the knowledge of the Company, any of its Subsidiaries. As of the date hereof, there is no strike, lockout, slowdown, or work stoppage against the Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary has any liability or obligation on account of at any time being considered a single employer with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Plan. (b) No material labor dispute exists its Subsidiaries pending or, to the Knowledge knowledge of the Company, is imminent threatened, that may interfere in any material respect with respect to any of the employees business activities of the Company or the Company Subsidiaries which would reasonably be expected to be material to the Company and the Company its Subsidiaries taken as a whole. The Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, there is no pending charge or complaint against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable Governmental Entity, and none of the Company or any of its Subsidiaries is a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not have, individually or in compliance the aggregate, a Company Material Adverse Effect, the Company has complied with all applicable Laws relating to regarding employment and employment practices, terms and conditions of employment and wages and hourshours (including classification of employees) and other applicable Laws in respect of any reduction in force, except where the failure to be in compliance including notice, information and consultation requirements. Except as would notnot have, individually or in the aggregate, reasonably be expected to be material to a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by the Company and the Company Subsidiaries taken as a whole. (c) The Company is not a party pursuant to any collective bargaining agreement. The Company believes that its relations with its employees are as disclosed in the Filed SEC Reports. No current executive officer of the Company has notified the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, workplace safety and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing mattersinsurance/workers’ compensation Laws.

Employment and Labor Matters. (a) Each Company Plan is and has been established, maintained, funded and administered in compliance in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary has any liability or obligation on account of at any time being considered its Subsidiaries is a single employer with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect party to any Company Plan. collective bargaining agreement, labor union contract, or trade union agreement (beach, a “Collective Bargaining Agreement”) No material labor dispute exists or, to covering employees in the Knowledge United States or Canada. To the knowledge of the Company, is imminent with respect to any as of the date hereof, there are no material activities or proceedings of any labor or trade union to organize any employees of the Company or the Company Subsidiaries which any of its Subsidiaries. Except as would not reasonably be expected to be material have, individually or in the aggregate, a Material Adverse Effect, as of the date hereof, (i) there is no strike, lockout, slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened; (ii) there is no pending charge or complaint against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable Governmental Entity; (iii) none of the Company and its Subsidiaries are a party, or to the knowledge of the Company otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices; (iv) the Company and its Subsidiaries taken as a whole. The Company is in compliance have complied with all Laws relating to regarding employment and employment practicespractices (including anti-discrimination), terms and conditions of employment and wages and hourshours (including classification of employees and equitable pay practices) and other Laws in respect of any reduction in force (including notice, except where information and consultation requirements), and no claims relating to non-compliance with the failure foregoing are pending or, to the Company’s knowledge, threatened; and (v) to the knowledge of the Company, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts required to be in compliance would not, individually paid that are due or in the aggregate, reasonably be expected to be material to owing by the Company pursuant to any workplace safety and the Company Subsidiaries taken as a wholeinsurance/workers’ compensation Laws. (cb) The Neither the Company is not a party nor any of its Subsidiaries has incurred or expects to incur any collective bargaining agreement. The Company believes that its relations with its employees are as disclosed material liability or obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local Law in the Filed SEC Reports. No current executive officer of the Company has notified the Company that such officer intends to leave the Company United States, which material liability or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing mattersobligation remains unsatisfied.

Employment and Labor Matters. (a) Each Company Plan is Schedule 4.15(a) attached hereto sets forth a true, correct and has been establishedcomplete list of: (i) all written agreements with any employee, maintainedofficer, funded and administered in compliance in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none director or consultant of the Company, any Company Subsidiary including without limitation all non-competition agreements, (ii) their current fixed and variable rate of compensation and benefits, (iii) their accrued vacation, if applicable, and (iv) all agreements which provide for severance benefits to be paid or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect payable to any plan that is employee, officer, director or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) consultant of the Code is so qualified, the trust thereunder is exempt from taxation, and Company. The Company has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor not entered into any Company Subsidiary has any liability or obligation on account of at any time being considered a single employer other agreements with any other Person under Section 414 director, officer or employee of the Code. There has been no prohibited transaction (as defined in Section 4795 Company, including without limitation, any agreement granting severance benefits or benefits payable upon a change of control of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company PlanCompany. (b) No material There are no former employees of the Company, who are entitled to, or receiving, COBRA Coverage as of the date of this Agreement. (c) Since its formation, the Company has not been the subject of any union activity or labor dispute exists ordispute, nor has there been any strike of any kind or similar labor activity called, or threatened to be called, against the Company; and, to the Knowledge of the Company, is imminent the Company has not violated in any material respects any applicable federal or state law or regulation relating to labor or labor practices with respect regard to any the operations of the employees of the Company or the Company Subsidiaries which would reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole. The Company is in compliance with Company, including, without limitation, all Laws laws relating to labor relations, equal employment and opportunities, fair employment practices, terms prohibited discrimination and conditions of similar employment and wages and hoursactivities, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole. (c) The Company is not a party to any collective bargaining agreement. agreement affecting the Company. (d) With respect to the business conducted by the Company, there are no unpaid wages, bonuses or commissions (other than those not yet due) nor does the Company owe any Tax, penalty, assessment or forfeiture for failure to comply with any of the foregoing. (e) The Company believes that its relations does not maintain, contribute to or have any Liability or potential Liability with its respect to (i) any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), or (ii) any other plan, program, policy, practice, arrangement or contract providing benefits or payments to current or former employees are as disclosed in the Filed SEC Reports. No current executive officer (or to their beneficiaries or dependents) of the Company has notified the Company that such officer intends or to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenantPerson (in each case of (i) and (ii), and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing mattersa “Plan”).

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries is, or since December 31, 2011 has been, a party to any collective bargaining agreement, labor union contract, or trade union agreement (a) Each each a “Collective Bargaining Agreement”). No employee is represented by a labor organization for purposes of collective bargaining with respect to the Company Plan or any of its Subsidiaries. To the knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is and has been establishedbeing negotiated by the Company or, maintainedto the Company’s knowledge, funded and administered any of its Subsidiaries. As of the date hereof, there is no strike, lockout, slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in compliance in all any material respects respect with the terms respective business activities of each the Company Plan and with ERISAor any of its Subsidiaries. To the knowledge of the Company, as of the Code and all applicable Laws. No date hereof, there is no pending charge or complaint against the Company Plan is subject to Title IV or any of ERISAits Subsidiaries by the National Labor Relations Board or any comparable Governmental Entity, and none of the CompanyCompany and its Subsidiaries are a party, or otherwise bound by, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute toconsent decree with, or had citation by, any liability Governmental Entity relating to employees or obligation under or with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary has any liability or obligation on account of at any time being considered a single employer with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Plan. (b) No material labor dispute exists or, to the Knowledge of the Company, is imminent with respect to any of the employees of the Company or the Company Subsidiaries which would reasonably be expected to be material to the Company and the Company Subsidiaries taken as a wholeemployment practices. The Company is in compliance has complied with all Laws relating to laws regarding employment and employment practices, terms and conditions of employment and wages and hourshours (including, without limitation, classification of employees) and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements, except where the failure to be in compliance as has not had and would notnot have, individually or in the aggregate, reasonably be expected to be material to a Company Material Adverse Effect. There are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by the Company and the Company Subsidiaries taken as a whole. (c) The Company is not a party pursuant to any collective bargaining agreement. The Company believes that its relations with its employees are workplace safety and insurance/workers’ compensation Laws, except as disclosed has not had and would not have, individually or in the Filed SEC Reports. No current executive officer of aggregate, a Company Material Adverse Effect; the Company has notified not been reassessed in any respect under such Laws during the past three years, except as has not had and would not have, individually or in the aggregate, a Company that such officer intends Material Adverse Effect; to leave the Company or otherwise terminate such officer's employment with knowledge of the Company. No executive officer , there are no claims that may affect the accident cost experience of the Company, except as has not had and would not have, individually or in the aggregate, a Company is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing mattersMaterial Adverse Effect.

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement, labor union contract, or trade union agreement (a) Each each a “Collective Bargaining Agreement”). No employee is represented by a labor organization for purposes of collective bargaining with respect to the Company Plan or any of its Subsidiaries. To the Company’s knowledge, as of the date hereof, there are no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is and has been establishedbeing negotiated by the Company or, maintainedto the Company’s knowledge, funded and administered any of its Subsidiaries. As of the date hereof, there is no strike, lockout, slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in compliance in all any material respects respect with the terms respective business activities of each the Company Plan and with ERISA, or any of its Subsidiaries. There is no pending charge or complaint against the Code and all applicable Laws. No Company Plan is subject to Title IV or any of ERISAits Subsidiaries by the National Labor Relations Board or any comparable Governmental Entity, and none of the CompanyCompany and its Subsidiaries is a party, or otherwise bound by, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute toconsent decree with, or had citation by, any liability Governmental Entity relating to employees or obligation under or with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary has any liability or obligation on account of at any time being considered a single employer with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Plan. (b) No material labor dispute exists or, to the Knowledge of the Company, is imminent with respect to any of the employees of the Company or the Company Subsidiaries which would reasonably be expected to be material to the Company and the Company Subsidiaries taken as a wholeemployment practices. The Company is in compliance has complied with all Laws relating to laws regarding employment and employment practices, terms and conditions of employment and wages and hourshours (including, without limitation, classification of employees) and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements, except where the failure to be in compliance would not, individually or in the aggregate, any such noncompliance could not reasonably be expected to be result in a material liability to the Company and or any of its Subsidiaries. There are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by the Company Subsidiaries taken as a whole. (c) The Company is not a party pursuant to any collective bargaining agreement. The Company believes that its relations with its employees are as disclosed in the Filed SEC Reports. No current executive officer of workplace safety and insurance/workers’ compensation Laws, the Company has notified not been reassessed in any material respect under such Laws during the Company past three years, and there are no claims that such officer intends could reasonably be expected to leave materially affect the Company or otherwise terminate such officer's employment with accident cost experience of the Company. No executive officer of the Company is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing matters.

Employment and Labor Matters. (a) Each Company Plan is and has been established, maintained, funded and administered in compliance in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary of its Subsidiaries is or has since August 27, 2011 been, a party to any liability collective bargaining agreement, labor union contract, or obligation on account of at any time being considered trade union agreement (each a single employer with any other Person under Section 414 “Collective Bargaining Agreement”). No employee of the Code. There has been no prohibited transaction (as defined in Section 4795 Company or any of the Code or Section 406 its Subsidiaries is represented by a labor organization for purposes of ERISA) or breach of fiduciary duty (as determined under ERISA) collective bargaining with respect to the Company or any Company Plan. (b) No material labor dispute exists or, to of its Subsidiaries. To the Knowledge knowledge of the Company, is imminent with respect from August 31, 2013 through the date hereof, there have been no material activities or proceedings of any labor or trade union to organize any of the employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. From August 27, 2011 through the date hereof, there has been no strike, lockout, slowdown, or work stoppage against the Company or any of its Subsidiaries which pending or, to the Company’s knowledge, threatened, that would interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. Except as has not had and would not reasonably be expected to be material to have, individually or in the aggregate, a Material Adverse Effect on the Company, (i) there is no pending charge or complaint against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable Governmental Entity, and (ii) none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company and its Subsidiaries taken as a whole. The Company is in compliance have complied with all Laws relating to laws regarding employment and employment practicespractices (including anti-discrimination), terms and conditions of employment and wages and hourshours (including classification of employees and equitable pay practices) and other laws in respect of any reduction in force (including notice, except where information and consultation requirements), and no claims relating to non-compliance with the failure foregoing are pending or, to the Company’s knowledge, threatened. Except as has not had and would not reasonably be in compliance would notexpected to have, individually or in the aggregate, reasonably be expected to be material to a Material Adverse Effect on the Company, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by the Company and the Company Subsidiaries taken as a whole. (c) The Company is not a party pursuant to any collective bargaining agreement. The Company believes that its relations with its employees are as disclosed in the Filed SEC Reports. No current executive officer of the Company has notified the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, workplace safety and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing mattersinsurance/workers’ compensation Laws.

Employment and Labor Matters. (a) Each Since January 1, 2013, (i) neither the Company Plan nor any of its Subsidiaries is and or has been, a party to any collective bargaining agreement, labor union contract, or trade union agreement (each, a “Company Collective Bargaining Agreement”), (ii) no employee is or has been established, maintained, funded represented by a labor organization for purposes of collective bargaining with respect to the Company or any of its Subsidiaries and administered in compliance in all material respects with (iii) to the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none knowledge of the Company, there have been no activities or proceedings of any labor or trade union to organize any employees of the Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is or was subject to Title IV of ERISAits Subsidiaries. No Company Plan Collective Bargaining Agreement is a "multiemployer plan" (as such term is defined in Section 3(37) being negotiated by the Company or any of ERISAits Subsidiaries. Each Since January 1, 2013, there has been no strike, lockout, slowdown, or work stoppage against the Company Plan that is intended or any of its Subsidiaries pending or, to be qualified under Section 401(a) the knowledge of the Code Company, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. (b) There is so qualified, no pending charge or complaint against the trust thereunder is exempt from taxation, and has received a current favorable determination letter Company or opinion letter from any of its Subsidiaries by the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action National Labor Relations Board or by failure to act, which would adversely affect such qualification or tax-exempt statusany comparable Governmental Entity. Neither the Company nor any Company Subsidiary has of its Subsidiaries is a party, or otherwise bound by, any liability consent decree with, or obligation on account of at citation by, any time being considered a single employer with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code Governmental Entity relating to employees or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Plan. (b) No material labor dispute exists or, to the Knowledge of the Company, is imminent with respect to any of the employees of the Company or the Company Subsidiaries which would reasonably be expected to be material to the Company and the Company Subsidiaries taken as a wholeemployment practices. The Company is and its Subsidiaries have complied in compliance all material respects with all Laws relating to laws regarding employment and employment practicespractices (including anti-discrimination), terms and conditions of employment and wages and hourshours (including classification of employees and independent contractors, except where and equitable pay practices) and other laws in respect of any reduction in force (including notice, information and consultation requirements). No claims relating to non-compliance with the failure foregoing are pending or, to be in compliance would notthe knowledge of the Company, individually threatened. There are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, or in other amounts due or owing by the aggregateCompany pursuant to any workplace safety and insurance/workers’ compensation Laws, reasonably be expected to be material to the Company and its Subsidiaries have not been reassessed under such Laws since January 1, 2013, and there are no pending claims that may affect the Company Subsidiaries taken as a whole. (c) The Company is not a party to any collective bargaining agreement. The Company believes that its relations with its employees are as disclosed in the Filed SEC Reports. No current executive officer accident cost experience of the Company has notified the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing mattersits Subsidiaries.

Employment and Labor Matters. (a) Each Company Plan is and has been established, maintained, funded and administered in compliance in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary has of its Subsidiaries is a party to any liability or obligation on account of at any time being considered a single employer Collective Bargaining Agreement with any other Person under Section 414 respect to employees of the CodeCompany or any of its Subsidiaries (each, a “Company Employee”) that has had or could reasonably be expected to have a Company Material Adverse Effect, other than those that the Company or any of its Subsidiaries may be deemed to be a party to or bound by as a result of doing business in a particular jurisdiction. There has been no prohibited transaction (To the Company’s knowledge, as defined in Section 4795 of the Code date hereof, there are no activities or Section 406 proceedings of ERISA) any labor or breach trade union, staff association or other body to organize any Company Employee where such activities or proceedings could reasonably be expected to have a Company Material Adverse Effect. No material Collective Bargaining Agreement is being negotiated by the Company or, to the Company’s knowledge, any of fiduciary duty (as determined under ERISA) its Subsidiaries with respect to any Company Plan. (b) No material labor dispute exists orEmployees. Since January 1, 2015, there has been no actual, or to the Knowledge of the Company’s knowledge, is imminent with respect to any of the employees of threatened unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other labor disputes against or affecting the Company or any of its Subsidiaries involving the Company Subsidiaries which would Employees that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and there are no circumstances which could or might give rise to any such dispute that would, individually or in the aggregate, reasonably be material expected to the have a Company and the Company Subsidiaries taken as a wholeMaterial Adverse Effect. The Company is is, and has been, in compliance with all Laws relating to regarding employment and employment practices, terms and conditions of employment and wages and hourshours (including classification of employees) and other Laws in respect of any reduction in force, including notice, information and consultation requirements, except where the failure to be in compliance any such noncompliance would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. There are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by the Company pursuant to any workplace safety and insurance/workers’ compensation Laws, the Company has not been reassessed in any material respect under such Laws during the past three years and the Company has not received any claims under such Laws, in each case, that could reasonably be expected to be material to the have a Company and the Company Subsidiaries taken as a wholeMaterial Adverse Effect. (c) The Company is not a party to any collective bargaining agreement. The Company believes that its relations with its employees are as disclosed in the Filed SEC Reports. No current executive officer of the Company has notified the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing matters.

Employment and Labor Matters. (a) Each Company Plan is and has been established, maintained, funded and administered in compliance in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary has any liability or obligation on account of at any time being considered a single employer with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Plan. (b) No material labor dispute exists or, to the Knowledge of the CompanySeller’s Knowledge, is imminent with respect to any of the employees of the Company or the Company Subsidiaries any of its Subsidiaries, which would reasonably be expected to be material result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To Seller’s Knowledge, no executive officer of the Company or any Subsidiary is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries taken as a wholeto any liability with respect to any of the foregoing matters. The Company is and its Subsidiaries are in compliance with all Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries taken as have a wholeMaterial Adverse Effect. (cb) The All individuals characterized and treated by the Company is not a party to any collective bargaining agreementor its Subsidiaries within the past two (2) years as independent contractors or consultants are properly treated as independent contractors in all material respects under all applicable Laws. The Company believes that its relations with its All current employees are as disclosed in the Filed SEC Reports. No current executive officer of the Company or its Subsidiaries who are classified as exempt under the Fair Labor Standards Act and state and local wage and hour Laws are properly classified. Except as set forth in Schedule 4.11(b), there is no Action pending before or issued by any Governmental Authority or, to the Seller’s Knowledge, no such Action or investigation has notified been threatened in writing against the Company that such officer intends to leave the Company or otherwise terminate such officer's employment in connection with the Company. No executive officer employment of any current or former applicant, employee, consultant, or independent contractor of the Company is in violation of Company, including any material term of any claim relating to unfair labor practices, employment Contractdiscrimination, confidentialityharassment, disclosure or proprietary information agreementretaliation, non-competition agreementequal pay, wage and hours, or any other contract or agreement employment-related matter arising under applicable Laws, and none of the Company or any restrictive covenantof its Subsidiaries are party to a settlement agreement with a current or former officer, and the continued employment of each such executive officer does not subject the Company to any liability employee or independent contractor with respect to any of the foregoing such matters.

Employment and Labor Matters. Except as set forth in Section 2.11(b) or Section 2.12 of the Company Disclosure Schedule or the Company SEC Documents: (a) Each Company Plan is and has been established, maintained, funded and administered in compliance in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that and its subsidiaries is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxationcompliance, and has received not failed to be in compliance as a current favorable determination letter or opinion letter from the Internal Revenue Service on result of which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary has any liability or obligation on account of at any time being considered a single employer with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Plan. (b) No material labor dispute exists or, to the Knowledge of the Company, is imminent with respect to any of the employees of the Company or the Company Subsidiaries which would could reasonably be expected now or in the future to be material to the Company and the Company Subsidiaries taken as a whole. The Company is in compliance have liability, with all Laws applicable U.S. and non-U.S. laws, agreements and contracts relating to employment and employment practices, terms and conditions of employment, and the employment of former, current, and wages prospective employees, independent contractors and "leased employees" (within the meaning of Section 414(n) of the Code) of the Company including all such U.S. and non-U.S. laws, agreements and contracts relating to wages, hours, collective bargaining, employment discrimination, immigration, disability, civil rights, human rights, fair labor standards, occupational safety and health, workers' compensation, pay equity, wrongful discharge and violation of the potential rights of such former, current, and prospective employees, independent contractors and leased employees, and has timely prepared and filed all appropriate forms (including Immigration and Naturalization Service Form I-9) required by any relevant governmental authority, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect. (b) There is no litigation, suit, action, proceeding or investigation pending or, to the Company and knowledge of the Company, threatened between the Company Subsidiaries taken as or any of its subsidiaries and any of their respective employees which in each case would reasonably be expected, individually or in the aggregate, to have a wholeMaterial Adverse Effect. (c) The Neither the Company nor any of its subsidiaries is not a party to any U.S. or non-U.S. collective bargaining agreement. The agreement or other labor union contract applicable to persons employed by the Company believes that or its relations with its subsidiaries, nor, to the knowledge of the Company, are there any activities or proceedings of any labor union to organize any employees are as disclosed in the Filed SEC Reports. No current executive officer of the Company has notified or any of its subsidiaries. (d) Neither the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer nor any of the Company its subsidiaries is in violation breach of any material term U.S. or non-U.S. collective bargaining agreement or labor union contract, or has any knowledge of any employment Contractstrikes, confidentialityslowdowns, disclosure or proprietary information agreementwork stoppages, non-competition agreementlockouts, or any other contract threats thereof, by or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any employees of the foregoing mattersCompany or any of its subsidiaries.

Employment and Labor Matters. Except as set forth on Schedule 4.19: (a) Each Company Plan is and has been established, maintained, funded and administered in compliance in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary has any liability or obligation on account of at any time being considered a single employer with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Plan. (b) No material labor dispute exists or, to the Knowledge of the Company, is imminent with respect to any of the employees of the Company or the Company Subsidiaries which would reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole. The Company is in compliance with all Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole. (c) The Company is not a party to or bound by any collective bargaining agreement, nor has it experienced any strike or grievance, claim of unfair labor practices, work stoppage, walkout, slowdown, hand billing, picketing other “concerted action” or other collective bargaining dispute involving any of the employees. No NLRB unfair labor practice charge (or litigation alleging such claim) has been filed or threatened or is presently pending relating to an employee. (b) There are no material disputes pending or, to the Knowledge of the Company and Members, threatened between the Company and any of its employees. The Company believes has complied and is in compliance in all material respects with all federal, state and local Laws relating to labor and employment practices, including all Laws relating to terms and conditions of employment, wages, hours, collective bargaining, workers’ compensation, occupational safety and health, immigration, and equal employment opportunity and are not engaged in any unfair labor or unlawful employment practice. (c) There is no written or oral Contract between the Company and any vendor providing leased or temporary employees. The Company is in material compliance with all Laws regarding Tax and benefits treatment applicable to independent contractors, consultants, temporary and leased employees. (d) The Company has not taken any action with respect to the transactions contemplated hereby that its relations with its could constitute a “mass layoff” or “plant closing” within the meaning of the Worker Adjustment and Relocation Notification (WARN) Act or could otherwise trigger any notice requirement or Liability under any local or state plant closing notice Law. Schedule 4.19(d) sets forth a list of all employees are as disclosed in the Filed SEC Reports. No current executive officer of the Company has notified that have been terminated (and the Company that reason for such officer intends to leave termination) during the Company or otherwise terminate such officer's employment with past twelve (12) months. (e) There are no current union representation questions involving employees of the Company. No executive officer To the Knowledge of the Company and Members, (i) no representation election petition has been filed by any employee or is pending with the NLRB and (ii) no union organizing campaign involving or affecting any employee has occurred, is in violation of any material term of any employment Contract, confidentiality, disclosure progress or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and is threatened against the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing mattersCompany.

Employment and Labor Matters. Except as set forth in Section 2.11(b) or Section 2.12 of the Company Disclosure Schedule, or in the Company SEC Documents or, in the case of non-U.S. agreements, contracts or activities referred to in Subsection (b), Section 2.12 of the Supplemental Company Disclosure Schedule: (a) Each Company Plan is and has been established, maintained, funded and administered in compliance in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that and its subsidiaries is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxationcompliance, and has received not failed to be in compliance as a current favorable determination letter or opinion letter from the Internal Revenue Service on result of which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary has any liability or obligation on account of at any time being considered a single employer with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Plan. (b) No material labor dispute exists or, to the Knowledge of the Company, is imminent with respect to any of the employees of the Company or the Company Subsidiaries which would reasonably be expected now or in the future to be material to the Company and the Company Subsidiaries taken as a whole. The Company is in compliance have liability, with all Laws applicable U.S. and non-U.S. laws, agreements and contracts relating to employment and employment practices, terms and conditions of employment, and the employment of former, current, and wages prospective employees, independent contractors and "leased employees" (within the meaning of Section 414(n) of the Code) of the Company or any of its subsidiaries including all such U.S. and non-U.S. laws, agreements and contracts relating to wages, hours, collective bargaining, employment discrimination, immigration, disability, civil rights, human rights, fair labor standards, occupational safety and health, workers' compensation, pay equity, wrongful discharge and violation of the potential rights of such former, current, and prospective employees, independent contractors and leased employees, and has timely prepared and filed all appropriate forms (including Immigration and Naturalization Service Form I-9) required by any relevant Governmental Authority, except where the failure to be or have been in compliance would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect. (b) Neither the Company nor any of its subsidiaries is a party to any U.S. or non-U.S. collective bargaining agreement or other labor union contract applicable to persons employed by the Company or its subsidiaries, nor, to the Company and knowledge of the Company, are there any activities or proceedings of any labor union to organize any employees of the Company Subsidiaries taken as a wholeor any of its subsidiaries. (c) The Neither the Company nor any of its subsidiaries is not a party to in breach of any U.S. or non-U.S. collective bargaining agreement. The Company believes that its relations with its employees are as disclosed in the Filed SEC Reports. No current executive officer of the Company agreement or labor union contract, or has notified the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation any knowledge of any material term of any employment Contractstrikes, confidentialityslowdowns, disclosure or proprietary information agreementwork stoppages, non-competition agreementlockouts, or any other contract threats thereof, by or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any employees of the foregoing mattersCompany or any of its subsidiaries which breach, strike, slowdown, work stoppage, lockout or threat would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Employment and Labor Matters. (a) Each Schedule 3.15 lists each officer, employee, ------------- consultant and independent contractor of the Company Plan is and has been establishedas of the date hereof, maintained, funded and administered in compliance in all material respects along with the terms amount of the current annual salaries and total compensation paid or due for services to each Company Plan officer, employee, consultant or independent contractor for the most recent fiscal year end and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISAyear through the most recent month end, and none a full and complete description of the Companyany commitments to such officers, any Company Subsidiary or any ERISA Affiliate has sponsoredemployees, maintained, contributed to, been required to contribute to, or had any liability or obligation under or consultants and independent contractors with respect to compensation payable thereafter and any plan that is or was subject to Title IV of ERISAemployment agreements with such persons. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) To the Knowledge of the Code is so qualifiedCompany and Unified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter no key employee or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary group of employees has any liability or obligation on account of at any time being considered a single employer plans to terminate employment with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company PlanCompany. (b) No material Except as set forth on Schedule 3.15: The Company is ------------- not a party to or bound by any collective bargaining agreement with any labor dispute exists organization, group or association covering any of its employees, and to the Knowledge of the Company and Unified there has been no attempt to organize Company's employees by any Person, unit or group seeking to act as their bargaining agent. There are no pending or, to the Knowledge of the CompanyCompany and Unified, is imminent threatened charges (by employees, their representatives or governmental authorities) of unfair labor practices or of employment discrimination or of any other wrongful action with respect to any aspect of employment of any person employed or formerly employed by the Company. The Company has received no written notice of the scheduling by any governmental agency or authority, of any union representation election relating to the employees of the Company or any organizational effort with respect to any of such employees, or any investigation of the Company Subsidiaries which would reasonably be expected to be material to the Company and the Company Subsidiaries taken as a wholeCompany's employment policies or practices by any governmental agency or authority. The Company is not currently, nor has it been, involved in compliance labor negotiations with any unit or group seeking to become the bargaining unit for any employees of the Company. The Company has not experienced any material work stoppages, and to the Knowledge of the Company and Unified, no work stoppage is planned. (c) The Company has complied in all material respects with all Laws laws and regulations relating to the employment and of labor, including, without limitation, any provisions thereof relating to wages, hours, benefits, worker's compensation, employment practices, terms and conditions of employment employment, immigration, collective bargaining, equal opportunity or similar laws and the payment of social security and similar taxes, and is not liable for any arrears of wages and hours, except where the or any taxes or penalties for failure to be in compliance would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole. (c) The Company is not a party to any collective bargaining agreement. The Company believes that its relations comply with its employees are as disclosed in the Filed SEC Reports. No current executive officer of the Company has notified the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing mattersforegoing.

Employment and Labor Matters. (a) Each The Company Plan is has made available to Parent a list including all employees of the Company and has been establishedits Subsidiaries as of August 31, maintained2014, funded including for each such employee his or her name, position, location, treatment by the Company as exempt or non-exempt under the Fair Labor Standards Act, current compensation paid or payable, accrued and administered in compliance in all material respects with the terms unused vacation as of each Company Plan and with ERISAAugust 31, the Code and all applicable Laws. No Company Plan is subject to Title IV 2014, date of ERISAemployment, and none years of employment recognized for determining eligibility for participation in, and vesting and credited service, under any Plan, as the Company, any case may be. Each Person who provides (or has provided) services to the Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or is properly classified with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualifiedemployment status for all purposes, the trust thereunder is exempt from taxationincluding employment, labor, wage and hour compliance, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Tax purposes. (i) Neither the Company nor any Company Subsidiary has of its Subsidiaries is a party to or bound by any liability collective bargaining agreement or obligation on account of at any time being considered a single employer other representational relationship with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Planlabor organization. (bii) No Neither the Company nor any of its Subsidiaries has experienced any strike, work stoppage, walkout, or other material labor dispute exists or, to within the Knowledge of past three (3) years. (iii) To the Company’s knowledge, is imminent with respect to any of the there are no current union organizing efforts or representational demands involving employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, neither the Company nor any of its Subsidiaries which has received any written notice concerning any prospective termination of employment with respect to the senior management or key supervisory personnel of the Company or any of its Subsidiaries. (d) The Company and its Subsidiaries have in their files properly completed copies of Form I-9 for all employees of the Company and any of its Subsidiaries with respect to whom that form is required under applicable Law, except for any failure to maintain such files or any deficiencies in the completion of such files as would not reasonably be expected to be material to the Company and the Company Subsidiaries its Subsidiaries, taken as a whole. . (e) The Company has paid all salaries, bonuses, commissions, and other wages (including vacation pay), which are payable by the Company to any employees, directors, independent contractors, and leased employees through the Closing Date (other than amounts that are not yet due and payable that have been properly accrued); and is and has been in compliance in all material respects with all Laws relating to employment and employment, employment practices, terms and conditions of employment, workers’ compensation, equal employment and wages and opportunity, nondiscrimination, immigration, wages, hours, except where benefits, collective bargaining, the failure to be in compliance would notcollection and payment of withholding or payroll Taxes, individually or in the aggregatesocial security and similar Taxes, reasonably be expected to be material to the Company occupational health and safety, and plant closing; and the Company Subsidiaries taken as a wholehas not engaged in any unfair employment practice. (cf) The Within the past three (3) years, neither the Company is not a party nor any of its Subsidiaries has implemented any plant closing or layoff of employees that gave rise to any collective bargaining agreement. The Company believes that its relations with its employees are notice obligations under the Worker Adjustment and Retraining Notification Act of 1988, as disclosed in the Filed SEC Reports. No current executive officer of the Company has notified the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreementamended, or any other contract similar applicable Law in effect at or agreement or any restrictive covenant, and prior to the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing mattersClosing.

Employment and Labor Matters. (a) Each Company Plan is and has been established, maintained, funded and administered in compliance in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary has any liability or obligation on account of at any time being considered a single employer with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect its Subsidiaries is party to any Company Plan. (b) No material collective bargaining agreement or other similar labor dispute exists or, to the Knowledge of the Company, is imminent agreement with respect a labor union or like organization and there are no collective bargaining agreements or other similar labor agreements or arrangements that pertain to any of the employees of the Company or any of its Subsidiaries, nor is any such agreement being negotiated by the Company or any of its Subsidiaries which as of the date hereof; and no employee of the Company or any of its Subsidiaries is represented by any labor union or labor organization with respect to his or her employment with the Company or its Subsidiary, as applicable. To the knowledge of the Company, there are no activities or Proceedings by any individual or group of individuals, including representatives of any labor organizations or trade unions, to organize any employees of the Company or any of its Subsidiaries. (b) There is no, and there has not been any, actual or, to the knowledge of the Company, threatened, strike, lockout, slowdown, work stoppage, unfair labor practice, arbitration, material grievance or other material labor dispute against or involving the Company or any of its Subsidiaries. (c) Except as would not reasonably be expected expected, since the Applicable Date, to be material to the Company and the Company Subsidiaries taken as a whole. The Company is in compliance with all Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would nothave, individually or in the aggregate, reasonably be expected a Material Adverse Effect or prevent or materially impair the ability of the Parties to be material to consummate the transactions contemplated by this Agreement, including the Merger, each of the Company and its Subsidiaries is in compliance with all applicable Laws respecting labor and employment practices, including all Laws relating to the terms and conditions of employment, wages and hours (including with respect to tip credits and tip pooling), worker classification (both with respect to exempt vs. non-exempt status and employee vs. independent contractor status), immigration, occupational safety and health, labor relations and plant closures and layoffs. Each of the Company and its Subsidiaries taken as a wholehas been in and is in compliance in all material respects with all notice and other requirements under the Worker Adjustment and Retraining Notification Act of 1988 or any similar state or local Law (the “WARN Act”), and none of the Company and its Subsidiaries has incurred any Liability under the WARN Act that remains unsatisfied. (cd) The Company is not a party and each of its Subsidiaries (i) maintain completed copies of I-9 Employee Eligibility Verification Forms for all current and former employees to any collective bargaining agreement. The Company believes that its relations the extent required by Law, and (ii) are in compliance with its employees are as disclosed in the Filed SEC Reports. Immigration Reform and Control Act of 1986 respecting such current and former employees. (e) No current executive officer employee of the Company has notified or any of its Subsidiaries above the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer level of the Company Director is in any respect in violation of any material term of any employment Contractagreement, confidentialitynondisclosure agreement, disclosure or proprietary information agreementcommon law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to the Company or its Subsidiary, as applicable, or (ii) to a former employer of any such employee relating (A) to the right of any such employee to be employed by the Company or its Subsidiary, as applicable, or (B) to the knowledge or use of trade secrets or proprietary information. (f) To the knowledge of the Company, no current employee of the Company or any other contract of its Subsidiaries, who is above the level of Director, has notified the Company of such employee’s intent to terminate his or her employment. (g) Neither the Company nor any of its Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any restrictive covenantof its Subsidiaries involving allegations of sexual harassment by an officer or employee of the Company or any of its Subsidiaries. There are no, and for the continued employment past five (5) years there have not been any, Proceedings pending or, to the knowledge of each such executive officer does not subject the Company, threatened, against the Company to any liability with respect to or any of its Subsidiaries, in each case, involving allegations of sexual harassment by an officer or employee of the foregoing mattersCompany or any of its Subsidiaries.

Employment and Labor Matters. (a) Each Neither the Company Plan nor any of its Subsidiaries is a party to any collective bargaining agreement, labor union contract, or trade union agreement (each a “Collective Bargaining Agreement”). As of the date of this Agreement, there are no activities or proceedings of any labor or trade union to organize any employees of the Company or its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or its Subsidiaries. As of the date of this Agreement, there is no strike, lockout, slowdown, or work stoppage against the Company that may interfere with the business activities of the Company or its Subsidiaries. (b) The Company and has been establishedeach of its Subsidiaries is in compliance, maintained, funded and administered in compliance in all material respects respects, with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or Laws with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualifiedemployment, the trust thereunder is exempt from taxationemployment practices, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, terms and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt statusconditions of employment. Neither the Company nor any Company Subsidiary of its Subsidiaries has any material liability or obligation on account of at any time being considered a single employer with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Plan. misclassification of: (bi) No material labor dispute exists any Person as an independent contractor rather than as an employee, (ii) any employee leased from another employer, or (iii) any employee classified as exempt from overtime wages. Except as set forth in Section 2.20(b) of the Disclosure Schedule, there are no legal proceedings, administrative matters before any Governmental Authorities, investigations by any Governmental Authorities pending, or, to the Knowledge of the Company, is imminent with respect threatened in writing (or, to the Knowledge of the Company, orally) against the Company relating to any unfair labor practices or violation of the employees of the Company any employment law or the Company Subsidiaries which would reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole. The Company is in compliance with all Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries taken as a wholeregulation. (c) In the 90 days preceding the date of this Agreement, neither the Company nor any of its Subsidiaries has taken any action which would constitute a “plant closing” or “mass layoff” within the meaning of the WARN Act or similar state or local law, issued any notification of a plant closing or mass layoff required by the WARN Act or similar state or local law, or incurred any liability or obligation under WARN or any similar state or local law that remains unsatisfied. (d) The Company is not a party has provided to any collective bargaining agreement. The Company believes that its relations with its employees are as disclosed in the Filed SEC Reports. No current executive officer Parent true, correct and complete copies of each of the Company has notified the Company that such officer intends to leave the Company following: (i) all forms of offer letters, (ii) all forms of employment, severance, retention, or otherwise terminate such officer's employment with the Company. No executive officer change of the Company is in violation control agreements, (iii) all forms of independent contractor agreements for individual independent contractors or consultants (including without limitation any material term individual independent contractors or consultants engaged or contracted through any other party), (iv) all forms of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition or inventions agreements used with Employees, (v) the most current management organization chart(s), (vi) all forms of written bonus plans and any form award agreement thereunder, and a schedule of bonus commitments made to Employees, (vii) any commission plan or other incentive compensative agreement, and a schedule of the actual or estimated commission payments owed but unpaid to each eligible Employee, and (viii) any such document in clauses (i)-(vii) that deviates materially from the form document. (e) Within the last three (3) years, the Company has not been a party to a settlement agreement with a current or former officer, employee or independent contractor of the Company that involves allegations of a material nature relating to sexual harassment, sexual misconduct or any other contract form of illegal discrimination by either an officer or agreement employee of the Company at the level of Director or above. No allegations of sexual harassment, sexual misconduct or any restrictive covenant, and the continued employment form of each such executive illegal discrimination of a material nature have been made against an officer does not subject or employee of the Company at the level of Director or above. (f) The Company is in material compliance with all mandatory COVID-19 measures that relate to employees applicable to any liability location in which the Company operates. The Company has not received any complaint from any employee alleging that the Company is not in material compliance with respect workplace COVID-19 measures or failed to any of the foregoing mattersprovide a safe working environment, appropriate equipment or accommodation in relation to COVID-19.

Employment and Labor Matters. (a) Each SCHEDULE 2.9 lists all employees, independent contractors and officers of the Company Plan is and has been establishedon the date hereof, maintained, funded and administered in compliance in all material respects along with the terms amount of the current annual salaries and total compensation paid or due for services to each Company Plan employee, independent contractor or officer for the most recent fiscal year end and with ERISA, the Code and all applicable Laws. No Company Plan is subject year to Title IV of ERISAdate, and none a full and complete description of the Companyany commitments to such employees, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or independent contractors and officers with respect to any plan that is or was subject to Title IV of ERISAcompensation payable thereafter. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) To the best knowledge of the Code is so qualifiedSellers, the trust thereunder is exempt from taxation, and has received a current favorable determination letter (1) no key employee or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary group of employees has any liability or obligation on account of at plans to terminate employment with Company and (2) no independent contractor has any time being considered a single employer with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect plans to any Company Plan. (b) No material labor dispute exists or, to the Knowledge of the Company, is imminent with respect to any of the employees of the Company or the Company Subsidiaries which would reasonably be expected to be material terminate its services to the Company and the Company Subsidiaries taken has no plans to terminate its relationship with any of its independent contractors. (b) Except as set forth on SCHEDULE 2.9, the Company is not a wholeparty to or bound by any collective bargaining agreement with any labor organization, group or association covering any of its employees, and the Sellers have no knowledge of any attempt to organize the Company's employees by any Person, unit or group seeking to act as their bargaining agent. There are no pending or threatened charges (by employees, their representatives or governmental authorities) of unfair labor practices or of employment discrimination or of any other wrongful action with respect to any aspect of employment of any person employed or formerly employed by the Company. No union representation election relating to employees of the Company has been scheduled by any governmental agency or authority, no organizational effort is being made with respect to any of such employees, and there is no investigation of the Company's employment policies or practices by any governmental agency or authority pending or threatened. The Company is not currently, nor has it been, involved in compliance labor negotiations with any unit or group seeking to become the bargaining unit for any employees of the Company. The Company has not experienced any material work stoppages, and to the best knowledge of the Sellers, no work stoppage is planned. The Company has complied with all Laws material laws and regulations relating to the employment and of labor, including, without limitation, any provisions thereof relating to wages, hours, employment practices, terms and conditions of employment employment, collective bargaining, equal opportunity or similar laws and the payment of social security and similar taxes, and is not liable for any material arrears of wages and hours, except where the or any material taxes or penalties for failure to be in compliance would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole. (c) The Company is not a party to any collective bargaining agreement. The Company believes that its relations comply with its employees are as disclosed in the Filed SEC Reports. No current executive officer of the Company has notified the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing mattersforegoing.

Employment and Labor Matters. (a) Each The Company Plan employs the number of full-time and part-time employees (the “Employees”) as are indicated in Schedule 4.11(a). Copies of all material written Contracts with, concerning or relating to all Employees and former employees of the Company (“Former Employees”), including union and collective bargaining Contracts, severance, change in control, stay bonus and other Contracts of similar import, and all material employment policies, and all amendments and supplements thereto, have been delivered or made available to Parent, and a list of all such Contracts and policies is set forth on Schedule 4.11(a). The Company does not currently offer or provide retiree health and other insurance benefits to Former Employees or their dependents, survivors or beneficiaries, and the Company does not have any liabilities (contingent or otherwise) with respect thereto except as otherwise required by Section 4980B of the Code, the comparable provisions of ERISA or similar provisions of applicable state law. There are no outstanding loans from the Company to any Employees or Former Employees. All individuals who, in the last 24 months, have performed services for the Company as a consultant or independent contractor (“Non-Employees”) are independent contractors and are not employees of the Company and the Company does not have any material liability to or with respect to such Non-Employees for the withholding or payment of any income or social security taxes, the provision of benefits under any Benefit Plans or for any other charges, taxes or benefits with respect thereto. Copies of each Contract with any Non-Employee pursuant to which the Company may have any material liability or which are not terminable upon less than 30 days notice have been provided or made available to Parent and a list of all such Contracts is set forth on Schedule 4.11(a). (b) The Company has been established, maintained, funded and administered in compliance complied in all material respects with the terms of each Company Plan all laws, statutes, rules and with ERISA, the Code and all regulations applicable Laws. No Company Plan is subject to Title IV of ERISA, and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is or was subject to Title IV employees, terms and conditions of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined employment and wages and hours in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) each of the Code is so qualified, the trust thereunder is exempt from taxationjurisdictions in which it operates or does business, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company no Proceedings have been made nor any Company Subsidiary has any liability or obligation on account of at any time being considered a single employer with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Plan. (b) No material labor dispute exists are pending or, to the Knowledge of the Company, is imminent threatened against the Company arising out of, or relating to, or alleging any violation of any of the foregoing. The Company has complied in all material respects with the employment eligibility verification form requirements under the IRCA, with respect to any Employees and with the paperwork provisions and anti-discrimination provisions of IRCA and has obtained and maintained the employee records and I-9 forms with respect to the Employees in proper order as required by law. To the Knowledge of the employees of Company, the Company or the Company Subsidiaries which would reasonably be expected is not currently employing any Employees who are not authorized to be material to the Company and the Company Subsidiaries taken as a whole. The Company is in compliance with all Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or work in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries taken as a wholeUnited States. (c) The Company is has not a party received any written notice from any Employee indicating that such Employee intends to any collective bargaining agreement. The terminate its employment with the Company believes that its relations with its employees are as disclosed in and, to the Filed SEC Reports. No current executive officer Knowledge of the Company has notified the Company that such officer Company, no Employee intends to leave the Company or otherwise terminate such officer's its employment with the Company. No executive officer of the Company is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing matters.

Employment and Labor Matters. (a) Each Company Plan is Schedule 3.15 lists each officer, employee, ------------- consultant and has been establishedindependent contractor of the Sellers as of the date hereof, maintained, funded and administered in compliance in all material respects along with the terms amount of the current annual salaries and total compensation paid or due for services to each Company Plan officer, employee, consultant or independent contractor for the most recent fiscal year end and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISAyear through the most recent month end, and none a full and complete description of the Companyany commitments to such officers, any Company Subsidiary or any ERISA Affiliate has sponsoredemployees, maintained, contributed to, been required to contribute to, or had any liability or obligation under or consultants and independent contractors with respect to compensation payable thereafter and any plan that is or was subject to Title IV of ERISAemployment agreements with such persons. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) To the Knowledge of the Code is so qualifiedSellers and DNB, the trust thereunder is exempt from taxation, and has received a current favorable determination letter no key employee or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary group of employees has any liability or obligation on account of at any time being considered a single employer plans to terminate employment with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company PlanSellers. (b) No material Except as set forth on Schedule 3.15: None of ------------- the Sellers is a party to or bound by any collective bargaining agreement with any labor dispute exists organization, group or association covering any of its employees, and to the Knowledge of the Sellers and DNB there has been no attempt to organize Sellers' employees by any Person, unit or group seeking to act as their bargaining agent. There are no pending or, to the Knowledge of the CompanySellers and DNB, is imminent threatened charges (by employees, their representatives or governmental authorities) of unfair labor practices or of employment discrimination or of any other wrongful action with respect to any aspect of employment of any person employed or formerly employed by the Sellers. The Sellers have received no written notice of the scheduling by any governmental agency or authority, of any union representation election relating to the employees of the Sellers or any organizational effort with respect to any of such employees, or any investigation of the Sellers' employment policies or practices by any governmental agency or authority. The Sellers are not currently, nor have they been, involved in labor negotiations with any unit or group seeking to become the bargaining unit for any employees of the Company or the Company Subsidiaries which would reasonably be expected to be Sellers. The Sellers have not experienced any material work stoppages, and to the Company Knowledge of the Sellers and the Company Subsidiaries taken as a whole. DNB, no work stoppage is planned. (c) The Company is Sellers have complied in compliance all material respects with all Laws laws and regulations relating to the employment and of labor, including, without limitation, any provisions thereof relating to wages, hours, benefits, worker's compensation, employment practices, terms and conditions of employment employment, immigration, collective bargaining, equal opportunity or similar laws and the payment of social security and similar taxes, and is not liable for any arrears of wages and hours, except where the or any taxes or penalties for failure to be in compliance would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole. (c) The Company is not a party to any collective bargaining agreement. The Company believes that its relations comply with its employees are as disclosed in the Filed SEC Reports. No current executive officer of the Company has notified the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing mattersforegoing.

Employment and Labor Matters. (a) Each Company Plan is and has been established, maintained, funded and administered in compliance in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary of its Subsidiaries is or has since August 27, 2011 been, a party to any liability collective bargaining agreement, labor union contract, or obligation on account of at any time being considered trade union agreement (each, a single employer with any other Person under Section 414 “Collective Bargaining Agreement”). No employee of the Code. There has been no prohibited transaction (as defined in Section 4795 Company or any of the Code or Section 406 its Subsidiaries is represented by a labor organization for purposes of ERISA) or breach of fiduciary duty (as determined under ERISA) collective bargaining with respect to the Company or any Company Plan. (b) No material labor dispute exists or, to of its Subsidiaries. To the Knowledge knowledge of the Company, is imminent with respect from August 31, 2013 through the date hereof, there have been no material activities or proceedings of any labor or trade union to organize any of the employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. From August 27, 2011 through the date hereof, there has been no strike, lockout, slowdown, or work stoppage against the Company or any of its Subsidiaries which pending or, to the Company’s knowledge, threatened, that would interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. Except as has not had and would not reasonably be expected to be material to have, individually or in the aggregate, a Material Adverse Effect on the Company, (i) there is no pending charge or complaint against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable Governmental Entity, and (ii) none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company and its Subsidiaries taken as a whole. The Company is in compliance have complied with all Laws relating to laws regarding employment and employment practicespractices (including anti-discrimination), terms and conditions of employment and wages and hourshours (including classification of employees and equitable pay practices) and other laws in respect of any reduction in force (including notice, except where information and consultation requirements), and no claims relating to non-compliance with the failure foregoing are pending or, to the Company’s knowledge, threatened. Except as has not had and would not reasonably be in compliance would notexpected to have, individually or in the aggregate, reasonably be expected to be material to a Material Adverse Effect on the Company, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by the Company and the Company Subsidiaries taken as a whole. (c) The Company is not a party pursuant to any collective bargaining agreement. The Company believes that its relations with its employees are as disclosed in the Filed SEC Reports. No current executive officer of the Company has notified the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, workplace safety and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing mattersinsurance/workers’ compensation Laws.

Employment and Labor Matters. (a) Each Company Plan is and has been established, maintained, funded and administered in compliance in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary has of its Subsidiaries is a party to any liability or obligation on account of at any time being considered a single employer Collective Bargaining Agreement with any other Person under Section 414 respect to employees of the CodeCompany or any of its Subsidiaries (each, a “Company Employee”) that has had or could have a Company Material Adverse Effect, other than those that the Company or any of its Subsidiaries may be deemed to be a party to or bound by as a result of doing business in a particular jurisdiction. There has been no prohibited transaction (To the Company’s knowledge, as defined in Section 4795 of the Code date hereof, there are no activities or Section 406 proceedings of ERISA) any labor or breach trade union, staff association or other body to organize any Company Employee where such activities or proceedings could have a Company Material Adverse Effect. No material Collective Bargaining Agreement is being negotiated by the Company or, to the Company’s knowledge, any of fiduciary duty (as determined under ERISA) its Subsidiaries with respect to any Company Plan. (b) No material labor dispute exists orEmployees. Since January 1, 2018, there has been no actual, or to the Knowledge of the Company’s knowledge, is imminent with respect to any of the employees of threatened unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other labor disputes against or affecting the Company or any of its Subsidiaries involving the Company Subsidiaries Employees that would, individually or in the aggregate, have a Company Material Adverse Effect and there are no circumstances which would reasonably be expected could or might give rise to be material to any such dispute that would, individually or in the aggregate, have a Company and the Company Subsidiaries taken as a wholeMaterial Adverse Effect. The Company is is, and has been, in compliance with all Laws relating to regarding employment and employment practices, terms and conditions of employment and wages and hourshours (including classification of employees) and other Laws in respect of any reduction in force, including notice, information and consultation requirements, except where the failure to be in compliance any such noncompliance would not, individually or in the aggregate, be reasonably be expected to be material to have a Company Material Adverse Effect. There are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by the Company and the Company Subsidiaries taken as a whole. (c) The Company is not a party pursuant to any collective bargaining agreementworkplace safety and insurance/workers’ compensation Laws, in each case, that had or could have a Company Material Adverse Effect. The Company believes has provided to Parent, as applicable, a schedule that its relations with its employees are sets forth, personnel number, personnel area, position title, and either (x) action date, action type and action reason or (y) the furlough start and end dates, as disclosed in applicable, of each employee, if any, who has suffered an “employment loss” under the Filed SEC Reports. No current executive officer of WARN Act or has been on furlough, temporary layoff or a reduced work schedule, within the Company has notified past ninety (90) days prior to the Company that such officer intends to leave date hereof, as well as the Company applicable termination date or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation commencement of any material term of any employment Contractsuch furlough, confidentiality, disclosure temporary layoff or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing mattersreduced work schedule.

Employment and Labor Matters. (a) Each Company Plan is and has been established, maintained, funded and administered in compliance in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary of its Subsidiaries is or has since January 1, 2011 been, a party to any liability collective bargaining agreement, labor union contract, or obligation on account of at any time being considered trade union agreement (each a single employer with any other Person under Section 414 "Collective Bargaining Agreement"). No employee of the Code. There has been no prohibited transaction (as defined in Section 4795 Company or any of the Code or Section 406 its Subsidiaries is represented by a labor organization for purposes of ERISA) or breach of fiduciary duty (as determined under ERISA) collective bargaining with respect to the Company or any Company Plan. (b) No material labor dispute exists or, to of its Subsidiaries. To the Knowledge knowledge of the Company, is imminent with respect from June 30, 2014 through the date hereof, there have been no material activities or proceedings of any labor or trade union to organize any of the employees of the Company or any of its Subsidiaries. From January 1, 2011 through the date hereof, there has been no strike, lockout, slowdown, or work stoppage against the Company or any of its Subsidiaries which pending or, to the Company's knowledge, threatened, that would reasonably be expected to have a Material Adverse Effect on the Company. Except as has not had and would not reasonably be material expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (i) there is no pending charge or complaint against the Company or any of its Subsidiaries by the U. S. National Labor Relations Board or any comparable Governmental Entity, and (ii) none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company and its Subsidiaries taken as a whole. The Company is in compliance have complied with all Laws relating to regarding employment and employment practicespractices (including anti-discrimination), terms and conditions of employment and wages and hourshours (including classification of employees and equitable pay practices) and other Laws in respect of any reduction in force (including notice, except where information and consultation requirements), and no claims relating to non-compliance with the failure foregoing are pending or, to the Company's knowledge, threatened. Except as has not had and would not reasonably be in compliance would notexpected to have, individually or in the aggregate, reasonably be expected to be material to a Material Adverse Effect on the Company, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by the Company and the Company Subsidiaries taken as a whole. (c) The Company is not a party pursuant to any collective bargaining agreement. The Company believes that its relations with its employees are as disclosed in the Filed SEC Reports. No current executive officer of the Company has notified the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, workplace safety and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing mattersinsurance/workers' compensation Laws.

Employment and Labor Matters. (a) Each Except as set forth in Section 3.17(a) of the Seller Disclosure Schedule, each of the Acquired Companies and the Labor Company Plan is and has been established, maintained, funded and administered in compliance have complied in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary has any liability or obligation on account of at any time being considered a single employer with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Plan. (b) No material labor dispute exists or, to the Knowledge of the Company, is imminent with respect to any of the employees of the Company or the Company Subsidiaries which would reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole. The Company is in compliance with all Laws relating to employment and employment practices, terms and conditions of employment and wages and employment, nondiscrimination, the ability of non-citizens to work in Mexico, wages, hours, except where benefits, collective bargaining and plant closing. Neither the Labor Company nor any Acquired Company is liable for the payment of any material fines, penalties or other amounts, however designated, for failure to be comply with any applicable Law. (b) Except as set forth in compliance would notSection 3.17(b) of the Seller Disclosure Schedule, individually there are no material individual or in collective Proceedings pending with respect to profit sharing or any employment benefits, nor with respect to any other employment-related obligations of any kind, including, but not limited to, any and all mandatory as well as non-mandatory benefits, contributions, salaries and agreed-on benefits, involving any Acquired Company or the aggregateLabor Company, reasonably be expected to be material or that, to the Company Acquired Companies’ Knowledge, are threatened, and the Acquired Companies do not have any Knowledge of any facts which could give rise to any such Proceedings. All mandatory and voluntarily acquired contributions and employment-related payments, required as of any Closing Date, have been legally and timely paid. Furthermore, there are no Proceedings pending or threatened with respect to hiring, promotion, dismissal or any kind of employment termination of employees of any Acquired Company Subsidiaries taken as a wholeor the Labor Company. (c) The Company Except as set forth in Section 3.17(c) of the Seller Disclosure Schedule, (i) there is not a party presently pending or existing, and to the Acquired Companies’ Knowledge there is not threatened, any collective bargaining agreement. The strike, slowdown, picketing, employee grievance process or other work stoppage or labor dispute involving any Acquired Company believes or the Labor Company, (ii) no event has occurred or circumstance exists that its relations with its may provide the basis for any such work stoppage or labor dispute, (iii) there is no lockout of any employees are by any Acquired Company or the Labor Company, and (iv) no Acquired Company or the Labor Company contemplates any such action. (d) Except as disclosed set forth in the Filed SEC Reports. No current executive officer Section 3.17(d) of the Company has notified Seller Disclosure Schedule, (i) there is not pending or, to the Company that such officer intends to leave the Acquired Companies’ Knowledge, threatened any material Proceeding against or affecting any Acquired Company or otherwise terminate such officer's employment with the Company. No executive officer of Labor Company relating to the Company is in alleged violation of any material term Law pertaining to labor relations or employment matters, (ii) no grievance or arbitration Proceeding exists that might cause a Material Adverse Effect upon any Acquired Company or the Labor Company or the conduct of their respective businesses, and (iii) there has been no charge of discrimination filed against or, to the Acquired Companies’ Knowledge, threatened against any Acquired Company or the Labor Company. (e) Section 3.17(e) of Seller Disclosure Schedule contains a list of the following information for each director, officer, employee, independent contractor, consultant and agent of or performing services for any Acquired Company or the Labor Company, including each employee on leave of absence or layoff status: name, employer, job title, date of hiring or engagement, date of commencement, current compensation paid or payable and any change in compensation in the last six months, as well as sick and vacation leave that is accrued but unused. (f) To the Acquired Companies’ Knowledge, no employee, director, officer, agent, consultant or contractor of any employment Acquired Company or the Labor Company is a party to, or is otherwise bound by, any Contract, confidentiality, disclosure that in any way adversely affects or proprietary information agreement, non-competition agreementwill affect (i) the performance of his or her duties for such Acquired Company or the Labor Company, or any other contract (ii) the ability of such Acquired Company or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Labor Company to conduct its business. To the Acquired Companies’ Knowledge, no director, officer, key employee or group of employees of any liability Acquired Company or the Labor Company intends to terminate his or her employment with respect to any of such Acquired Company or the foregoing mattersLabor Company within the next year.

Employment and Labor Matters. (a) Each Neither the Company Plan is and has been established, maintained, funded and administered in compliance in all material respects with the terms nor any of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan its Subsidiaries is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended party to be qualified under Section 401(a) of the Code is so qualifiedor bound by any collective bargaining agreement or other agreement with a labor union, the trust thereunder is exempt from taxation, and has received a current favorable determination letter works council or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt statusother employee representative body. Neither the Company nor any Company Subsidiary of its Subsidiaries has experienced any liability picketing, strike, slowdown, work stoppage, lockout or obligation on account material grievance, claim of at any time being considered a single employer with any unfair labor practices or other Person under Section 414 of collective bargaining dispute since the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company PlanReference Date. (b) No material Except to the extent such noncompliance would not have a Company Material Adverse Effect, the Company and its Subsidiaries are, and between the Reference Date and the date of this Agreement have been, in compliance with all Laws relating to labor dispute exists orand employment, including all such Laws relating to wages (including minimum wage and overtime wages), discrimination, harassment, retaliation, workers’ compensation, safety and health, immigration, work authorization, worker classification (including employee-independent contractor classification and the proper classification of employees as exempt employees and non-exempt employees), the Worker Adjustment and Retraining Notification Act (“WARN”) and any similar foreign, state, provincial or local “mass layoff” or “plant closing” Law. (c) The Company has not implemented a “mass layoff” or “plant closing” (as defined by WARN or any similar foreign, state, provincial or local Laws) between the Reference Date and the date of this Agreement. (d) As of the date hereof, the Company has not received written notice, or to the Knowledge of the Company, any other formal indication, that any employee of the Company or any of its Subsidiaries at Level 14 (Executive Director) or above intends to terminate his or her employment with the Company or any of its Subsidiaries at any time prior to the first anniversary of the Closing. (e) In the three (3) years prior to the date hereof, to the Knowledge of the Company, is imminent with respect to any of the employees of the Company or the Company Subsidiaries which would reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole. The Company is in compliance with all Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole. (c) The Company is not a party to any collective bargaining agreement. The Company believes that its relations with its employees are as disclosed in the Filed SEC Reports. No current executive no officer of the Company has notified been the subject of any discrimination, sexual harassment, sexual misconduct or sexual assault allegations during his or her tenure at the Company, and during this same period the Company that such officer intends to leave the Company has not entered into any settlement agreement or otherwise terminate such officer's employment confidentiality agreement with the Company. No executive any officer of the Company is in violation arising out of any material term allegations of any employment Contractdiscrimination, confidentialitysexual harassment, disclosure sexual misconduct or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing matterssexual assault.

Employment and Labor Matters. Except as set forth in Section 3.13 of the Disclosure Schedule: (a) Each Group Company Plan has paid or made provision for payment of all salaries and wages, which are payable by such Group Company to any employees of such Group Company (collectively, the “Business Employees”), accrued through the date hereof and will pay or make provision for payment for such salaries and wages for such Business Employees through the Closing Date. Each Group Company has paid in full to all Business Employees all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such Business Employees. Each Group Company has paid in full to all independent contractors and consultants all compensation due to or on behalf of such independent contractors and consultants pursuant to the contracts entered into between the applicable Group Company and such independent contractors and consultants. (i) None of the Business Employees is and represented by any labor union or other labor representative with respect to his or her employment with a Group Company; (ii) there are no labor, collective bargaining agreements or similar arrangements binding on any Group Company with respect to any Business Employees; (iii) to the Knowledge of the Company, no petition has been establishedfiled nor has any proceeding been instituted by any Business Employee or group of Business Employees with the National Labor Relations Board or similar Governmental Entity seeking recognition of a collective bargaining agreement; (iv) there are no Persons attempting to represent or organize or purporting to represent for bargaining purposes any of the Business Employees; (v) there have not occurred any strikes, maintainedslow downs, funded picketing, work stoppages or concerted refusals to work or other similar labor activities with respect to Business Employees; and administered (vi) no grievance or arbitration or other proceeding arising out of or under any collective bargaining agreement relating to a Group Company is pending or threatened. (c) The Group Companies are, and have been, in compliance in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable LawsLaws pertaining to employment and employment practices, workers’ compensation, terms and conditions of employment, worker safety, worker classification, wages and hours, civil rights, discrimination, immigration and the payment of social security and other taxes. No Company Plan is subject Group Companies are liable for any payment to Title IV of ERISAany trust or other fund or to any Governmental Entity, and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is unemployment compensation benefits, social security or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" other benefits or obligations for employees (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended other than routine payments to be qualified under Section 401(a) made in the Ordinary Course of the Code is so qualified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt statusBusiness). Neither There are no pending claims against the Company nor and/or any Company Subsidiary has under any liability workers compensation plan or obligation on account of at any time being considered a single employer with any other Person under Section 414 of policy or for long term disability that would not be covered by the Codeworkers compensation plan or policy. There has been are no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Plan. (b) No material labor dispute exists controversies pending or, to the Knowledge of the Company, is imminent with respect to threatened, between a Group Company and any of the employees of the Company their respective employees, which controversies have or the Company Subsidiaries which would reasonably be expected to be material result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. No Group Company, nor to the Knowledge of the Company, any of their respective representatives or employees, has committed any material unfair labor practice in connection with the operation of the respective businesses of a Group Company, and there is no charge or complaint against a Group Company and by the National Labor Relations Board or any comparable Governmental Entity pending or to the Knowledge of the Company, threatened. (d) No Group Company Subsidiaries taken has effectuated: (i) a “plant closing” (as defined in the WARN Act, or any similar Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of such Person; or (ii) a whole“mass layoff” (as defined in the WARN Act, or any similar Law) affecting any site of employment or facility of such Person. The Each Group Company is in compliance in all material respects with all Laws relating to employment the WARN Act and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually any similar state or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries taken as a wholelocal Law. (ce) The Section 3.13(e) of the Disclosure Schedule sets forth a true, correct and complete list as of the date hereof of all severance Contracts and employment Contracts which contain provisions relating to notice of prior termination or severance upon any type of cessation of services to which a Group Company is not a party or by which a Group Company is bound, and under which such Group Company currently has actual or potential Liability entered into with employees at or above the level of officer or senior-management, or with other employees, to any collective bargaining agreement. The Company believes that its relations the extent such Contracts with its other employees are as disclosed in have actual or potential Liability greater than $50,000 (the Filed SEC Reports. No current executive officer “Severance Contracts”). (f) To the Knowledge of the Company has notified the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer , no employee of the a Group Company is in material violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract restrictive covenant to a former employer relating to the right of any such employee to be employed by the Group Company because of the nature of the business conducted or agreement presently proposed to be conducted by the Group Company or to the use of trade secrets or proprietary information of others. Except as set forth on Section 3.13(f) of the Disclosure Schedule, no officer or senior-management level employee has given notice to a Group Company, nor to the Knowledge of the Company, does any restrictive covenant, and such officer or employee intend to terminate his or her employment with the continued Group Companies. The employment of each such executive officer Business Employee is “at will” (except for employees of a Group Company located in a jurisdiction that does not subject recognize the “at will” employment concept) and no Group Company has any obligation to provide any particular form or period of notice prior to terminating the employment of any of their respective employees, except as set forth on Section 3.13(f) of the Disclosure Schedule. As of the date of this Agreement, no Group Company has, and to the knowledge of each Group Company, no other Person has, (i) entered into any Contract that obligates or purports to obligate Buyer to make an offer of employment to any present or former employee or consultant of a Group Company and/or (ii) promised or otherwise provided any written assurances (contingent or otherwise) to any present or former employee or consultant of a Group Company of any terms or conditions of employment with Buyer following the Closing. (g) Each Group Company has provided to Buyer a true, correct and complete list of the names, positions and rates of compensation of all officers, directors and employees of the Group Company, showing each such individual’s name, position, annual remuneration, status as exempt/non-exempt, bonuses and fringe benefits for the current fiscal year and the most recently completed fiscal year, and whether any such employee is on an employer-sponsored, non-immigrant visa and if so, the type and expiration date, and each such employee’s current status (as to leave or disability status and full time or part time, exempt or nonexempt and temporary or permanent status). (h) Each Group Company has provided to Buyer a true, correct and complete list of all of its current consultants, advisory board members and independent contractors and for each the initial date of the engagement, other than independent contractors hired by the Company Subsidiaries in the Ordinary Course of Business pursuant to any liability with respect terms substantially similar to any the form of independent contractor agreement that has been made available to Buyer. (i) Each Group Company has made available to Buyer true, correct and complete copies of each of the foregoing mattersfollowing: (i) all current forms of offer letters used as of the date hereof, (ii) all current forms of employment agreements and severance agreements used as of the date hereof, (iii) all current forms of employee confidentiality, non-competition or inventions agreements used as of the date hereof, (iv) the most current management organization chart(s), (v) all agreements and/or insurance policies providing for the indemnification of any officers or directors of the Group Companies, (vi) a summary of Liability for termination payments to current and former directors, officers and employees of the Group Companies and (vii) a schedule of bonus commitments made to employees of the Group Companies.

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries is or has been, a party to any collective bargaining agreement, labor union contract, or trade union agreement (a) Each each, a “Collective Bargaining Agreement”). No Company Plan Employee is and represented by a labor organization for purposes of collective bargaining with respect to the Company or any of its Subsidiaries. To the Company’s Knowledge, from January 1, 2013 through the date hereof, there have been no activities or proceedings of any labor or trade union to organize any Company Employees. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. From January 1, 2013 through the date hereof, there has been establishedno strike, maintainedlockout, funded slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s Knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending charge or complaint against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Entity, and administered none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as set forth in compliance Section 4.14 of the Company Disclosure Schedules, the Company and its Subsidiaries have complied in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary has any liability or obligation on account of at any time being considered a single employer with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Plan. (b) No material labor dispute exists or, to the Knowledge of the Company, is imminent with respect to any of the employees of the Company or the Company Subsidiaries which would reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole. The Company is in compliance with all Laws relating to Applicable Law regarding employment and employment practicespractices (including discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hourshours (including classification of employees and equitable pay practices) and Applicable Law in respect of any reduction in force (including notice, information and consultation requirements), and, except where as set forth in Section 4.14 of the failure Company Disclosure Schedules, no claims relating to be in non-compliance would notwith the foregoing are pending or, individually to the Company’s Knowledge, threatened. There are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, or in other amounts due or owing by the aggregateCompany pursuant to Applicable Law regarding workplace safety or insurance/workers’ compensation, reasonably be expected to be material to the Company and its Subsidiaries have not been reassessed in any material respect under such Applicable Law during the Company Subsidiaries taken as a whole. past three (c3) The Company is not a party to any collective bargaining agreement. The Company believes years, and there are no claims that its relations with its employees are as disclosed in may materially affect the Filed SEC Reports. No current executive officer accident cost experience of the Company has notified or its Subsidiaries. Section 4.14 of the Company that such officer intends Disclosure Schedules sets forth a true and complete list of all written notices or, to leave the Company’s Knowledge, other communications received since January 1, 2010 by the Company or otherwise terminate such officer's employment with the Company. No executive officer any of its Subsidiaries from any Governmental Entity or other Third Party regarding any actual or possible violation of the Company is in violation Occupational Safety and Health Act of any material term of any employment Contract1970, confidentialityas amended, disclosure or proprietary information agreement, non-competition agreement, and the rules promulgated thereunder or any other contract Applicable Law establishing standards of, or agreement or any restrictive covenantotherwise relating to, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing mattersworkplace safety.

Employment and Labor Matters. (a) Each Section 4.17(a) of the Company Disclosure Schedule sets forth a list that is accurate and complete in all material respects of all employees performing services for any Acquired Company as of the date hereof, including each employee on leave of absence, along with the position, date of hire, compensation and benefits, scheduled increases in compensation and benefits, scheduled promotions, accrued but unused sick, vacation, annual or other leave, leave status (including type of leave and expected duration) and service credited for purposes of vesting and eligibility to participate under any Company Plan with respect to such Persons. To the Company’s Knowledge, no officer, key employee or group of employees of any Acquired Company intends to terminate his, her or their employment with any Acquired Company. (b) Section 4.17(b) of the Company Disclosure Schedule sets forth a list that is accurate and complete in all material respects of all individuals currently performing services for any Acquired Company who are classified as independent contractors, temporary employees or consultants and not as employees (collectively, “Contractors”), along with the name of the Acquired Company for which each Contractor is performing services, the date of engagement and the compensation of each such individual, and whether the relevant Acquired Company is party to a written agreement with such individual. No individual classified as a Contractor has been establishedheld to be, maintainedor, funded based on applicable Law and administered such services rendered by such Contractor to the applicable Acquired Company, would reasonably be deemed, a Company Employee. No individual, group of individuals or Governmental Authority has commenced, or to the Company’s Knowledge, threatened any claims, causes of action, complaints or audits which characterize or could lead to a finding that a Contractor is a Company Employee. To the Company’s Knowledge, no Contractor intends to terminate his or her relationship with an Acquired Company, except in compliance the ordinary course pursuant to the terms of engagement by the Acquired Company. Furthermore, there are no written agreements with any Contractor which are not terminable by an Acquired Company upon providing notice of 30 days or less. (c) Neither any Acquired Company nor any ERISA Affiliate is, or has been, a party to or bound by any collective bargaining, works council, employee representative or other Contract with any labor union, works council or representative of any employee group, nor is any such Contract being negotiated by any Acquired Company or ERISA Affiliate. The Company has no Knowledge of any union organizing, election or other activities made or threatened at any time within the past three years by or on behalf of any union, works council, employee representative or other labor organization or group of employees with respect to any employees of any Acquired Company. There is no union, works council, employee representative or other labor organization, which, pursuant to applicable Law, must be notified, consulted or with which negotiations need to be conducted in connection with the transactions contemplated by this Agreement. (d) Since January 1, 2008, no Acquired Company has experienced any labor strike, picketing, slowdown, lockout, material employee grievance process or other work stoppage or material labor dispute, nor to the Company’s Knowledge is any such action threatened. To the Company’s Knowledge, no event has occurred or circumstance exists that would reasonably be expected to give rise to any such action, nor does any Acquired Company contemplate a lockout of any employees. (e) Each Acquired Company has complied in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, Laws and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary has any liability or obligation on account of at any time being considered a single employer with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Plan. (b) No material labor dispute exists or, to the Knowledge of the Company, is imminent with respect to any of the employees of the Company or the Company Subsidiaries which would reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole. The Company is in compliance with all Laws its own policies relating to labor and employment and matters, including fair employment practices, terms and conditions of employment, contractual obligations, equal employment opportunity, nondiscrimination, anti-harassment, nonretaliation, affirmative action, labor rights, disability rights and wages and benefits, employee leaves, immigration, wages, hours, except where the failure to be benefits, workers’ compensation, secondment and temporary employees, expatriate arrangements and international assignments, contractors and consultants, whistle blowing, payment and withholding of social security, employment, payroll and similar Taxes, data protection, unemployment insurance, employee termination (actual or constructive), occupational health and safety, plant closures, layoffs and collective dismissals and changes in compliance would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries taken as a wholeoperations. (cf) The There is no Proceeding pending or, to the Company’s Knowledge, threatened against any Acquired Company is relating to the alleged violation by any Acquired Company (or its directors or officers) of any Law pertaining to labor relations, immigration or employment matters. There has not a party been any charge or complaint of unfair labor practice filed or, to the Company’s Knowledge, threatened against any collective bargaining agreementAcquired Company before the National Labor Relations Board or any other Governmental Authority since January 1, 2008. The Since January 1, 2008, there has been no complaint, claim or charge of discrimination filed or, to the Company’s Knowledge, threatened, against any Acquired Company believes with the Equal Employment Opportunity Commission or any other Governmental Authority. (g) Since January 1, 2008, no Acquired Company has implemented any plant closing or layoff of employees that its relations with its employees are as disclosed in could implicate the Filed SEC ReportsWorker Adjustment and Retraining Notification Act of 1988, or any similar foreign, state or local Law, and no such action will be implemented without advance notification to the Purchaser. No current executive officer Section 4.17(g) of the Company has notified the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer Disclosure Schedule sets forth an accurate and complete list of all employees of the Company is in violation of any material term of any employment Contract, confidentiality, disclosure Acquired Companies who have been terminated or proprietary information agreement, non-competition agreementlaid off, or whose hours of work have been reduced by more than 50% by any other contract or agreement or any restrictive covenantAcquired Company, and in the continued employment six months prior to the date of each such executive officer does not subject the Company to any liability with respect to any of the foregoing mattersthis Agreement.

Employment and Labor Matters. (a) Each The Company Plan is and not a party to or bound by any collective bargaining agreement or other agreement with a labor union, works council or other employee representative body. The Company has been establishednot experienced any picketing, maintainedstrike, funded and administered in compliance in all material respects with slowdown, work stoppage, lockout or grievance, claim of unfair labor practices or other collective bargaining dispute since the terms of each Company Plan and with ERISA, Reference Date. To the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none Knowledge of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code date hereof, no organizational effort is so qualified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary has any liability or obligation on account of at any time presently being considered a single employer with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Plan. (b) No material labor dispute exists made or, to the Knowledge of the Company, is imminent with respect threatened on behalf of any labor union, works council or other employee representative body as it relates to any of the employees of the Company or the Company Subsidiaries which would reasonably be expected to be material Company. (b) Except to the Company and the Company Subsidiaries taken as a whole. The Company is in compliance with all Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance extent such noncompliance would not, individually or in the aggregate, reasonably be expected to be material to have a Company Material Adverse Effect, as of the date of this Agreement the Company is, and between the Reference Date and the Company Subsidiaries taken date of this Agreement has been, in compliance with all Laws relating to labor, labor relations and employment, including all such Laws relating to wages (including minimum wage and overtime wages), discrimination, harassment, retaliation, workers’ compensation, safety and health, immigration, work authorization, worker classification equal opportunity, employee leave, vacation, (including employee-independent contractor classification and the proper classification of employees as a wholeexempt employees and non-exempt employees), the Worker Adjustment and Retraining Notification Act (“WARN”) and any similar foreign, state, provincial or local “mass layoff” or “plant closing” Law. (c) The Company is has not implemented a party to “mass layoff” or “plant closing” (as defined by WARN or any collective bargaining agreement. The Company believes that its relations with its employees are as disclosed in similar foreign, state, provincial or local Laws) between the Filed SEC Reports. No Reference Date and the date of this Agreement. (d) To the Knowledge of the Company, no current executive officer of the Company has notified given notice of termination of employment as a result of the Contemplated Transactions. (e) Since the Reference Date, the Company that such officer intends has not entered into a settlement agreement with any employee resolving allegations of sexual harassment by an employee in a managerial or executive position, and to leave the Company or otherwise terminate such officer's employment with Knowledge of the Company. No executive officer , as of the Company is date hereof, there are no claims, actions or proceedings pending against the Company, in violation each case, involving allegations of sexual harassment by any material term of any employment Contract, confidentiality, disclosure employee in a managerial or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing mattersposition.

Employment and Labor Matters. (a) Each Company Plan is Schedule 4.15(a) attached hereto sets forth a true, correct and has been establishedcomplete list of: (i) all written agreements with any employee, maintainedofficer, funded and administered in compliance in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none director or consultant of the CompanyCompany or any Company Subsidiary, including without limitation all non-competition agreements, (ii) the current fixed and variable rate of compensation and benefits of any employee, officer, director or consultant of the Company or any Company Subsidiary, (iii) the accrued vacation, if applicable, of any employee, officer, director or consultant of the Company or any Company Subsidiary and (iv) all agreements which provide for severance benefits to be paid or payable to any employee, officer, director or consultant of the Company or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt statusSubsidiary. Neither the Company nor any Company Subsidiary has entered into any liability or obligation on account of at any time being considered a single employer other agreements with any other Person under Section 414 director, officer or employee of the Code. There has been no prohibited transaction (as defined in Section 4795 Company or any Company Subsidiary, including without limitation, any agreement granting severance benefits or benefits payable upon a change of control of the Code Company or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company PlanSubsidiary. (b) No material There are no former employees of the Company or any Company Subsidiary, who are entitled to, or receiving, COBRA Coverage as of the date of this Agreement. (c) Since its formation, neither the Company nor or any Company Subsidiary has been the subject of any union activity or labor dispute exists ordispute, nor has there been any strike of any kind or similar labor activity called, or threatened to be called, against the Company or any Company Subsidiary; and, to the Knowledge of the Company, is imminent neither the Company nor or any Company Subsidiary has violated in any material respects any applicable federal or state law or regulation relating to labor or labor practices with respect regard to any of the employees operations of the Company or the any Company Subsidiaries which would reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole. The Company is in compliance with Subsidiary, including, without limitation, all Laws laws relating to labor relations, equal employment and opportunities, fair employment practices, terms prohibited discrimination and conditions of similar employment activities, and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to be material to neither the Company and the nor or any Company Subsidiaries taken as a whole. (c) The Company Subsidiary is not a party to any collective bargaining agreement. The agreement affecting the Company believes that its relations or any Company Subsidiary. (d) With respect to the business conducted by the Company or any Company Subsidiary, there are no unpaid wages, bonuses or commissions (other than those not yet due) nor does the Company or any Company Subsidiary owe any Tax, penalty, assessment or forfeiture for failure to comply with its any of the foregoing. (e) Neither the Company nor or any Company Subsidiary maintains, contributes to or has any Liability or potential Liability with respect to (i) any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), or (ii) any other plan, program, policy, practice, arrangement or contract providing benefits or payments to current or former employees are as disclosed in the Filed SEC Reports. No current executive officer (or to their beneficiaries or dependents) of the Company has notified the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract Company Subsidiary or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any other Person (in each case of the foregoing matters(i) and (ii), a “Plan”).

Employment and Labor Matters. (a) Each Schedule 2.11(a) of the Company Plan is and has been establishedDisclosure Letter sets forth a list containing certain information, maintainedincluding the following information, funded and administered regarding all employees of Company or its Subsidiaries as of the date hereof (in compliance in all material respects with the terms aggregate, by category of each Company Plan and with ERISAemployees, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISAas applicable): (i) employees’ base annual salary or hourly wage, as applicable, (ii) job location (state or province), and none (iii) category of the Companyemployees, any Company Subsidiary or any ERISA Affiliate by group; provided that such information has sponsored, maintained, contributed to, only been required to contribute to, or had any liability or obligation under or provided with respect to an individual to the extent such information may be provided without violating any plan applicable Laws, whether relating to the transfer or disclosure of personally identifiable information, data privacy or otherwise. Company has made available to Parent a list that sets forth each individual Person who is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (engaged, as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualifieddate hereof, to provide (whether directly or through an entity the trust thereunder is exempt from taxation, and has received a current favorable determination letter Person owns or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action controls) contract services to Company or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary has any liability or obligation on account of at any time being considered a single employer with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Planits Subsidiaries. (b) No material (i) Neither Company nor any of its Subsidiaries is, nor has it been in the last three (3) years, a party to, subject to, or bound by any Labor Agreement with, and no employee of Company or any of its Subsidiaries is represented by, any labor dispute exists union, works council, trade union, employee association, or other labor organization or similar representative of employees (each, a “Union”), and no employee of Company or any of its Subsidiaries is represented by a Union with respect to their employment by Company or any of its Subsidiaries, (ii) there is no pending or, to the Knowledge knowledge of the Company, threatened Union representation petition involving any employee of Company or any of its Subsidiaries or application by any Person to be certified as the bargaining agent of any employee of Company or any of its Subsidiaries, nor has there been such a petition or application since the Applicable Date, (iii) there is imminent no pending or, to the knowledge of Company, threatened Union organizing activities or demands of any Union for recognition or certification with respect to any of the employees of the Company or any of its Subsidiaries, nor has there been such activities or demands since the Applicable Date, and (iv) as of the date hereof, Company and its Subsidiaries which have no notice or consultation obligations to any Union, or to any employees of Company or any of its Subsidiaries, in connection with the execution of this Agreement or consummation of the Transactions. (c) As of the date hereof, there is no material grievance arising out of a Labor Agreement, unfair labor practice, charge, or any other material labor-related Proceeding against Company or any of its Subsidiaries pending, or, to the knowledge of Company, threatened, nor has there been any such Proceeding in the last three (3) years. (d) Except as would not reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole. The Company is in compliance with all Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would nothave, individually or in the aggregate, a Company Material Adverse Effect, as of the date hereof, there is, and since the Applicable Date there has been, no strike, organized labor slowdown, concerted work stoppage, lockout, picketing, handbilling, or other labor dispute pending, or, to the knowledge of Company, threatened, against or involving Company or any of its Subsidiaries. (e) Except as would not reasonably be expected to be have, individually or in the aggregate, a Company Material Adverse Effect. (i) Company and its Subsidiaries are, and for the last three (3) years have been, in material compliance with all applicable Laws respecting labor, employment and employment practices including, without limitation, all such Laws respecting terms and conditions of employment, wages and hours, overtime, worker classification, discrimination, retaliation, harassment, workers’ compensation, immigration, leaves of absence, occupational health and safety, COVID-19, whistleblowing, disability rights or benefits, equal employment opportunity, pay equity, human rights, plant closures and layoffs (including the WARN Act and similar applicable state and provincial legislation), employee trainings and notices, hiring practices, and labor relations (“Employment Laws”), (ii) there are no Proceedings pending or, to the knowledge of Company, threatened against Company and the Company Subsidiaries taken or any of its Subsidiaries, by or on behalf of any applicant for employment, any current or former employee, individual classified as a whole. (c) The Company is not a party to an independent contractor or any collective bargaining agreement. The Company believes that its relations with its employees are as disclosed in the Filed SEC Reports. No current executive officer class of the Company has notified the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation of any material term of any employment Contractforegoing, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect relating to any of the foregoing mattersEmployment Laws, or alleging breach of any express or implied Contract of employment, and (iii) since the Applicable Date, neither Company nor any of its Subsidiaries has received any notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation or initiate a Proceeding with respect to Company or any of its Subsidiaries. (f) All amounts due or accrued for all salary, wages, bonuses, incentive compensation, deferred compensation, commissions, vacation pay, sick days, termination and severance pay and benefits under Company Benefit Plans and other similar accruals have either been paid or are accrued and accurately reflected in the books and records of Company and its Subsidiaries, in each case in all material respects.

Employment and Labor Matters. (a) Each Company Plan The Seller is and has been established, maintained, funded and administered in compliance in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute not a party to, or had bound by, any liability collective bargaining agreement or obligation under other agreement with a labor union or labor organization with respect to any plan that is Business Employee. There are no labor unions or was subject other labor organizations representing any Business Employees, no activities to Title IV of ERISA. No Company Plan is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a) organize any employees of the Code is so qualifiedSeller have been in progress or, to the trust thereunder is exempt from taxationSeller’s Knowledge, threatened, and no question concerning representation has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary has any liability or obligation on account of at any time being considered a single employer with any other Person under Section 414 of the Code. There has been no prohibited transaction (as defined in Section 4795 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) arisen with respect to any Company PlanBusiness Employees. (b) No material labor dispute exists or, to The Seller has not violated any Laws or Orders regarding the Knowledge of the Company, is imminent with respect to any of the employees of the Company or the Company Subsidiaries which would reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole. The Company is in compliance with all Laws relating to employment and employment practices, terms and conditions of employment and wages and of the Business Employees or prospective employees or other labor-related matters, including Laws or Orders relating to discrimination, wages, hours, except where working conditions, fair labor standards, wrongful discharge, immigration, or violation of the failure to be in compliance would not, individually personal rights of Business Employees or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries taken as a wholeprospective employees. (c) The Company is not a party to any collective bargaining agreement. The Company believes that its relations with its employees are as disclosed in the Filed SEC Reports. No current executive officer of the Company has notified the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer Seller does not subject the Company to have any liability Liability, including any obligations under any Employee Benefit Plan, with respect to any misclassification of any person under any wage and hour Laws, including any misclassification as an independent contractor or consultant rather than as an employee. (d) During the last three (3) years, (i) there have not been any inspections of any of the foregoing mattersfacilities of the Seller by representatives of the Occupational Safety and Health Administration (“OSHA”) or any other Governmental Entity vested with authority to enforce any Law establishing standards of workplace safety; (ii) no representative of any such Governmental Entity has attempted to conduct any such inspection or sought entry to any of such facilities for that purpose; and (iii) the Seller has not been notified that any Business Employee or employee representative has requested that any such Governmental Entity conduct an inspection of any facilities of the Seller to determine whether violations of OSHA or any such Law may exist. (e) During the last three (3) years, the Seller has not been subject to any audit or investigation with respect to any employment-related issues, including, but not limited to, applicants for employment, by the Office of Federal Contract Compliance Programs, the Department of Labor, the Department of Homeland Security or any other Governmental Entity, or subject to fines, penalties or assessments associated with such audits or investigations. The Seller is not, and has not been for the last three (3) years, a “government contractor,” as that term is defined in the regulations of the Office of Federal Contract Compliance Programs, 41 CFR 60, et seq. (f) During the last three (3) years, the Seller has not experienced or effected any “plant closing” or “mass layoff,” as defined by the Worker Adjustment and Retraining Notification Act of 1988, 29 U.S.C. § 2101 et seq., as amended (the “WARN Act”), or any similar state or local Laws. The Seller has not incurred any Liability that remains unsatisfied under the WARN Act or any similar state or local Laws. (g) Schedule 4.14(g) lists the name of each employee or consultant of the Seller at the date hereof, together with such individual’s position or function, annual base salary or wages and any incentive or bonus arrangement with respect to each individual in effect on such date. The Seller has not received any information that would lead it to believe that a material number of such employees will or may cease to be employees, or will refuse offers of employment from the Buyer, because of the consummation of the Transactions.

Employment and Labor Matters. (a) Each Company Plan is and has been established, maintained, funded and administered in compliance in all material respects with the terms of each Company Plan and with ERISA, the Code and all applicable Laws. No Company Plan is subject to Title IV of ERISA, and none of the Company, any Company Subsidiary or any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to, or had any liability or obligation under or with respect to any plan that is or was subject to Title IV of ERISA. No Company Plan is a "multiemployer plan" (Except as such term is defined identified in Section 3(37) of ERISA. Each Company Plan that is intended to be qualified under Section 401(a3.12(a) of the Code is so qualifiedVideonics Disclosure Schedule, the trust thereunder is exempt from taxation, and has received a current favorable determination letter or opinion letter from the Internal Revenue Service on which it can rely, and nothing has occurred, whether by action or by failure to act, which would adversely affect such qualification or tax-exempt status. Neither the Company nor any Company Subsidiary has any liability or obligation on account of at any time being considered a single employer with any other Person under Section 414 as of the Codedate hereof, there are no material employment, consulting, severance pay, continuation pay, termination or indemnification agreement or other similar agreements of any nature (whether in writing or not) between Videonics and any current or former shareholder, officer, director, employee, or any consultant. There has been Except as set forth in Section 3.12(a) of the Videonics Disclosure Schedule, no prohibited transaction (individual will accrue or receive additional benefits, service or accelerated rights to payments under any Videonics Agreement or any of the agreements set forth in Section 3.12(a) of the Videonics Disclosure Schedule, including the right to receive any parachute payment, as defined in Section 4795 280G of the Code Code, or Section 406 become entitled to severance, termination allowance or similar payments as a result of ERISA) the transaction contemplated herein that could result in the payment of any such benefits or breach payments. Videonics is not delinquent in payments to any of fiduciary duty (as determined under ERISA) its employees or consultants for any wages, salaries, commissions, bonuses or other compensation for any services. None of Videonics' employment policies or practices is currently being audited or investigated by any Governmental Authority. There are no threatened or pending Actions alleging claims against Videonics brought by or on behalf of any employee or other individual or any Governmental Authority with respect to any Company Planemployment practices. (b) No material labor dispute exists or, to the Knowledge Except as set forth in Section 3.12(b) of the CompanyVideonics Disclosure Schedule, is imminent with respect to there are no controversies, pending or threatened, between Videonics and any of the its employees of the Company or the Company Subsidiaries which would reasonably be expected and employee relations are, in general, considered to be material to the Company and the Company Subsidiaries taken as a whole. The Company is in compliance with all Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole. (c) The Company good; Videonics is not a party to any collective bargaining agreement. The Company believes that its relations with its employees agreement or other labor union contract applicable to persons employed by Videonics, nor are as disclosed in the Filed SEC Reports. No current executive officer of the Company has notified the Company that such officer intends to leave the Company there any activities or otherwise terminate such officer's employment with the Company. No executive officer of the Company is in violation proceedings of any material term labor union to organize any such employees of any employment ContractVideonics; during the past five years there have been no strikes, confidentialityslowdowns, disclosure or proprietary information agreementwork stoppages, non-competition agreementlockouts, or any other contract threats thereof, by or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any employees of Videonics. Videonics does not have nor at the foregoing mattersClosing will it have any obligation under the Worker Adjustment and Retraining Notification Act (the "WARN Act"). Videonics is in material compliance with all applicable state, local, federal and foreign employment, wage and hour, labor and other employee applicable laws.