Common use of Employment Matters Clause in Contracts

Employment Matters. (a) There will not be any amounts payable by Caza or any of the Caza Subsidiaries to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Caza. (b) Except as disclosed in the Disclosure Letter, there are no accrued bonuses payable to any officers, directors, employees or consultants of Caza or any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There The Sellers have provided to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be any amounts payable by Caza or any generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Caza Subsidiaries Business being transferred at such Closing: service credit for purposes of vesting and eligibility to its participate under any Employee Plan (including any vacation or their respective officersother paid time off policy of the Sellers). The parties agree and acknowledge that, directorsdue to the timing of the deliveries contemplated by the preceding sentence, employees or consultants and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for severance or termination pay upon termination each Business Employee whose services relate primarily to the portion of employmentthe Business being transferred at such Closing, or for retention or bonus payments, in each case, on a change data relating to the amount of control sick and vacation leave that is accrued but unused as of Cazasuch Closing. (b) Except as disclosed in set forth on Section 3.13(b) of the Disclosure LetterSchedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no accrued bonuses payable currently filed petitions for representation with respect to any officers, directors, employees or consultants the formation of Caza or a collective bargaining unit involving any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza Business Employees and no such agreement or contract haspetitions for representation have been filed or, to the knowledge Knowledge of Cazathe Sellers, been directly threatened in the past two (2) years; (iv) there is no unfair labor practice or indirectly requested labor arbitration proceeding brought by any employee or group on behalf of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employeesthe Business Employees pending or, except as disclosed to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Cazapast two (2) years; and (v) no labor dispute, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involvingwalk out, strike, slowdown, hand billing, picketing, or any pending petitions for recognition ofwork stoppage involving the Business Employees has occurred, a labour union or association as is in progress or, to the exclusive bargaining agent forKnowledge of the Sellers, or where has been threatened in the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Cazapast two (2) years. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not be Acquiror agrees prior to the Closing Date to cooperate with and to provide information to Seller, Company and its Subsidiaries as necessary or appropriate to comply with or satisfy any amounts payable requirement or custom to consult with or provide information to, with respect to any of the transactions contemplated by Caza this Agreement, any labor organization representing or related to employees of Company or any of the Caza Subsidiaries to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of CazaSubsidiaries. (b) Except No provision of this Agreement shall be construed as disclosed in a guarantee of continued employment of any employees of Company or its Subsidiaries (the Disclosure Letter“Continuing Employees”), there are no accrued bonuses payable and this Agreement shall not be construed so as to any officers, directors, employees or consultants of Caza prohibit Acquiror or any of its subsidiariesSubsidiaries from having the right to terminate the employment of any Continuing Employee; provided that any such termination is effected in accordance with applicable Law and the terms of the collective agreements set forth on Schedule 6.2(a). (c) The Disclosure Letter contains From and after the Closing Date, Acquiror shall give each Continuing Employee full credit, where applicable, under any employee benefit plans, arrangements, collective bargaining agreements and employment-related entitlements for such Continuing Employees’ service with Seller (except for the accrual of benefits under a schedule containing Pension Plan; provided that the Pension Plan is not subject to a list of all executive officers of Caza collective bargaining agreement) and such officers who will resign their respective positions effective at with respect to any predecessor employer, to the Effective Timesame extent recognized by Seller, to the extent commercially feasible. (d) Caza has disclosed From and after the Closing Date, Acquiror shall provide or cause to be provided coverage to all Continuing Employees and their respective spouses and dependents, under a group health plan sponsored by Acquiror or an Affiliate of Acquiror. Acquiror shall be solely responsible for post-Closing compliance with the Offeror in the Disclosed Information a list requirements of Section 4980B of the position Code and part 6 of each employee subtitle B of Caza Title I of ERISA (“COBRA”), including the provision of continuation coverage with respect to all Continuing Employees for whom a qualifying event occurs in connection with, on or after the Closing Date. For purposes of this Section 6.2, the terms “group health plan,” “continuation coverage” and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized “qualifying event” shall have the payment of any extraordinary compensation that has not been disclosed meanings ascribed to the Offeror them in the Disclosed InformationCOBRA. (e) There exists no collective bargaining agreement Effective as of the Closing Date, Continuing Employees and their applicable dependents shall cease to accrue benefits under any Seller Benefit Plans. Immediately upon, and contingent upon, the Closing Date, Seller shall cause each Continuing Employee who is a participant in the Seller 401(k) Plan to become fully vested in his or other labour union contract applicable her accounts under such Seller 401(k) Plan. As soon as practicable after Closing, Acquiror shall establish a defined contribution Qualified Plan (“Acquiror Qualified Plan”), and, prior to Closing, Seller shall amend the Seller 401(k) Plan so as to not provide for distributions to any employees Continuing Employee solely as a result of Caza and no such agreement or contract hasthe transaction contemplated by this Agreement. As soon as administratively feasible after the Closing Date (which date shall hereinafter be referred to as the (“Plan Account Transfer Date”), the trustee of the Seller 401(k) Plan shall transfer to the knowledge trustee of Caza, been directly or indirectly requested by any employee or group the Acquiror Qualified Plan the account balance of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed each Continuing Employee in the Disclosure Letter. Caza has not received any written notification Seller 401(k) Plan (inclusive of any unfair labour practice charges outstanding loans from the Seller 401(k) Plan to a Continuing Employee) by a plan-to-plan transfer. Acquiror shall be responsible for all costs or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees expenses incurred in effecting such plan-to-plan transfer. Seller and Acquiror represent and warrant that the Seller 401(k) Plan and the Acquiror Qualified Plan and their related trust, respectively, will satisfy the requirements for qualification under Section 401(a) and related sections of Cazathe Code in all material respects as of the Plan Account Transfer Date. The transfer of account balances described herein shall comply with applicable Law, and Caza is not aware each Party shall make all filings and take any actions required of any such threatened charges or claimsParty under applicable Law in connection therewith. (f) Caza is not aware of any currently pending union organizing activities On or proceedings involvingbefore the Closing, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups Seller and Company shall terminate Company’s and each of its employeesSubsidiary’s participation in each of the Seller Benefit Plans. There is not currently pendingFrom and after the Closing, Seller shall be liable for all benefits payable under all Seller Benefit Plans, and Company and its Affiliates shall have no liability with regard respect to any the Seller Benefit Plans. Each Party shall use its commercially reasonable efforts to cooperate in connection with the administration of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation Seller Benefit Plans and administration and transfer of any employees plan sponsorship of CazaCompany Benefit Plans. (g) Caza This Agreement is not aware intended by the parties to (i) constitute an amendment to any Plan, (ii) obligate Acquiror, Company or any of its Subsidiaries to maintain any strikesparticular compensation or benefit plan, work stoppagesprogram, work slowdowns policy or lockouts nor arrangement or (iii) create any obligation of any threats thereof, by or the Parties with respect to any employee benefit plan of Acquiror, Company or any of its employeesSubsidiaries.

Employment Matters. (a) There As of the Effective Time, CoBancorp will pay the financial obligations of CoBancorp and the CoBancorp Subsidiaries, as applicable, with regard to the employment and severance agreements with John X. Xxxxxxxxxx, Xxmoxxx X. Xxxxx xxx Jamex X. Xxxen, as amended on or before the Effective Time, as summarized and listed on Exhibit 5.4(a) ("Employment Agreements" or "Employment Agreement"), and FirstMerit will assume and pay, to the extent such obligations can be assumed or benefits thereunder provided as a matter of law, but conditional upon receipt of a standard release of FirstMerit regarding matters related to employment and termination of employment. FirstMerit acknowledges that the consummation of the Merger will constitute a change in status for the Senior Officers entitling each of them to terminate his employment for good reason under his Employment Agreement. The parties listed herein will not be provided any amounts payable by Caza separation benefits under Section 5.4(b) or any of the Caza Subsidiaries to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Caza(c). (b) Except FirstMerit agrees to pay as disclosed separation monies to employees of CoBancorp listed on Exhibit 5.4(b), and in the Disclosure Letter, there are no accrued bonuses payable amounts listed thereon. An amount will not be paid if the employee voluntarily terminates his employment without good reason prior to the expiration of six months after the Effective Time. Any payment due hereunder is conditioned upon receipt of a standard release of FirstMerit regarding matters related to employment and termination of employment. The parties listed herein will not be provided any officers, directors, employees or consultants of Caza or any of its subsidiariesseparation benefits under Section 5.4. (c) The Disclosure Letter contains FirstMerit agrees to pay as separation monies to employees of CoBancorp and the CoBancorp Subsidiaries, other than the persons with Employment Agreements or covered in Section 5.4(a) or (b), in consideration for a schedule containing a list standard release of all executive officers FirstMerit regarding matters related to employment and termination of Caza and such officers employment, who will resign their respective positions effective either at Closing do not become employees of FirstMerit or its Subsidiaries or to persons who become employees of FirstMerit or its Subsidiaries but whose employment is terminated during the 180-day period after the Effective TimeTime (except if such termination is for cause). The separation monies will be calculated as indicated on Exhibit 5.4(c). Such employees will also be entitled to any other benefits, if any, required by law. FirstMerit is not required to hire any employees of CoBancorp or the CoBancorp Subsidiaries, but may if it so desires. All persons employed by FirstMerit and its Subsidiaries as of the Effective Time will remain "at will" employees, meaning that their employment can be terminated for any or no reason. Notwithstanding anything contained herein to the contrary, no third party shall have a right to enforce the provisions of this Section 5.4(b) or assert any claim hereunder. (d) Caza has disclosed Following the Effective Time, the employee benefit programs to be available and applicable to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any persons who were employees of Caza CoBancorp and no such agreement or contract hasthe CoBancorp Subsidiaries, to the knowledge of Caza, been directly or indirectly requested by any employee or group of and who become employees of CazaFirstMerit and/or its subsidiaries, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except are as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.follows:

Employment Matters. (a) There The Sellers have provided to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least thirty (30) days prior to the Closing, the Sellers will provide to the Buyer the following information as of immediately prior to the Closing (to the extent that such information can be generated at least thirty (30) days prior to the Closing and as early prior to the Closing as reasonably practicable to the extent such information cannot be generated at least thirty (30) days prior to the Closing) for each Business Employee: service credit for purposes of vesting and eligibility to participate under any amounts payable by Caza Employee Plan (including any vacation or any other paid time off policy of the Caza Subsidiaries Sellers). The parties agree and acknowledge that, due to its or their respective officersthe timing of the deliveries contemplated by the preceding sentence, directorsand as a result of ordinary course personnel turnover, employees or consultants certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the Closing, the Sellers will provide to the Buyer, for severance or termination pay upon termination each Business Employee, data relating to the amount of employment, or for retention or bonus payments, in each case, on a change sick and vacation leave that is accrued but unused as of control of Cazathe Closing. (b) Except as disclosed in set forth on Section 3.13(b) of the Disclosure LetterSchedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no accrued bonuses payable currently filed petitions for representation with respect to any officers, directors, employees or consultants the formation of Caza or a collective bargaining unit involving any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza Business Employees and no such agreement or contract haspetitions for representation have been filed or, to the knowledge Knowledge of Cazathe Sellers, been directly threatened in the past two (2) years; (iv) there is no unfair labor practice or indirectly requested labor arbitration proceeding brought by any employee or group on behalf of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employeesthe Business Employees pending or, except as disclosed to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Cazapast two (2) years; and (v) no labor dispute, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involvingwalk out, strike, slowdown, hand billing, picketing, or any pending petitions for recognition ofwork stoppage involving the Business Employees has occurred, a labour union or association as is in progress or, to the exclusive bargaining agent forKnowledge of the Sellers, or where has been threatened in the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Cazapast two (2) years. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. Corixa agrees that all employees of Coulxxx xxx continue employment with Corixa or the Surviving Corporation after the Effective Time (athe "Continuing Employees") There will not shall be eligible to (i) continue to participate in the Corixa or Surviving Corporation's health, vacation and other non-equity based employee benefit plans; provided, however, that (A) nothing in this Section 5.15 or elsewhere in this Agreement shall limit the right of Corixa or the Surviving Corporation to amend or terminate any amounts payable by Caza such health, vacation or other employee benefit plan at any of time, and (B) if Corixa or the Caza Subsidiaries Surviving Corporation terminates any such health, vacation or other employee benefit plan, then, (1) subject to its or their respective officersany necessary transition period, directors, employees or consultants for severance or termination pay upon each Continuing Employee (as defined below) who immediately prior to the termination of employmentsuch plan participated in such plan shall be eligible to participate in Corixa's health, or for retention or bonus paymentsvacation and other non-equity based employee benefit plans, to substantially the same extent as employees of Corixa in similar positions and at similar grade levels, (2) Corixa shall credit each casesuch Continuing Employee's service with Coulxxx, on a change xx the same extent as such service was credited under the similar employee benefit plans of control of Caza. (b) Except as disclosed in the Disclosure Letter, there are no accrued bonuses payable Coulxxx xxxediately prior to any officers, directors, employees or consultants of Caza or any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. , for purposes of determining eligibility to participate in and vesting (dbut not benefit accrual) Caza has disclosed under, and for purposes of calculating the benefits under, such employee benefit plan of Corixa, and (3) to the Offeror in the Disclosed Information a list extent permitted or required by such employee benefit plan of the position Corixa and applicable law, Corixa shall waive any pre-existing condition limitations, waiting periods or similar limitations under such employee benefit plan of each employee of Caza Corixa and a summary of shall provide each such employees’ salary. Since December 31Continuing Employee with credit for any co-payments previously made and any deductibles previously satisfied, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed and (ii) participate in Corixa's equity-based plans to the Offeror same extent as similarly situated employees of Corixa. Nothing in this Section 5.15 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Corixa or the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable Surviving Corporation and, subject to any employees of Caza other binding agreement between an employee and no such agreement Corixa or contract hasthe Surviving Corporation, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion employment with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claimseach Continuing Employee shall be "at will" employment. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not be any amounts payable At all times prior to the Closing Date, the Sellers shall provide the Buyer with all information reasonably requested by Caza the Buyer about the employees engaged in the development, use, operation or any maintenance of the Caza Subsidiaries Purchased Assets in order for the Buyer to decide whom it will offer employment. No later than twenty (20) Business Days after the date of this Agreement, the Buyer shall identify and provide to the Sellers a written list of such individuals to whom the Buyer will offer employment effective as of the Closing Date (the “Identified Employees”). The Sellers shall use their reasonable best efforts to assist the Buyer in its or their respective officersefforts to hire the Identified Employees effective as of the Closing Date. Except as otherwise provided in this Section 5.3, directorsall offers by the Buyer shall be on terms and conditions as the Buyer in its sole discretion shall determine; provided, employees or consultants for severance or termination pay upon termination that such terms shall include (i) a base salary no less than the base salary being paid by the Sellers immediately prior to the Closing Date and (ii) an opportunity to earn a performance bonus in respect of employment, or for retention or bonus paymentsthe 2009 calendar year on substantially the terms provided in the Sellers’ Performance Bonus Plan, in each casecase as set forth in Section 5.3(a) of the Disclosure Schedule. Except as otherwise expressly provided in this Agreement, the Buyer shall not have any Liability or responsibility for, and the Sellers shall have sole Liability and responsibility for, any and all severance pay and other employment termination obligations for the Sellers’ employees regardless of whether such employees become employees of the Buyer; provided, (i) that the Buyer will agree with each Transferred Employee that in the event such Transferred Employee is terminated by the Buyer without cause at any time prior to December 31, 2010, such Transferred Employee will be entitled to receive from the Buyer the amount to which they would be entitled under the severance plan and policies of the Sellers as in effect on a change the date hereof as set forth in Section 5.3(a) of control the Disclosure Schedule (and the Buyer shall be solely responsible for the payment of Cazasuch amounts without reimbursement from the Sellers), (ii) the Buyer will not hire any Identified Employee who declines an offer of employment from the Buyer pursuant to this Section 5.3(a) and is subsequently terminated by the Sellers until the expiration of the period, if any, for which severance amounts are payable to such Identified Employee in accordance with the severance plan and policies of the Sellers as in effect on the date hereof and (iii) the Buyer shall pay each Transferred Employee who remains employed by the Buyer through December 31, 2009 the performance bonus earned by such Transferred Employee in an amount they would be entitled to receive in respect of the 2009 calendar year if they remained the Sellers’ employees under the Sellers’ Performance Bonus Plan as set forth in Section 5.3(a) of the Disclosure Schedule; provided, that (A) the Purchase Price shall be reduced by an amount equal to the Sellers’ pro rata share of such bonus based on the number of days in 2009 during which the Transferred Employee was an employee of the Sellers (the maximum possible amount of such reduction, the “Outside Bonus Amount”) and (B) the Buyer shall (1) hold back from the consideration to be paid to the Sellers at the Closing and retain, for its own account and as general assets free of any pledge, lien, claim or other legal or equitable interest of the Sellers other than as set forth in the immediately following clause (B)(2), an amount equal to the Outside Bonus Amount and (2) promptly after payment of such bonuses to the Transferred Employees, pay to the Sellers the excess (if any) of the Outside Bonus Amount over the amount of all such bonuses actually paid by the Buyer and attributable to the Sellers’ pro rata share of such bonuses. Nothing herein shall be construed to prevent the Buyer from terminating the employment of any employee of the Buyer at any time after the Closing Date for any reason (or no reason). At or prior to Closing, the Sellers shall pay each Transferred Employee the amount such person would receive under the Sellers’ Long Term Retention Bonus Plan if such person remained an employee of the Sellers from Closing until December 31, 2012. (b) Except It shall be the Sellers’ sole responsibility to provide the required notices under Part 6 of Title I of ERISA (“COBRA”) to all M&A Qualified Beneficiaries (as disclosed defined in Treasury Regulations Section 54.4980B-9, Q&A 4) in connection with qualifying events occurring on or before the Disclosure LetterClosing Date (“Closing or Pre-Closing Qualifying Events”) and to provide or cause to be provided coverage under COBRA to such individuals and shall be responsible for all obligations and liabilities relating to or arising under the COBRA continuation coverage requirements in connection with Closing or Pre-Closing Qualifying Events. The Buyer shall be solely responsible for providing the required notices and coverage under COBRA to employees of the Buyer who are qualified beneficiaries entitled to COBRA continuation coverage under the Buyer’s group health plan in connection with qualifying events occurring after the Closing Date. The Sellers shall indemnify, there are no accrued bonuses payable defend and hold the Buyer harmless from and against any and all liabilities, losses, claims, demands, costs, expenses (including, without limitation, actual attorneys’ fees, expenses and costs) and any other Liability whatsoever that the Buyer may incur if the Sellers fail to any officers, directors, employees provide the required COBRA continuation coverage to M&A Qualified Beneficiaries in connection with Closing or consultants of Caza or any of its subsidiariesPre-Closing Qualifying Events and the Buyer becomes legally obligated to provide such coverage. (c) The Disclosure Letter contains a schedule containing a list Sellers shall be (i) considered to be the “employer” for any triggering events arising out of this Agreement under the WARN Act, (ii) solely and exclusively responsible for all executive officers liabilities and obligations under the WARN Act and (iii) solely and exclusively responsible for providing all notices required under the WARN Act. The Sellers shall indemnify, defend and hold the Buyer harmless from and against any and all liabilities, losses, claims, demands, costs, expenses (including without limitation actual attorneys’ fees, expenses and costs) and any other Liability whatsoever arising out of Caza or resulting from the Sellers’ breach of the foregoing covenants and such officers who will resign their respective positions effective at the Effective Timeobligations. (d) Caza has disclosed As of the Closing Date, the Transferred Employees shall be eligible to participate in the Buyer’s 401(k) plan, subject to the Offeror terms of the Buyer’s 401(k) plan, in the Disclosed Information a list same manner as similarly situated employees of the position Buyer; provided, that the Transferred Employees shall receive service credit for the period of each employee service of Caza the Transferred Employees with the Sellers for purposes of eligibility to participate and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Informationvesting. (e) There exists no collective bargaining agreement or As of the Closing Date, the Transferred Employees shall be eligible to participate in any group hospitalization, medical, dental, life, disability and other labour union contract applicable welfare benefit plans and programs available to any similarly situated employees of Caza and no such agreement or contract hasthe Buyer (the “Buyer’s Welfare Plans”), subject to the knowledge terms of Cazathe Buyer’s Welfare Plans; provided, been directly or indirectly requested by any employee or group that service with the Sellers shall be deemed to be service with the Buyer for the purposes of employees determining eligibility to participate and the level of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed benefits provided in the Disclosure LetterBuyer’s Welfare Plans. Caza has not received In addition, the Buyer shall use reasonable efforts to cause the Buyer’s medical plan (i) to waive any written notification pre-existing condition limitations for conditions covered immediately prior to the Closing under the applicable welfare plans of the Sellers and (ii) to honor any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any deductible expenses incurred by the Transferred Employees during the portion of the current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claimsplan year which precedes the Closing Date. (f) Caza For any Transferred Employee, the Sellers shall pay at the time of termination of employment with the Sellers any and all accrued and unpaid paid time-off time. In the event that a Transferred Employee has used more paid time-off than he or she has accrued at the time of termination of employment with the Sellers, the Sellers may in accordance with their normal business practice and applicable Legal Requirements offset the value of the used paid time-off against the last paycheck of the Transferred Employee. Upon employment of the Transferred Employee by the Buyer, the Transferred Employee will begin to accrue paid time-off time in accordance with the Buyer’s paid time-off policy as then in effect. The Buyer shall, however, permit Transferred Employees to take up to ten (10) paid time-off days prior to those days being accrued in accordance with the Buyer’s paid time-off policy in order to accommodate the summer vacation schedules of the Transferred Employees (“Advanced PTO Days”). Employees who take Advanced PTO Days will “work off” the Advanced PTO Days as they accrue paid time-off time in accordance with the Buyer’s paid time-off policy. All Advanced PTO Days must be approved in advance by a manager of the Buyer to ensure appropriate coverage for such Transferred Employee’s work and to ensure that there is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as minimal impact on the exclusive bargaining agent for, or where services to be provided to the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before Sellers under the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of CazaServices Agreement. (g) Caza Nothing herein is intended to, and shall not aware be construed to, create any Third Party beneficiary rights of any strikeskind or nature, work stoppagesincluding, work slowdowns or lockouts nor without limitation, the right of any threats thereofTransferred Employee or other individual to seek to enforce any right to compensation, by benefits or any other right or privilege of employment with the Sellers or the Buyer. (h) The Sellers shall provide to the Buyer upon request all documentation with respect to any of the Transferred Employees necessary to enable the Buyer to fulfill its employeesstatutory obligations pursuant to 8 C.F.R. Section 274a.2(b)(1)(viii)(A)(7)(ii).

Employment Matters. Not: (a) There will not be except as described in the Frankfort First Disclosure Schedule, grant any amounts payable by Caza increase in the rate of pay of any of their employees, except that Frankfort First may review non-officer employee salaries in November or December of 2004 and give raises averaging no more than 5%, consistent with past practices; (b) institute or amend any Employee Benefit Plan, except as expressly contemplated under this Agreement; (c) enter into or modify any written employment arrangement with any Person except as described in Sections 3.11 and 7.2; (d) make any discretionary contributions to any of the Caza Subsidiaries Frankfort First Existing Plans; or (e) make any allocation to its or their respective officersthe account of any participant(s) in any of the Frankfort First Existing Plans, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Caza. (b) Except as disclosed other than in the Disclosure Letternormal course and in accordance with the terms of the relevant Frankfort First Existing Plan or except as expressly contemplated by this Agreement. Notwithstanding anything herein to the contrary, there are no accrued bonuses payable immediately prior to the Effective Time, Frankfort First shall use its best efforts to cause the participants in its Junior Officer Recognition Plan (the “JORP”) to agree that the JORP shall be terminated as of the Effective Time, all vesting of awards made prior to the Effective Time shall cease as of the Effective Time and any officers, directors, employees or consultants of Caza or any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective unvested awards shall expire at the Effective Time. (d) Caza has disclosed , provided that in exchange for the termination of unvested awards the Bank may agree to pay such participants in the future a cash payment equal to the Offeror in Cash Value multiplied by the Disclosed Information a list number of shares of Frankfort First Common Stock as to which vesting ceased. Such payments shall be made on the same dates and over the same period of time during which vesting would have continued had the JORP not been terminated, with the amount of each payment equal to the number of shares of Frankfort First Common Stock that would have vested on such date multiplied by the Cash Value, provided the participant continues to be an employee of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized Bank or an Affiliate on the date the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Cazabe made. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (aA) There Within ten (10) days of the date hereof, the Buyer shall provide written offers of employment to all of the Employees, at the same or substantially the same overall compensation levels as in effect on the date of this Agreement, effective as of and conditioned upon the Closing. Such employment offers will be subject to the Buyer's standard employment policies and practices and any employment shall be at will and shall not be deemed to be pursuant to any amounts payable by Caza or any of the Caza Subsidiaries to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination contract of employment, express or for retention implied, and nothing shall limit the Buyer's right to terminate any Employee's employment with or bonus payments, in each case, on a change of control of Cazawithout cause and with or without notice. (bB) Except The Sellers agree to terminate the employment of all Business Employees, contractors and consultants with respect to the Acquired Assets and the Business effective as disclosed in of the Disclosure Letterend of business on the Closing Date, there are no accrued bonuses payable and to any officers, directors, employees or consultants give timely and legally sufficient notice of Caza or any of its subsidiariestermination to them. (cC) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed Nothing herein is intended to the Offeror in the Disclosed Information a list confer upon any employee of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment Sellers any rights of any extraordinary compensation that has not been disclosed kind whatsoever under or by reason of this Agreement, including, without limitation, any rights to employment for a specified period or any other form of employment security. Except as otherwise specifically provided herein, the Offeror in the Disclosed Information. (e) There exists Buyer shall have no collective bargaining agreement Liability or other labour union contract applicable obligation nor incur any cost or expense with respect to any employees of Caza and no such agreement claims, whether arising before or contract hasafter Closing, to the knowledge of Caza, been directly or indirectly requested by any employee or group former employee of employees the Sellers arising by reason of Caza, nor has there been any discussion with respect thereto the sale or purchase of the Acquired Assets pursuant to this Agreement or by management reason of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges such employee or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involvingformer employee's employment, or any pending petitions for recognition of, a labour union the termination of his or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereofher employment, by the Sellers. The Buyer shall provide medical coverage under its current medical plan to the Business Employees commencing on the day after the Closing Date. Except as otherwise specifically provided herein, the Sellers shall have no Liability or obligation nor incur any cost or expense with respect to any claims arising after Closing, by any Business Employee arising by reason of its employeesthe sale or purchase of the Acquired Assets pursuant to this Agreement or by reason of such Business Employees employment, or the termination of his or her employment, by the Buyer. Without limiting the foregoing, any severance obligation arising by reason of the sale of the Acquired Assets by the Sellers pursuant to this Agreement shall remain the sole Liability of the Sellers.

Employment Matters. (a) There will Buyer agrees that, without Seller’s prior written consent and excepting only as expressly otherwise provided below, until one year after the Closing Date, Buyer shall not, and shall cause its Affiliates not be to, directly or indirectly solicit for employment or hire any amounts payable by Caza employee or contractor of Seller or any of its Affiliates, except as to the Caza Subsidiaries Available Employees (excluding those who have received severance from Seller or its Affiliates in connection with termination of their employment), as defined in Section 8.10(b) below; provided that, so long as Buyer has not breached its obligations under this Section 8.10(a), neither Buyer nor its Affiliates shall be precluded from (i) making general solicitations to its the public or their respective officers, directors, industry that are not directly or indirectly targeted at such employees or consultants for severance (ii) hiring any such employee or termination pay upon termination contractor who (1) responds to any advertisement to the public or the industry generally that is not directly or indirectly targeted at employees of employmentthe Seller or any of its Affiliates, or (2) has been terminated (and not rehired) by Seller or any of its Affiliates (but excluding, for retention avoidance of doubt, any such Available Employee who has received severance from Seller or bonus paymentsits Affiliates in connection with such termination). In the event that Buyer or its Affiliates breach their covenant set forth in the preceding sentence, as liquidated damages, Buyer shall reimburse Seller or its Affiliate, as the case may be, for any severance benefits paid by Seller or its Affiliate, as the case may be, to such Available Employee pursuant to a written severance arrangement in each case, effect on a change of control of Cazathe date hereof. (b) Except Buyer or its Affiliates, in its and their sole discretion, may make offers of employment to those certain of the Seller’s or Seller’s Affiliates’ employees whose identity is communicated in a notice to Buyer, which notice shall be delivered by Seller to Buyer on the Execution Date and shall contain each such employee’s name, position, location, and compensation information, and whose employee identification numbers, positions, and locations are set forth on Schedule 8.10(b) (the “Available Employees”). Such offers will be at base salaries or hourly base wages, as disclosed applicable, that are no less favorable than the base salaries or hourly base wages, as applicable, of such Available Employees on the Closing Date and employee benefits that are substantially comparable in the Disclosure Letteraggregate to the employee benefits provided by Buyer or its Affiliates, there are no accrued bonuses as applicable, to its similarly situated employees (each such offer, a “Qualifying Offer of Employment”). From and after the date of delivery of such notice until the Closing Date, and subject to all contact and communication with such individuals being coordinated through Seller’s human resources department (which shall promptly cooperate with the reasonable requests of Buyer in respect thereof), Buyer may interview such Available Employees during normal business hours. With respect to each of the Available Employees hired by Buyer, its Affiliates, or any third party contractor on behalf of and at the request of Buyer or its Affiliates (each a “Business Employee”), whose employment with Buyer is terminated during the period commencing on the Closing Date and ending on the first anniversary of the Closing Date, Buyer shall provide such Business Employee with severance benefits equal in value to those that such Business Employee would have received under the EP Energy Severance Plan in effect as of the Execution Date (the “Severance Plan”). Notwithstanding anything to the contrary contained in this Section 8.10, Buyer shall be solely responsible for any severance payments and benefits which may be payable to any officersBusiness Employees as a result of any termination of employment that occurs following the Closing Date and Seller shall be solely responsible for any severance payments or benefits (whether under the Severance Plan or otherwise) which may be payable to any Business Employee as a result of any termination of employment that occurs or is deemed to have occurred under the Severance Plan on or prior to the Closing Date (without any action of Buyer). No later than five Days prior to the Closing Date, directors, employees or consultants Seller shall provide Buyer with the aggregate amount of Caza or any all severance obligations under the Severance Plan in respect of its subsidiariesAvailable Employees (assuming for such purpose that each Available Employee becomes a Business Employee whose employment is terminated by Buyer on the Day after the Closing Date). (c) The Disclosure Letter contains a schedule containing a list All Business Employees shall become employees of Buyer or its Affiliate, as applicable, as of 12:00 a.m. of the respective local time where the Business Employees are located as of the Closing Date and, at such time, Buyer or its Affiliate, as applicable, shall become responsible for payment of all executive officers salaries, wages, and benefits and all other claims, costs, expenses, liabilities and other obligations related to Buyer’s or its Affiliate’s, as applicable, employment of Caza the Business Employee accruing from and such officers who will resign their respective positions effective at after the Effective TimeClosing Date. Seller or its Affiliate, as the case may be, shall be responsible for all salaries, wages, and benefits and all other claims, costs, expenses, liabilities, and other obligations related to the employment of the Business Employees accruing before the Closing Date but excluding the obligations to be assumed by Buyer for each Business Employee pursuant to the provisions hereof. (d) Caza has disclosed All Business Employees shall cease active participation in all plans, programs and arrangements of Seller and its Affiliates relating to compensation and employee benefits as of immediately prior to the Offeror Closing Date. As of the Closing Date, such Business Employee shall be permitted to participate in the Disclosed Information a list plans, programs, and arrangements of the position of each Buyer and its Affiliates relating to compensation and employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed benefits for which he or she is eligible pursuant to the Offeror in the Disclosed Informationterms thereof (each, a “Buyer Plan”). (e) There exists no collective bargaining agreement To the extent any Business Employees become eligible to participate in any Buyer Plan, for purposes of determining eligibility to participate and vesting, service with Seller or other labour union contract its Affiliates shall be treated as service under such Buyer Plan. Such service shall also be recognized for purposes of satisfying any pre-existing conditions, actively-at-work exclusions and waiting periods with respect to participation by and coverage of the Business Employees and their eligible dependents in Buyer Plans, provided that such credit is in compliance with the applicable to any employees legal requirements and terms of Caza the Buyer Plans and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested extent permitted by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claimsapplicable third party insurance carrier. (f) Caza is not aware As soon as reasonably practicable following the Closing Date, Seller shall pay, or shall cause its Affiliates to pay, to each Business Employee, in cash in a lump sum, the amount of any currently pending union organizing activities or proceedings involvingunused paid time off accrued by such Business Employee as of the Closing Date under Seller’s paid time off policy as in effect immediately prior to the Closing Date. Without limiting the generality of Section 8.10(e), or any pending petitions following the Closing, each Business Employee shall be eligible to participate in Buyer’s paid time off policy in accordance with its terms and subject to its conditions, provided that Buyer shall recognize such Business Employee’s service with Seller and its Affiliates for recognition ofall purposes under such policy, a labour union or association as other than in respect of accrual of paid time off for the exclusive bargaining agent for, or where portion of the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before year in which the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of CazaClosing occurs which precedes the Closing Date. (g) Caza Schedule 8.10(g) sets forth the employee number of each Available Employee in respect of whom contributions have been made to any Benefit Plan that is a tax qualified contribution plan and as to which, as of the Execution Date, any amounts attributable to such contributions are unvested, and as to each such Available Employee the value of such unvested amounts. As required by applicable Law, Seller shall, or shall cause its Affiliates to, adopt such resolutions and take such other actions as are required to provide that, effective as of the Closing, each Business Employee shall be fully vested in any benefit accrued by such Business Employee under any Benefit Plan that is a tax qualified contribution plan as of the Closing, including without limitation any matching contribution made by Seller on behalf of such Business Employee under any Benefit Plan that is a tax-qualified defined contribution plan. (h) Effective as of the Closing Date, Seller shall terminate the employment of any Available Employee who is not aware primarily located in Houston, Texas (as indicated by the employee location set forth on Schedule 8.10(b), such employee being a “Field Employee”) and is made and does not accept a Qualifying Offer of Employment. Seller agrees that, without Buyer’s prior written consent and excepting only as expressly otherwise provided below, until one year after the Closing Date, Seller shall not, and shall cause its Affiliates not to, directly or indirectly (i) solicit for employment any strikes, work stoppages, work slowdowns employee or lockouts nor contractor of any threats thereof, by Buyer (excluding those who have received severance from Seller or with respect to any of its employeesAffiliates) or any Available Employee or (ii) hire any Business Employee or rehire any Field Employee; provided that, so long as Seller has not breached its obligations under this Section 8.10(h), neither Seller nor its Affiliates shall be precluded from (1) making general solicitations to the public or the industry generally that are not directly or indirectly targeted at Business Employees, or (2) hiring any Business Employee who responds to any such general solicitation or who has been terminated (and not rehired) by Buyer or any of its Affiliates.

Employment Matters. (a) There will not be any amounts payable by Caza During the period commencing on the Closing and ending on the date that is twelve (12) months after the Closing (or if earlier, the date of the employee’s termination of employment with Parent or any other Park Subsidiary (including the Surviving Entity)), Parent shall, and shall cause each other Park Subsidiary (including the Surviving Entity), as applicable, to, provide each individual who is an employee of the Caza Company or any Company Subsidiary immediately prior to the Closing and who remains employed by Parent or any other Park Subsidiary (including the Surviving Entity and any Company Subsidiary) immediately following the Closing (each, a “Continuing Employee”) with (i) a base salary or base wages at an annual rate that is no less than the annual rate of the base salary or base wages provided to such Continuing Employee immediately prior to the Closing, (ii) a target annual cash incentive opportunity that is no less than the target annual cash incentive opportunity provided to such Continuing Employee immediately prior to the Closing, (iii) long term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation opportunity provided to such Continuing Employee prior to the Closing and (iv) benefits (including severance) that are substantially comparable in the aggregate to the benefits provided to the Continuing Employee by the Company and the Company Subsidiaries immediately prior to its the Closing. Notwithstanding anything to the contrary contained herein, the Parties acknowledge that the decision to provide an individual who is an employee of the Company or their respective officers, directors, employees any Company Subsidiary immediately prior to the Closing with employment immediately following the Closing (or consultants for severance or termination pay upon termination at any time thereafter) is within the sole discretion of employment, or for retention or bonus payments, in each case, on a change of control of Cazathe Park Parties. (b) Except Parent shall, and shall cause the other Park Subsidiaries (including the Surviving Entity) to, provide credit for each Continuing Employee’s length of service with the Company and the Company Subsidiaries (as disclosed in well as service with any predecessor employer of the Disclosure Letter, there are no accrued bonuses payable to any officers, directors, employees or consultants of Caza Company or any Company Subsidiary) for purposes of its subsidiaries(i) eligibility to participate in (but not for purposes of any benefit accrual under any defined benefit pension plan or other post-retirement plan) and (ii) determining levels of vacation and paid time-off under, each plan, program, policy, agreement or arrangement of Park or the other Park Subsidiaries (the “Park Plans”), to the same extent that such service was recognized under a similar plan, program, policy, agreement or arrangement of the Company or any Company Subsidiary, except that no such prior service credit will be required or provided to the extent that (A) it results in a duplication of benefits, or (B) such service was not recognized under the corresponding Company Employee Program. (c) The Disclosure Letter contains To the extent permitted by applicable Law, the Park Parties shall use, and shall cause the Surviving Entity to use, reasonable best efforts to cause each Park Plan in which any Continuing Employee participates after the Closing that provides health or welfare benefits to (i) waive all limitations as to preexisting conditions, exclusions, waiting periods and service conditions with respect to participation and coverage requirements applicable to Continuing Employees, other than limitations applicable under the corresponding Company Employee Program or to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Employee Program and (ii) honor any payments, charges and expenses of Continuing Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Company Employee Program in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at corresponding Company Employee Program during the Effective Timecalendar year in which the Closing occurs. (d) Caza has disclosed to the Offeror Nothing in the Disclosed Information a list this Section 7.7 shall (i) confer any rights upon any Person, including any Continuing Employee or former employee of the position Company or any of each employee of Caza the Company Subsidiaries, other than the Parties to this Agreement and a summary of each such employees’ salary. Since December 31their respective successors and permitted assigns, 2015(ii) constitute or create an employment agreement or create any right in any Continuing Employee or any other Person to any continued employment or service with or for the Company, Caza has not authorized the payment Company Subsidiaries, the Park Parties or the other Park Subsidiaries (including the Surviving Entity), or to any compensation or benefits of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. nature or kind whatsoever, (eiii) There exists no collective bargaining constitute or be treated as an amendment, modification, adoption, suspension or termination of any employee benefit plan, program, policy, agreement or arrangement of the Company, the Company Subsidiaries, the Park Parties or the other labour union contract applicable Park Subsidiaries (including the Surviving Entity), or (iv) alter or limit the ability of the Company, the Company Subsidiaries, the Park Parties or the other Park Subsidiaries (including the Surviving Entity) to amend, modify or terminate any employees of Caza and no such benefit plan, program, policy, agreement or contract hasarrangement at any time assumed, to the knowledge of Cazaestablished, been directly sponsored or indirectly requested maintained by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claimsthem. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not The parties acknowledge and agree that the consummation of the Merger shall be deemed to constitute a “Change of Control” as such term is defined under that certain employment agreement between GSI and Xxxxxxx Xxxxx, effective August 23, 2006, as amended by an Amendment 2008-1 to the Employment Agreement, effective December 30, 2008 (such agreement as so amended, the “Xxxxx Employment Agreement”) and that upon the consummation of the Merger, (i) all time-based vesting restrictions on any amounts payable by Caza stock options, RSUs, PRSUs or any other equity-based compensation awarded by GSI to Xxxxxxx Xxxxx shall be deemed fully satisfied upon such Change in Control and (ii) all performance based vesting conditions on any PRSUs or any other equity-based compensation awarded by GSI to Xxxxxxx Xxxxx shall be deemed fully satisfied at the maximum level upon such Change in Control. For the avoidance of doubt, the acceleration of vesting and the payment set forth in this Section 5.18(a) shall be in addition to any other payments and benefits that Xxxxxxx Xxxxx may be entitled to under the Xxxxx Employment Agreement. (b) The parties further acknowledge and agree that following the Merger Closing, Section 7.2 of the Caza Subsidiaries Xxxxx Employment Agreement shall be amended by adding the following new sentence to its the end thereof: “Notwithstanding anything to the contrary herein, Executive shall have the right to, directly or their respective officersindirectly, directorscommunicate, employees disclose or consultants for severance or termination pay upon termination of employmentdivulge to any Person, or use for retention the benefit of any Person, any Proprietary Information or bonus paymentsThird Party Information, in each case, on a change in any way relating to the business or operation of control of Caza. (b) Except as disclosed in the Disclosure Letter, there are no accrued bonuses payable to any officers, directors, employees or consultants of Caza or any of its subsidiariesthe Purchased Entities (as defined in that certain Stock Purchase Agreement by and between NRG Commerce, LLC and eBay Inc., dated as of March 27, 2011). (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at ” Following the Effective TimeMerger Closing, Seller shall cause GSI to amend the employment agreement to reflect the addition to Section 7.2 discussed above in this Section 5.18(b). (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will Not later than 14 days before the Closing Date, the Buyers shall cause the New Operator to offer employment to each Employee, effective immediately following the Closing provided that the Closing occurs, at an initial rate of base pay not less than that in effect with respect to the Employee immediately before the Closing and initially at the same location and in a capacity substantially equivalent to the capacity of the Employee immediately before the Closing. The Seller shall, and shall cause the Company and their Affiliates to cooperate with the reasonable requests of Buyers and the New Operator for access to the Employees before Closing for purposes of making such employment offers. Any Employee who accepts such offer of employment shall be referred to herein as a “Transferred Employee.” The Buyers shall cause the Company to terminate, effectively immediately following the Closing, the employment of all Employees and to pay to each Employee who is not a Transferred Employee the cash severance that the Employee would have received from the Seller or its Affiliates had such termination of employment occurred immediately before the Closing. The Buyers also shall, or shall cause the Company to, notify the Seller, on or before the third Business Day following the Closing Date, of the names of the Employees (if any) who are not Transferred Employees. Except as otherwise required by applicable Law, the New Operator shall not be required to continue the employment of any amounts payable by Caza or Transferred Employee after the Closing or, except as otherwise provided in this Section 7.6, to continue such employment on any of the Caza Subsidiaries to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Cazaparticular terms and conditions. (b) Except as disclosed The Buyers shall procure that the New Operator agrees to (i) provide each Transferred Employee with employee benefits under plans maintained by New Operator (“Post-Closing Benefit Plans”) that are no less favorable in the Disclosure Letteraggregate than the benefits provided by the New Operator from time to time to its other similarly situated employees, there are no (ii) upon receiving proof of prior creditable coverage, waive all health care plan pre-existing condition requirements, actively at work exclusions, and waiting periods applicable to the Transferred Employees under the Post-Closing Benefit Plans (except to the extent that the requirements, exclusions, or periods applied with respect to the Transferred Employees immediately before the Closing), (iii) credit under the Post-Closing Benefit Plans all health care expenses incurred by the Transferred Employees under the Allegheny Employee Benefit Plans during the year in which the Closing Date occurs and prior to the Closing Date for the purposes of satisfying annual and lifetime deductibles and out of pocket limits, (iv) credit each Transferred Employee with service before the Closing Date for all purposes under the Post-Closing Benefit Plans (other than for purposes of benefit accrual under any defined benefit pension plan) to the extent that such service was credited under the Allegheny Employee Benefit Plans immediately before the Closing, (v) fulfill all obligations for accrued bonuses payable vacation and sick leave earned or accrued by the Transferred Employees as of the Closing Date, including all unused earned, banked and accrued vacation and sick leave that Transferred Employees have earned as of the Closing Date, and (vi) cause the trustee of any Post-Closing Benefit Plan that is a defined contribution plan in which a Transferred Employee participates, as directed by the Employee, to accept as a contribution any officersdistribution to the Transferred Employee from the Allegheny Energy Employee Stock Ownership and Savings Plan that constitutes an “eligible rollover distribution” within the meaning of section 401(a)(31)(D) of the Code and complies with the provisions of both the Allegheny Energy Employee Stock Ownership and Savings Plan and the applicable receiving Post-Closing Benefit Plan; provided, directorshowever, employees that such Post-Closing Benefit Plan shall not be required to accept any distribution from the Allegheny Energy Employee Stock Ownership and Savings Plan in the form of securities of Seller or consultants of Caza or any of its subsidiariesAffiliates. (c) The Disclosure Letter contains Seller shall, or shall cause an appropriate Affiliate of the Seller to, be responsible for complying with the requirements of Part 6 of Subtitle B of Title I of ERISA, section 4980B of the Code, and any similar applicable state law, including the notice requirements thereof, with respect to any Employee (or any person who is a schedule containing qualified beneficiary in respect of an Employee) who has a list “qualifying event” (within the meaning of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Timeforegoing statutes) that occurs on or before the Closing Date. (d) Caza has disclosed The Buyers acknowledge that the Company does not own any pension assets and that no pension assets of the Seller, if any, will be transferred to the Offeror in Company or the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed InformationBuyers. (e) There exists no collective bargaining agreement Nothing contained in this Section 7.6, whether express or other labour union contract applicable implied, is intended to confer upon any employees Employee or former employee of Caza and no such agreement the Company any right or contract hasremedy, to the knowledge of Caza, been directly or indirectly requested by including without limitation any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except right as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claimsa third-party beneficiary. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not be any amounts payable by Caza or any The Company agrees that, from and after the date hereof, Purchaser may offer employment, effective as of the Caza Subsidiaries Closing, to its or their respective officersany Persons employed by the Company, directorswhich employment will become effective as of the Closing Date and only if the Closing occurs. Only if the Closing occurs, employees or consultants for severance or termination pay upon termination any such Person who accepts such an offer of employmentemployment with Purchaser shall be a Transferred Employee and shall be employed by Purchaser on such terms and conditions as Purchaser and each such Transferred Employee may mutually agree. Upon request of Purchaser, or for retention or bonus paymentsSellers shall provide Purchaser reasonable access to data (including computer data) regarding the dates of hire, in each casecompensation, on a change benefits, and job descriptions of control of Cazathe Transferred Employees. (b) Except At Closing, Purchaser shall make available or establish such employee benefit plans, programs and policies for the benefit of the Transferred Employees and their eligible dependents as Purchaser shall elect to make available to the Transferred Employees (the Purchaser Plans). With respect to participation in any Purchaser Plans, Purchaser shall credit (i) each Transferred Employee with his or her service with the Company between the Petition Date and the Closing Date to the same extent such service would have been credited had such service been with Purchaser, up to the priority limits imposed by Section 507 of the Bankruptcy Code and (ii) the Transferred Employees with all service recognized by the Company under the Employee Plans as service with Purchaser for purposes of eligibility to participate and vesting under the Purchaser Plans, but not for the purpose of benefit accruals, provided that the foregoing shall not be construed to require crediting of service that would result in duplication of benefits. Purchaser shall waive any coverage-waiting period, pre-existing condition, and actively-at-work requirements under the Purchaser Plans to the extent such conditions or requirements have been satisfied under corresponding Employee Plans as of the Closing Date and shall use commercially reasonable efforts to provide that any eligible expenses incurred under the applicable Employee Plan before the Closing Date by a Transferred Employee (and his or her dependents) during the calendar year of the Closing and timely disclosed to Purchaser by such Transferred Employee in accordance with the Disclosure Letterterms and conditions of the applicable Purchaser Plan shall be taken into account for purposes of satisfying the applicable deductible, there are no accrued bonuses payable to any officerscoinsurance, directorsand maximum out-of-pocket provisions, employees or consultants and applicable annual and/or lifetime maximum benefit limitations of Caza or any of its subsidiariessuch applicable Purchaser Plan. (c) The Disclosure Letter contains a schedule containing a list Company shall promptly notify Purchaser if any of all executive the Company’s directors or officers becomes aware that any of Caza and such officers who will resign their respective positions effective at the Effective Timekey personnel set forth on Schedule 5.07(c) intends to leave the Company’s employ. (d) Caza has disclosed Purchaser shall adopt (i) the “standard procedure” for preparing and filing IRS Forms W-2 (Wage and Tax Statements), as described in Revenue Procedure 2004-53. Under this procedure, Purchaser, as the successor employer, shall provide Forms W-2 to all Transferred Employees reflecting all wages paid and taxes withheld by Purchaser as the Offeror in successor employer for the Disclosed Information a list portion of the position calendar year beginning on the day after the Closing Date. The Company, as the predecessor employer, shall provide Forms W-2 to all Transferred Employees reflecting all wages paid and taxes withheld by the Company for the portion of the calendar year beginning January 1, 2008 and ending on the Closing Date. Purchaser shall adopt the “standard procedure” of Rev. Proc. 2004-53 for purposes of IRS Forms W-4 (Employee’s Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate). Under this procedure, Purchaser shall keep on file the Forms W-4 and W-5 provided by the Transferred Employees for the period required by applicable Legal Requirements concerning record retention. Purchaser shall obtain new IRS Forms W-4 and W-5 with respect to each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed InformationTransferred Employee. (e) There exists no collective bargaining agreement The parties hereto acknowledge and agree that all provisions contained in this Section 5.07 are included for the sole benefit of the parties hereto, and that nothing in this Agreement, whether express or implied, shall create any third party beneficiary or other labour union contract applicable to rights (i) in any employees of Caza and no such agreement or contract hasother Person, to the knowledge of Caza, been directly or indirectly requested by including any employee or group former employee of employees of Cazathe Company (including the Transferred Employees), nor has there been any discussion with respect thereto participant in any employee benefit plan maintained by management of Caza with Purchaser or any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involvingAffiliates, or any pending petitions for recognition of, a labour union dependent or association as the exclusive bargaining agent forbeneficiary thereof, or where the purpose is (ii) to organize, any group continued employment with Purchaser or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of CazaAffiliates. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not be any amounts payable by Caza Prior to the Closing, (i) Purchaser (or any of the Caza Subsidiaries to its successors or their respective officers, directors, employees or consultants for severance or termination pay upon termination assigns) shall make written offers of employment, effective as of the Closing, to a number of Employees that is at least equal to 80% of the number of Employees listed on Schedule 5.16(b) (each an “Offered Employee”). All offers shall be at initial wages and benefits that are substantially comparable in the aggregate (excluding equity compensation and, with respect to any Employee with a separate or individually negotiated arrangement, severance benefits) to the aggregate benefits in effect for retention or bonus paymentssuch Offered Employee immediately prior to Closing (excluding equity compensation and severance benefits, if applicable). An Offered Employee who accepts an offer will become an employee of Purchaser on the day such person reports to work for the Purchaser if such person reports to work for Purchaser as provided in the offer of employment (each casea “Hired Employee”). Purchaser will not provide, on nor be responsible for, any COBRA benefits to any employee of Seller except to Hired Employees who have a change of control of Cazaqualifying event after the Closing. (b) Except At or as disclosed in soon as practicable following the Disclosure LetterClosing, there are no Purchaser shall make available or establish employee benefit plans for the Hired Employees and their eligible dependents (the “Purchaser Plans”). If applicable, the Purchaser shall recognize the service date of each Hired Employee under each Purchaser Plan, to the same extent as that service credit would be given under the analogous Employee Benefit Plan, for purposes of eligibility to participate, vesting, vacation entitlement and severance benefits, but not for purposes of benefit accrual under any Purchaser Plan, including, for purposes of clarification, prior accrued bonuses payable vacation benefits. In addition, subject to any officersrequired approval of the applicable insurance provider, directorsthe Purchaser shall (i) waive any eligibility periods, employees evidence of insurability or consultants of Caza pre-existing condition limitations and (ii) honor any deductibles, co-payments, co-insurance or any of out-of-pocket expenses paid or incurred by such employees, including with respect to their dependants, under comparable Employee Benefit Plans during the plan year in which the Closing occurs. Seller shall provide Purchaser with such information as to the Hired Employees as Purchaser may reasonably request to carry out its subsidiariesobligations under this Section 7.2(b), to the extent that such information has not been provided previously to Purchaser. Purchaser shall pay out prior accrued vacation benefits to all Employees at such time as required by Applicable Law. (c) The Disclosure Letter contains a schedule containing a list Effective at Closing, the Seller will cause each Hired Employee to become fully vested in such Hired Employee’s account under the 401(k) Plan and distribute such accounts to the applicable Hired Employee in accordance with the terms of all executive officers of Caza the 401(k) Plan and such officers who will resign their respective positions effective at the Effective Timeapplicable Law. (d) Caza has disclosed Nothing in this Agreement will constitute an agreement by Purchaser to assume or be bound by any previous or existing employment agreement or arrangement between Seller and any of its employees (including under any employee benefit plans) or to prevent the Offeror termination of employment of any individual Hired Employee or any change in the Disclosed Information a list of the position of employee benefits provided to any individual Hired Employee following Closing. Accordingly each Hired Employee shall be considered an employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information“at-will.” (e) There exists no collective bargaining The terms and provisions of this Article VIII are for the sole benefit of the Sellers and the Purchaser. Nothing contained herein, expressed or implied, (i) shall be construed to establish, amend, or modify any Employee Benefit Plan, any Purchaser Plan, or any other benefit plan, program, agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract hasarrangement, subject to the knowledge Purchaser’s compliance with the provisions of CazaArticle VIII, been directly (ii) shall alter or indirectly requested by any employee limit the ability of the Purchaser or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employeesrespective Affiliates to amend, except as disclosed in the Disclosure Letter. Caza has not received modify or terminate any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involvingPurchaser Plan, or any pending petitions for recognition ofother benefit or employment plan, a labour union program, agreement or association as arrangement after the exclusive bargaining agent forClosing Date, (iii) is intended to confer or shall confer upon any current or former employee any right to employment or continued employment, or where the purpose constitute or create an employment agreement with any Hired Employee, or (iv) is intended to organize, confer or shall confer upon any group individual or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation legal representative of any individual (including employees, retirees, or dependents or beneficiaries of employees or retirees, and collective bargaining agents or representatives) any right as a third- party beneficiary of Cazathis Agreement. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There For a period of up to forty-five (45) days after the Closing, subject to extension by written consent of Buyer and Seller (the “Employee Transition Period”), Seller will use all reasonable efforts to retain the U. S. Employees and lease such employees to Buyer to conduct the Business as provided in an Employee Transition Services Agreement on terms reasonably satisfactory to Buyer and Seller and entered into prior to Closing (the “Employee Transition Agreement”). The Employee Transition Agreement will provide that Buyer will reimburse Seller for all U.S. Employees’ wages, salary, commission, and other employee compensation and benefits (including any vacation taken to the extent of any accrual included in the Final Net Book Value but excluding any severance payments except as provided in Section 6.11(d)) incurred during the Employee Transition Period and for all other liabilities associated with such U.S. Employees during the Employee Transition Period of the type for which Buyer would be responsible had Buyer hired such U.S. Employees as of the Closing. The Employee Transition Agreement will also provide that Seller, during the Employee Transition Period, (i) will use commercially reasonable efforts to maintain the relationships with the U.S. Employees and (ii) not take any actions with respect to the U.S. Employees that if taken between the date hereof and the Closing Date would be prohibited by Section 6.1(b)(i) (but only as it incorporates Section 4.5(k) and Section 4.5(l) as it relates to Section 4.5(k) and only from the date of the Closing and not from the date of the Latest Balance Sheet). The performance by Seller of its obligations to Buyer under the Employee Transition Services Agreement shall not be any amounts payable prohibited by Caza or any violate Seller’s obligations under Sections 6.3 and 6.8. Prior to the Closing, Buyer and Seller agree to make such changes as may be required to the Mutual Transition Services Agreement to account for the Employee Transition Agreement during the Employee Transition Period. Notwithstanding the foregoing, Buyer will use all reasonable efforts to put in place the benefit plans required under this Section 6.11 to be in place at the end of the Caza Subsidiaries Employee Transition Period prior to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Cazathe Closing. (b) Except as disclosed in the Disclosure Letter, there are no accrued bonuses payable to any officers, directors, employees or consultants of Caza or any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed Immediately prior to the Offeror in the Disclosed Information a list end of the position Employee Transition Period, Seller will terminate the employment of each employee U.S. Employee. Five Business Days prior to the end of Caza and a summary the Employee Transition Period, Seller will deliver to Buyer an updated Employee List setting forth the information required by Section 4.20(l) as of each such employees’ salary. Since December fifteen Business Days prior to the end of the Employee Transition Period, rather than as of March 31, 20152014, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.each U.S.

Employment Matters. (a) There will not be any amounts payable by Caza Schedule 5.08(a) provided confidentially to Buyer lists the employees of Parent or any of its Affiliates who have been performing services primarily for the Caza Subsidiaries to its Business (the “Business Employees”), with their location, base salary or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus paymentshourly wage rate and incentive compensation opportunities (including bonuses and/or commissions). Buyer may, in each caseits sole discretion, elect to offer at-will employment to certain of the Business Employees (the “Designated Employees”) on a change or prior to the Closing Date on such Designated Employee’s existing terms and conditions (including location) of control employment (subject to Section 5.08(b)). Parent and its Affiliates agree to cooperate with Buyer and use commercially reasonable best efforts to cause the Designated Employees to make available their employment services to Buyer. Parent and its Affiliates hereby consent to the hiring of Cazasuch Designated Employees by Buyer and waive any claims or rights Parent or its Affiliates may have against Buyer or any such Designated Employees under any non-competition, confidentiality or employment agreement arising out of or relating to the employment by Buyer of such Designated Employees with respect to the Business. Designated Employees who accept employment by Buyer are referred to herein as “Transferred Employees.” (b) Except For a period of not less than twelve (12) months after the Closing Date, Buyer shall provide, or shall cause to be provided, to each Transferred Employee, (i) a base salary or regular hourly wage, as disclosed in applicable, that is not less than the Disclosure Letterbase salary or regular hourly wage, there as applicable, provided to such Transferred Employee as of immediately prior to the Closing Date, (ii) aggregate cash incentive opportunities (including bonuses and/or commissions) that are no accrued bonuses payable less favorable than the aggregate cash incentive and/or commissions opportunities provided to any officerssuch Transferred Employee immediately prior to the Closing Date, directorsand (iii) employee and fringe benefits (including health, welfare, 401(k) and severance benefits, but excluding compensatory equity awards, change in control benefits, and retention benefits) that are substantially similar to those provided to similarly situated employees of Buyer or consultants of Caza or any of its subsidiariesAffiliates. (c) The Disclosure Letter contains Effective as of the Closing and thereafter, Buyer shall recognize, or shall cause to be recognized, each Transferred Employee’s employment or service with Sellers and their Affiliates (including any current or former Affiliate of Sellers or any predecessor of Seller or an applicable Affiliate) prior to the Closing for all purposes under employee benefit plans maintained by Buyer and its Affiliates, including for determining, as applicable, eligibility for participation, vesting and entitlement of the Transferred Employee under all employee benefit plans maintained by Buyer and its Affiliates, including vacation plans or arrangements, 401(k) or other retirement plans and any severance or welfare plans, except to the extent such recognition would result in a schedule containing a list duplication of all executive officers benefits. In addition, and without limiting the generality of Caza the foregoing, effective as of the Closing and thereafter, Buyer and its Affiliates shall cause any pre-existing conditions or limitations, eligibility waiting periods, actively at work requirements, evidence of insurability requirements or required physical examinations under any health or similar plan of Buyer or an Affiliate of Buyer to be waived with respect to Transferred Employees and their eligible dependents, except to the extent that any waiting period, exclusions or requirements still applied to such officers who will resign their respective positions effective at Transferred Employee under the Effective Timecomparable employee benefit plan in which such Transferred Employee participated immediately before the Closing. (d) Caza has disclosed to The provisions of this Section 5.08 are solely for the Offeror in the Disclosed Information a list benefit of the position of each employee of Caza respective parties to this Agreement and a summary of each such employees’ salary. Since December 31nothing in this Section 5.08, 2015express or implied, Caza has not authorized the payment of shall confer upon any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement employee, consultant, manager or other labour union contract applicable service provider (or any dependent, successor, legal representative or beneficiary thereof), any rights or remedies, including any right to continuance of employment or any employees of Caza and no such agreement other service relationship with Buyer or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involvingAffiliates, or any pending petitions for recognition ofright to compensation or benefits of any nature or kind whatsoever under this Agreement. Nothing in this Section 5.08, a labour union express or association as the exclusive bargaining agent forimplied, shall be: (i) an amendment or deemed amendment of any plan providing benefits to any employee, or where (ii) construed to interfere with the purpose is right of Buyer or its Affiliates to organize, terminate the employment or other service relationship of any group or groups of its employees. There is not currently pendingthe Transferred Employees at any time, with regard to or without cause, or restrict any such entity in the exercise of their independent business judgment in modifying any of the terms and conditions of the employment or other service arrangement of the Transferred Employees, or (iii) deemed to obligate any Buyer or its facilitiesAffiliates to adopt, enter into or maintain any proceedings before the applicable Governmental Authority wherein employee benefit plan or other compensatory plan, program or arrangement at any labour organization is seeking representation of any employees of Cazatime. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (ai) There will not be any amounts payable by Caza or any Section 3.1(dd) of the Caza Subsidiaries Nomad Disclosure Letter sets out a true and complete list of all employees of the Company and its subsidiaries, date of hire/cumulative length of service, term of contract (if fixed), position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are unionized or subject to a written employment Contract as well as a list of all former employees of the Company to whom the Company or its subsidiaries has or their respective officersmay have any outstanding obligations, directors, employees or consultants for severance or termination pay upon termination indicating the nature and the value of employment, or for retention or bonus payments, in each case, on a change of control of Caza. (b) such obligations. Except as disclosed in Section 3.1(dd) of the Nomad Disclosure Letter, there are no accrued bonuses payable employee of the Company or its subsidiaries has any agreement as to any officerslength of notice or severance payment required to terminate his or her employment, directors, other than such as results by Law from the employment of an employee without an agreement as to notice or severance. All written Contracts in relation to the employees or consultants listed in Section 3.1(dd) of Caza or any of its subsidiariesthe Nomad Disclosure Letter have been provided to the Purchaser. (cii) The Section 3.1(dd) of the Nomad Disclosure Letter contains a schedule containing a correct and complete list of each independent contractor currently engaged by the Company or its subsidiaries including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all executive officers such independent contractor Contracts that provide for base fees in excess of Caza US$75,000 per annum have been provided to the Purchaser. Each independent contractor of the Company and its subsidiaries has been properly classified as an independent contractor and neither the Company nor any of its subsidiaries has received any notice from any Governmental Authority disputing such officers who will resign their respective positions effective at the Effective Timeclassification. (diii) Caza has disclosed to Except as set out in Section 3.1(dd) of the Offeror Nomad Disclosure Letter or in the Disclosed Information Nomad Public Disclosure Record, neither the Company nor any of its subsidiaries is a list party to or bound or governed by, or subject to: (A) any employment, consulting, retention or change of control agreement with, or any written or oral agreement, arrangement or understanding providing for retention, severance or termination payments to, any officer, employee or consultant of the Company or its subsidiaries in connection with the termination of their position or their employment as a direct result of each employee a change in control of Caza and the Company (including as a summary result of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed InformationArrangement). (eB) There exists no any collective bargaining agreement or other labour union contract applicable to agreement, or any employees of Caza and no such agreement or contract hasactual or, to the knowledge of Cazathe Company, been directly threatened application for certification or indirectly requested by bargaining rights in respect of the Company or its subsidiaries; (C) any employee labour dispute, strike or group of lock-out relating to or involving any employees of Cazathe Company or its subsidiaries; or (D) any actual or, nor has there been any discussion to the knowledge of the Company, threatened material claim against the Company or its subsidiaries arising out of or in connection with respect thereto by management employment or consulting relationship or the termination thereof. Complete and correct copies of Caza with any the agreements, arrangements and understandings referred to in paragraphs (A) and (B) of its employees, except as disclosed this Section 3.1(dd) are included in the Disclosure Letter. Caza Nomad Diligence Information. (iv) The Company has not received any written notification of and is not engaged in any unfair labour practice charges and no unfair labour practice complaint, grievance or complaints arbitration proceeding is pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees or, to the knowledge of Cazathe Company, and Caza is not aware of any such threatened charges or claimsagainst the Company. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will Prior to Closing, Seller shall from time to time provide to Purchaser, to the extent permitted by applicable Law, an updated Employee Census (but in no event shall an updated Employee Census be provided more than two (2) times prior to Closing as long as an updated Employee Census is provided reasonably close to the Closing Date allowing reasonably sufficient time for Purchaser to review), that includes the names of the employees that are primarily involved in the Business (which, for the avoidance of doubt, unless otherwise agreed upon by Seller and Purchaser, shall not be any amounts payable by Caza include employees of Seller or any of its Subsidiaries or Affiliates that hold positions serving primarily executive or general and administrative functions that are not exclusive to the Caza Subsidiaries Business); provided that any Employee Census delivered to Purchaser pursuant to this Section 8.02(a) shall include the Acquired Company that employs such employee, location of employment (city and country), country through which such employee’s payroll is run, status as active or inactive (including layoff status), current annual/hourly rate of salary and target annual bonus/commission, accrued but unused sick and vacation leave or paid time off, whether such employee is a temporary employee, whether such employee is an expatriate, whether such employee is full time or part time, date of hire, length of service, job title, group and function, and business unit (provided that the foregoing information may be adjusted or deleted by Seller to the extent consistent with local Law requirements or practices or to the extent such information is inapplicable to employees in a jurisdiction). The Parties acknowledge and agree that Seller shall use commercially reasonable efforts to maintain the accuracy of the Employee Census, including as a result of employee terminations, transfers (within Seller or the Acquired Companies), new hires; provided that the Employee Census shall not be deemed inaccurate for purposes of this Agreement due to inadvertent errors or omissions of non-executive employees which do not, in the aggregate, exceed a de minimis amount, so long as Seller corrects such errors or omissions within a reasonable time after discovery thereof. Purchaser shall use commercially reasonable efforts to cause each employee of the Acquired Companies immediately prior to the Closing to continue in employment with Purchaser and its or Affiliates (including the Acquired Companies) immediately following the Closing (such employees, the “Continuing Employees”). Following the Closing, Purchaser shall honor and perform in accordance with their respective officersterms all Plans, directorsincluding without limitation, employees or consultants for severance or termination pay upon termination of all employment, or for retention or bonus paymentsseverance, bonus, transaction incentive and other compensation agreements. Prior to the Closing and no later than the deadline set forth in each caseany Plan, on a change of control of Cazathe Company shall use commercially reasonable efforts to deliver any and all notices required under any Plan to the Continuing Employees with respect to the transactions contemplated by this Agreement. (b) Except For a period of not less than eighteen (18) months after the Closing Date, Purchaser and its Affiliates shall provide, or shall cause the Acquired Companies to provide, to each Continuing Employee that remains in service to an Acquired Company, (i) a base salary or regular hourly wage, as disclosed applicable, and bonus opportunity that, when taken as a whole, and (ii) employee benefits (including health, welfare, retirement and severance benefits) that, when clauses (i) and (ii) are taken together, are substantially equivalent, in the Disclosure Letteraggregate, there are no accrued bonuses payable to those provided to such Continuing Employee as of the date of this Agreement; provided that, except as may be prohibited by applicable Law, the terms of any Plan or any contractual obligation of Purchaser or its Affiliates (including the Acquired Companies) to any officersContinuing Employee, directors, employees Purchaser and its Affiliates may modify such compensation and benefits as appropriate to reflect any material adverse developments in or consultants affecting the Business occurring after the date of Caza or any of its subsidiariesthis Agreement. (c) Effective as of the Closing and thereafter, Purchaser and its Affiliates shall recognize, or shall cause the Acquired Companies to recognize, each Continuing Employee’s continuous employment or service with the Acquired Companies (including any current or former Affiliate of the Acquired Companies or any predecessor of the Acquired Companies) prior to the Closing for purposes of determining, as applicable, eligibility for participation and vesting of the Continuing Employee under all employee benefit plans maintained by the Acquired Companies, Purchaser or an Affiliate of Purchaser, including vacation plans or arrangements, 401(k) or other retirement plans and any severance or welfare plans, except to the extent such recognition would result in a duplication of benefits. For the avoidance of doubt, in respect of any Plan that provides for any “defined benefit” accruals and calculations, the service credit shall apply with respect to eligibility and not for purposes of benefit accrual calculations. In addition, and without limiting the generality of the foregoing, effective as of the Closing and thereafter, to the extent Purchaser is permitted by Law and the terms of the applicable benefit plan, Purchaser and its Affiliates shall, or shall cause the Acquired Companies to use reasonable best efforts to, (i) cause any pre-existing conditions or limitations, eligibility waiting periods, evidence of insurability requirements or required physical examinations under any health or similar plan of the Acquired Companies, Purchaser or an Affiliate of Purchaser to be waived with respect to Continuing Employees and their eligible dependents, except to the extent that any waiting period, exclusions or requirements still applied to such Continuing Employee under the comparable Plan in which such Continuing Employee participated immediately before the Closing, and (ii) to the extent applicable and comparable, fully credit each Continuing Employee with all deductible payments, co-payments and other out-of-pocket expenses incurred and paid by such Continuing Employee and his or her covered dependents under the medical, dental, pharmaceutical or vision benefit plans of the Acquired Companies or their Affiliates prior to the Closing during the plan year in which the Closing occurs for the purpose of determining the extent to which such Continuing Employee has satisfied the deductible, co-payments, or maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for such plan year under any medical, dental, pharmaceutical or vision benefit plan of the Acquired Companies, Purchaser or an Affiliate of Purchaser in which such Continuing Employees are eligible to participate in after the Closing, as if such amounts had been paid in accordance with such plan. The Disclosure Letter contains Seller and Acquired Companies shall ensure that, pursuant to Section 12.2 of the Caesar’s Entertainment Corporation Savings & Retirement Plan (the “Caesars 401(k) Plan”), the status of any Acquired Company as a schedule containing Participating Employer in the Caesars 401(k) Plan under Section 12.1 of the Caesars 401(k) Plan will be automatically terminated upon the Closing as a list result of such Acquired Company ceasing to be an Affiliate (as defined under Section 1.3 of the Caesars 401(k) Plan), and the Acquired Companies shall take all executive officers other steps necessary to terminate participation in the Caesars 401(k) Plan as of Caza and such officers who will resign their respective positions effective at the Effective TimeClosing. (d) Caza has disclosed Purchaser and Seller shall, and shall cause their respective Affiliates to, cooperate to take all steps, on a timely basis, as are required under applicable Law to notify or consult with employees, employee representatives, trade unions notices or works councils notices, information sharing or other similar obligations required in connection with the transactions contemplated by this Agreement and, to the Offeror in extent permitted by applicable Law, provide the Disclosed Information a list other party hereto with all information reasonably necessary for satisfaction of the position of each its notice, information sharing or other similar obligations to employees, employee of Caza and a summary of each such employees’ salary. Since December 31representatives, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Informationtrade unions or works councils. (e) There exists no collective bargaining agreement No provision of this Agreement shall (i) create any third-party beneficiary or other labour union contract applicable to rights in any employees current or former employee, director or other service provider of Caza and no such agreement the Company, or contract has(ii) be construed as an amendment, to the knowledge of Caza, been directly waiver or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification creation of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claimsPlan. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There Schedule 2.26(a) sets forth, (i) with respect to each Current Employee (including any Employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, including disability, family or other leave, sick leave or on layoff status subject to recall) (A) the name of such Employee and the date as of which such Employee was originally hired by the Company, and whether the Employee is on an active or inactive status; (B) such Employee’s title and job function; (C) such Employee’s annualized compensation as of the date of this Agreement, including base salary, vacation and/or paid time off accrual amounts, bonus and/or commission accrual and potential, severance pay accrual and potential, and any other forms of compensation whether accrued or potential; (D) whether such Employee is fully available to perform the essential functions of his or her job with reasonable accommodation because of a qualified disability, or because of other leave and, if applicable, the type of leave (e.g., disability, workers compensation, family or other leave protected by applicable Law) and the anticipated date of return to full service; (E) the Company facility at which such Employee is deemed to be located; (F) each current Company Employee Plan in which such Employee participates or is eligible to participate; and (G) any Governmental Authorization, permit or license that is held by such Employee and that is used in connection with the Company’s business, (ii) whether such Employee has executed the Company’s standard form nondisclosure, confidentiality and assignment of inventions agreement and (iii) each Employee who, to the Company’s Knowledge, has been convicted of, or pleaded guilty or no contest to, any felony. (b) Schedule 2.26(b) contains a list of individuals who are currently performing services for the Company and are classified as “consultants” or “contract labor” or “independent contractors,” the respective compensation of each such “consultant” or “contract laborer” or “independent contractor” and whether the Company is party to a consulting or contract labor or independent contractor agreement with the individual. Any such agreements have been delivered to Parent and are set forth on Schedule 2.26(b). (c) Schedule 2.26(c)(i) lists each Employment Agreement. The Company has delivered to Parent a copy of each Employment Agreement and any amendment thereto. The Company has not obligated itself, by contract or otherwise, to provide to Current Employees any form or period of notice prior to terminating the employment of any of its Current Employees that is different from the form or period required by applicable Law. (d) The Company has delivered to Parent copies of all employee manuals and handbooks and employment policy statements, all of which complied at all relevant times with applicable Law. (i) None of the Current Employees has given the Company written notice terminating his or her employment with the Company, or terminating his or her employment upon a sale of, or business combination relating to the Company or in connection with the Transactions; (ii) the Company does not have a present intention to terminate the employment of any Current Employee; (iii) to the Company’s Knowledge, no Current Employee, consultant or contractor is a party to or is bound by any employment agreement, patent disclosure agreement, non-competition agreement, any other restrictive covenant or other agreement with any Person, or subject to any judgment, decree or order of any court or administrative agency, any of which would reasonably be expected to have a material adverse effect in any way on (A) the performance by such Current Employee, consultant or contractor of any of his or her duties or responsibilities for the Company, or (B) the Company’s business or operations; (iv) to the Company’s Knowledge, no Current Employee, contractor or consultant is in violation of any term of any employment agreement, invention assignment agreement, non-competition agreement, or any other restrictive covenant to a former employer or entity relating to the right of any such Current Employee, contractor or consultant to be employed or retained by the Company; and (v) the Company is not and has not ever been engaged in any dispute or litigation with any Employee regarding intellectual property matters. (f) The Company is not presently, nor has it been in the past, a party to or bound by any union contract or agreement, collective bargaining agreement or similar agreement. The Company does not Know of any activities or proceedings of any labor union to organize any Current Employees. (g) Schedule 2.26(g) sets forth a list of every severance pay practice, policy, agreement, plan and program of the Company (each, a “Severance Plan”). The Company has made available to Parent with respect to each such Severance Plan, as applicable (i) a true, correct and complete copy thereof and all amendments thereto, and (ii) all trust agreements, investment management agreements and other agreements in relation thereto. All such Severance Plans have been operated and administered in compliance with their respective terms and all applicable Law (including without limitation the Labor Standards Act and the Guarantee of Workers’ Retirement Benefits Act of the Republic of Korea). Except for the Severance Plans identified in Schedule 2.26(g), the Company is not liable for any severance pay, bonus compensation, acceleration of payment or vesting of any equity interest, or other payments (other than accrued salary, vacation, or other paid time off in accordance with the Company’s policies) to any Employee arising from the termination of employment under any benefit or severance practice, policy, agreement, plan, program of the Company, applicable Law or otherwise. As a result of or in connection with the Transactions, the Company will not be have (i) any amounts payable by Caza liability under any benefit or severance policy, practice, agreement, plan, program, or Law applicable thereto, including severance pay, bonus compensation or similar payment, or (ii) to accelerate the time of payment or vesting, or increase the amount of or otherwise enhance any benefit due any Employee. Accordingly, as of the Closing Date, the Company will have satisfied in full all of its obligations to all Employees, consultants and/or contractors for any severance pay, accelerated vesting, or any of the Caza Subsidiaries to its or their respective officersother payments whatsoever. (h) The Company has been and is in compliance, directorsin all material respects, employees or consultants for severance or termination pay upon termination with all applicable Laws and agreements respecting employment, employment practices, employee benefits, terms and conditions of employment, or for retention or bonus paymentsimmigration matters, labor matters, and wages and hours, in each case, on a change of control of Caza. (b) Except as disclosed in with respect to its Employees and, to the Disclosure LetterCompany’s Knowledge, there are no accrued bonuses payable allegations to any officers, directors, employees or consultants of Caza or any of its subsidiariesthe contrary. (ci) There are no demands or claims pending or, to the Company’s Knowledge, threatened, before any Governmental Entity by any Employees for compensation, pending severance benefits, vacation time, unpaid meal or rest breaks, vacation pay or pension benefits, or any other claim threatened or pending before any Governmental Entity from any Employee or any other Person arising out of the Company’s status as employer or joint employer, whether in the form of claims for employment discrimination, harassment, retaliation, unfair labor practices, grievances, wrongful discharge, wage and hour violations, breach of contract, unfair business practice, tort, unfair competition or otherwise. In addition, there are no pending or threatened claims or actions against the Company under any workers compensation policy or long-term disability policy, nor, to the Knowledge of the Company, is there any reasonable basis therefor. The Disclosure Letter contains a schedule containing a list of Company has complied with and is in compliance with all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Timeapplicable workers compensation Laws in all material respects. (dj) Caza has disclosed The Company and, to the Offeror Company’s Knowledge, each Current Employee is in compliance with all applicable visa and work permit requirements, and no visa or work permit held by a Current Employee will expire during the Disclosed Information a list six-month period beginning on the date of this Agreement. (k) The Company has entered into blanket wage arrangements with each of the position Current Employees, pursuant to which their annual salary includes a predetermined amount of each employee meal allowance, car allowance, overtime allowance and nighttime work allowance (together, the “Blanket Allowances”). Schedule 2.26(k) sets forth all allowances paid to Employees for the past five years, other than the Blanket Allowances (“Allowances”), broken down by categories of Caza Allowance, and a summary whether such Allowances are required by applicable Law or arise from policy and practice of each such employees’ salarythe Company. Since December 31The Company properly accounted for all Allowances in wages for tax purposes, 2015, Caza and as required by Korean GAAP. The Company has not authorized properly withheld all amounts it was required to withhold with respect to the payment of any extraordinary compensation that Allowances and Blanket Allowances. The Company has not been disclosed withheld or failed to the Offeror in the Disclosed Informationpay any Allowances or Blanket Allowances required by applicable Law. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will Purchaser (or its respective Affiliates) shall offer employment to each Key Employee who is not an Automatically Transferred Employee and may, at its election, offer employment to those other Business Employees as Purchaser (or its respective Affiliates) may deem desirable or in its best interests to hire, but shall not be obligated to offer employment to any amounts payable by Caza Business Employees other than Key Employees and Automatically Transferred Employees. Each such offer shall be (i) at the same general location (other than for the three Business Employees located in San Jose, California who will receive offers to work in San Diego), (ii) at the same or superior base salary or base wage rate, (iii) with eligibility for a retention bonus, (iv) with a restricted stock unit award and (v) the benefits programs currently offered to employees of Purchaser in the applicable jurisdiction. From the date hereof through the Closing, Seller shall cooperate with and, subject to the prior review and approval of Seller, which shall not be unreasonably withheld, permit Purchaser to communicate in writing with the Business Employees, at reasonable times and upon reasonable notice, concerning Purchaser’s plans, operations and general personnel matters and to interview the Business Employees and review the personnel records and such other information concerning the Business Employees as Purchaser may reasonably request (subject to obtaining any legally required permission and to other applicable Laws). All offers shall be effective as of the Caza Subsidiaries Closing and communicated to its or their respective officers, directors, employees or consultants the Key Employees and to other Business Employees who have been selected within three (3) days of the date of this Agreement. Seller shall remain liable for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Cazaany Business Employees who do not become Transferred Employees. (b) Except The Parties acknowledge and agree that the employment of the Automatically Transferred Employees will transfer to Purchaser by operation of law at the Closing. Effective as disclosed of the Closing, Purchaser shall continue the employment of such Automatically Transferred Employees in substantially similar terms and conditions in the Disclosure Letteraggregate to those in effect with Seller immediately prior to the Closing, there are no accrued bonuses payable and Purchaser shall recognize the service of such Automatically Transferred Employees with Seller for all purposes related to any officerstheir employment with Purchaser, directors, employees or consultants of Caza or any of its subsidiariesin accordance with applicable Laws. (c) The Disclosure Letter contains With respect to any plan that is a schedule containing “welfare benefit plan” (as defined in Section 3(1) of ERISA), or any plan that would be a list “welfare benefit plan” (as defined in Section 3(1) of all executive officers of Caza ERISA) if it were subject to ERISA, maintained by Purchaser or Purchaser’s Affiliate, Purchaser shall cause there to be waived any pre-existing condition and such officers who will resign their respective positions effective at the Effective Timewaiting periods. (d) Caza has disclosed Transferred Employees shall be given credit for the number of years of service with Seller, its Subsidiaries and any predecessor employer for which Seller or its Subsidiaries credited service (in each case excluding credit for service towards Purchaser service awards), to the Offeror same extent as such service was credited for such purpose by Seller, under each plan maintained by Purchaser or Purchaser’s Affiliates in which such Transferred Employees are eligible to participate for purposes of eligibility, vesting and vacation accrual (other than under any equity or quasi-equity compensation plan or under a defined benefit pension plan or which would result in the Disclosed Information a list duplication of benefits accrual for the position same period of each employee of Caza and a summary of each service); provided, such employees’ salary. Since December 31, 2015, Caza has service shall not authorized the payment of any extraordinary compensation that has not been disclosed be recognized to the Offeror extent that such recognition would result in a duplication of benefits or to the Disclosed Informationextent that such service was not recognized under the applicable Benefit Plan of Seller or its Subsidiaries. (e) There exists no collective bargaining agreement or other labour union contract applicable Purchaser shall take all steps necessary to any employees permit each Transferred Employee who has received an eligible rollover distribution (as defined in Section 402(c)(4) of Caza and no such agreement or contract hasthe Code) from the 401(k) plan maintained by Seller, if any, to the knowledge of Cazaroll such eligible rollover distribution, been directly or indirectly requested by including any employee or group of employees of Cazaassociated loans, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification part of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claimslump sum distribution to the extent permitted by the 401(k) plan maintained by Seller into an account under a 401(k) plan maintained by Purchaser. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, The vacation time accrued with regard Seller with respect to any of its facilities, any proceedings before the Automatically Transferred Employee shall be transferred to Purchaser and/or Purchaser’s Affiliates in accordance with applicable Governmental Authority wherein any labour organization is seeking representation of any employees of CazaLaw. (g) Caza is not aware Except for Automatically Transferred Employees, no provision of this Section 5.3 shall create any third party beneficiary or other rights in any Business Employee or former employee in respect of continued or resumed employment in Seller’s Business, or with Purchaser, and no provision of this Section 5.3 shall create any rights in any such persons in respect of any strikesbenefits that may be provided under any plan or arrangement which may be established by Purchaser. Nothing contained herein shall be construed as requiring, work stoppagesand Seller, work slowdowns Purchaser and their Affiliates shall take no action that would have the effect of requiring, Seller, Purchaser or lockouts nor their Affiliates to continue any specific Seller Employee Plan. The provisions of this Section 5.3 are for the sole benefit of Seller and Purchaser and nothing in this Section 5.3, expressed or implied, is intended or shall be construed to constitute an amendment of any threats thereof, by Seller Employee Plan or with respect any plan maintained Purchaser or its Affiliate (or an undertaking to amend any such plan) or other compensation and benefits plan maintained for or provided to Seller employees or any employees of its employeesSubsidiaries, including Transferred Employees, prior to, on or following the Closing.

Employment Matters. (ai) There will The Corporation has provided the Investor with a correct and complete list (the "Employment Information") of: (A) each employee of the Caza Group (collectively, the "Employees") as well as each director, independent contractor, consultant and agent of the Caza Group who currently provides executive services to the administration, operation, maintenance and management of the Caza Group, whether actively at work or not, their salaries, wage rates, commissions and consulting fees, bonus arrangements, benefits, positions, ages, status as full-time or part-time employees, location of employment and length of service; (B) advice regarding office space and shared Employee services at its Vancouver office costing approximately $15,000 per month, and, at its Mexican office costing approximately $5,500 per month; (C) all arrangements for severance (whether or not be any amounts payable by Caza above statutory payments) in relation to Mexico operations; (D) each written employment practice or policy operated in relation to any of the Employees or any group of them, whether contractual, customary or discretionary; and the Corporation confirms that there are no: (E) Employees currently on leave; (F) arrangements or practices of the Caza Subsidiaries to its Group regarding redundancy or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each casewhether contractual, on a change of control of Caza. (b) Except as disclosed in customary or discretionary, above the Disclosure Letter, there are no accrued bonuses payable to any officers, directors, employees or consultants of Caza or any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employeesstatutory payment, except as disclosed in the Disclosure Letter. Employment Information; and (G) collective bargaining agreements, labour contracts, letters of understanding, letters of intent, voluntary recognition agreements or legally binding commitments or written communications to any labour union, trade union or employee organization or group which may qualify as a trade union in respect of or affecting employees or independent contractors. (ii) On the Closing Date, no member of the Caza Group will employ or have any obligation to employ, re-employ or have seconded to it any person other than the persons the particulars of whom are referred to in Section (n)(i) above. (iii) Except as set out in the Employment Information, there are no obligations towards Employees, and no Employee or former Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results by applicable Law from the employment of an employee without an agreement as to notice or severance. (iv) All amounts due or accrued for all salary, wages, bonuses, commissions, vacation with pay, and other employee benefits in respect of Employees who have been paid and are accurately reflected in the books and records of the Caza Group. (v) The Caza Group is in compliance with all material terms and conditions of employment and in all material respects with all applicable Laws respecting employment, including employment standards, human rights, labour relations works compensation, pay equity, and occupational health and safety, and there are no outstanding claims, complaints, investigations or orders under any such applicable Laws. (vi) The Caza Group has not received any written notification of engaged in any unfair labour practice charges and no unfair labour practice complaint, grievance or complaints arbitration proceeding is pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees or, to the knowledge of Cazathe Corporation, and threatened against the Caza is not aware of any such threatened charges or claimsGroup. (fvii) There is no strike, labour dispute, work slowdown or stoppage pending or threatened against the Caza Group nor has there been any such strike, labour dispute, work slowdown or stoppage within the last three (3) years. (viii) The Caza Group has not paid nor will it be required to pay any bonus, fee, distribution, remuneration or other compensation to any Person (other than salaries, wages or bonuses paid or payable to Employees in the ordinary course of business in accordance with current compensation levels and practices as set out in the Employment Information) as a result of the transactions contemplated by this Agreement or otherwise. Furthermore, other than as specifically has been disclosed in writing to the Investor, there is no term of employment for any Employee of any member of the Caza Group which provides that a change of control, direct or indirect, of any member of the Caza Group entitles the Employee to treat the change of control as amounting to a breach of the relevant contract or entitling him or her to any payment, additional period of notice or other benefit whatsoever or entitling him to treat himself as redundant or otherwise dismissed or released from any obligation. (ix) There are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing pursuant to any workers' compensation legislation and the Caza Group has not been reassessed in any material respect under such legislation and, to the knowledge of the Corporation, no audit of any member of the Caza Group is currently being performed pursuant to any applicable worker's compensation legislation. There are no disputes or potential disputes which may materially adversely affect the accident cost experience of the Caza Group. (x) There are no outstanding, current, or, to the knowledge of the Corporation, pending or threatened charges, investigations or orders under any applicable Laws that relate to the Employees (including, without limitation, Laws regarding occupational health and safety). The Caza Group has complied with all such Applicable Laws and there have been no such charges, investigations or orders during the past three (3) years. (xi) The Caza Group is not a party to any actual, pending or threatened disputes under any applicable Law relating to Employees or former Employees nor is the Corporation aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose nor is to organizethere, any group factual or groups of its employeeslegal basis on which any such dispute might be commenced. There is not currently pending, with regard are no outstanding decisions or settlements or pending settlements which place or may place any obligation upon the Caza Group to do or to refrain from any actions in relation to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of CazaEmployees. (gxii) Caza is not aware To the knowledge of the Corporation, none of the Employees are in violation of any strikesnon- competition, work stoppagesnon-solicitation, work slowdowns non-disclosure or lockouts nor of any threats thereof, by or similar agreement with respect to any of its employeesthird party.

Employment Matters. (a) There will not be any amounts payable by Caza Prior to the date of this Agreement Buyer or any its designee has offered employment to those employees of Seller or its Affiliates listed on Schedule 5.6(a) (such employees, the “Eligible Employees”). With respect to those employees that accept such offer of employment (the “Transferred Employees”), effective as of the Caza Subsidiaries Closing, Seller or its applicable Affiliate shall take such actions as may be necessary to terminate the employment of each such Transferred Employee, and each Transferred Employee shall cease to be an employee of Seller and shall become an employee of Buyer or its designee, effective as of such time. Buyer or their respective officers, directors, employees or consultants for severance or termination pay upon termination its designee’s employment of employment, or for retention or bonus payments, in each case, any Transferred Employee shall be on a change of control of Caza“at-will” basis. (b) Except as disclosed During the period commencing on the Closing Date and ending on the date which is [**] from the Closing (or if earlier, the date of the Transferred Employee’s termination of employment with Buyer or its designee), Buyer shall, or shall cause its designee to, provide each Transferred Employee with: (i) base salary or hourly wages which are no less than the base salary or hourly wages provided by Seller immediately prior to the Closing; (ii) target bonus opportunities (excluding equity-based compensation), if any, which are no less favorable than the target bonus opportunities (excluding equity-based compensation) provided by Seller immediately prior to the Closing; (iii) retirement and welfare benefits that are no less favorable in the Disclosure Letteraggregate than those provided by Seller immediately prior to the Closing; and (iv) severance benefits that are the better of (A) the Seller’s practice, there are no accrued bonuses payable plan or policy in effect for such Transferred Employee immediately prior to the Closing or (B) those provided under Buyer’s severance practice, plan or policy. With respect to any officersemployee benefit plan maintained by Buyer or its designee for the benefit of any Transferred Employee, directorseffective as of the Closing, employees Buyer shall, or consultants shall cause its designee to, recognize all service of Caza the Transferred Employees with Seller, as if such service were with Buyer, for vesting, eligibility and accrual purposes; provided, however, such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits or (y) such service was not recognized under the corresponding benefit plan. Buyer and Seller intend that the transactions contemplated by this Agreement should not constitute a separation, termination or severance of employment of any Transferred Employee, and that each such Transferred Employee will have continuous employment immediately before and immediately after the Closing. Buyer shall be liable and hold the Seller harmless for: (A) any statutory, common law, contractual or other severance with respect to any Transferred Employee; and (ii) any claims relating to the employment of its subsidiariesany Transferred Employee arising in connection with or following the Closing. (c) The Disclosure Letter contains a schedule containing a list Seller shall be liable for, and shall promptly pay, all wages, salaries, bonuses, fees, commissions, payroll Taxes and employee benefits, including accrued vacation pay or time off, due, owing or accrued for all Transferred Employee prior to the Closing Date. In particular, Seller shall provide and continue to provide all continuation coverage under its, or its Affiliates’, group health plans required by ERISA, the Code and other applicable Law for employees that are terminated by Seller or its Affiliate and do not accept an offer of employment with Buyer or its designee pursuant to Section 5.6(a). Buyer (or its designee) shall bear all executive officers the liabilities, obligations and costs relating to, and shall indemnify and hold harmless Seller and its Affiliates from and against any claims relating to the employment of Caza and such officers who will resign their respective positions effective at any Transferred Employee after the Effective TimeClosing, including in respect of any act or omission relating to the employment of any Transferred Employee after the Closing. (d) Caza has disclosed Nothing in this Section 5.6, express or implied, is intended to or shall confer upon any Person other than the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31parties hereto, 2015including any Transferred Employee, Caza has not authorized the payment any right, interest, benefit or remedy of any extraordinary compensation that has not been disclosed to the Offeror nature whatsoever under or by reason of this Agreement, and no Person shall be treated as a third party beneficiary by, in, or under this Agreement or any Related Document. Nothing in the Disclosed Information. (e) There exists no collective bargaining agreement this Agreement shall constitute an amendment or other labour union contract applicable modification to any employees of Caza and no such agreement or contract hasemployee benefit plan, to the knowledge of Cazaprogram, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involvingpolicy, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Cazaarrangement. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not be any amounts payable by Caza During the period commencing on the Closing and ending on the date that is twelve (12) months after the Closing (or if earlier, the date of the Continuing Employee’s termination of employment with Parent and the Parent Subsidiaries), Parent shall, or shall cause a Parent Subsidiary, as applicable, to take the actions specified in Section 7.8(a) of the Company Disclosure Letter and provide each individual who is an employee of the Company or any Company Subsidiary immediately prior to the Company Merger Effective Time and who continues in employment with Parent or any Parent Subsidiary following the Company Merger Effective Time (each, a “Continuing Employee” and collectively, the “Continuing Employees”) with, unless (A) otherwise mutually agreed between Parent and such Continuing Employee or (B) relating to any Continuing Employee who receives a change in control-related severance benefit pursuant to Section 7.8(c), (i) a base salary or base wage rate that is not less than the base salary or base wage rate, as applicable, provided to such Continuing Employee immediately prior to the Closing, (ii) target annual bonus opportunity that is not less than the target annual bonus opportunity provided to such Continuing Employee as of immediately prior to the Closing, and (iii) benefits that are no less favorable, in the aggregate, than those provided to such Continuing Employee immediately prior to the Closing or to similarly situated employees of Parent or a Parent Subsidiary, provided, however, that no post-retirement medical, equity-based compensation, deferred compensation, or retention, change-in-control or other special or non-recurring compensation or benefits provided prior to the Closing shall be taken into account for purposes of Parent’s obligations under this Section 7.8(a). For the avoidance of doubt, nothing in this Agreement shall require Parent or any Parent Subsidiary to employ any Person, nor shall it alter the at-will employment status of any Continuing Employee. (b) Parent shall use, and shall cause the Parent Subsidiaries to use, commercially reasonable efforts to cause each Parent Employee Program in which any Continuing Employee participates that provides health or welfare benefits to (i) waive all limitations as to preexisting conditions, exclusions, waiting periods and service conditions with respect to participation and coverage requirements applicable to Continuing Employees, other than limitations applicable under the corresponding Company Employee Program or to the extent that such preexisting condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Employee Program and (ii) honor any payments, charges and expenses of Continuing Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Company Employee Program in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Parent Employee Program during the calendar year in which the Closing occurs. (c) Parent acknowledges and agrees that the change in control-related severance benefits payable to certain officers and vice presidents of the Caza Company and its Subsidiaries pursuant to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination Section 6(c) of employment, or for retention or bonus paymentsthe employment agreements and Section 1(c) of the change in control agreements, in each case, on as set forth in Section 7.8(c) of the Company Disclosure Letter shall become payable in full as of the Company Merger Effective Time, subject to the terms and conditions thereof (including such officer’s obligation to comply with the covenants described therein and such officer’s execution, timely return and non-revocation of the release of claims described therein (the “Release”)), irrespective of whether the officers or vice presidents party to such agreements are Continuing Employees; provided, however, that such severance benefits shall only become payable if such officer or vice president acknowledges and agrees in writing, in a change of control of Caza. form reasonably prescribed by Pxxxxx (b) Except as disclosed including in the Disclosure LetterRelease if so determined by Parent), there are that such officer or vice president shall have no accrued bonuses payable further right or entitlement to any officersadditional severance payments or benefits from Parent, directors, employees or consultants of Caza the Company or any Subsidiary thereof, and that any provision(s) of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Timeagreements providing for further severance payments or benefits shall cease to have any force or effect. (d) Caza has disclosed Prior to making any broad-based, written communications to the Offeror in the Disclosed Information a list employees of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31Company or any Company Subsidiary (other than any communications consistent in all material respects with prior communications made by the Company or Parent) pertaining to compensation or benefits matters that are affected by the transactions contemplated by this Agreement, 2015the Company shall, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror extent not prohibited by applicable Law, (i) provide Parent with a copy of the intended communication, (ii) give Parent a reasonable period of time to review and comment on the communication and (iii) consider any such comments in the Disclosed Informationgood faith. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza During the Interim Period, the Parent Parties and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in Company and the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of CazaCompany Subsidiaries shall, and Caza is not aware of any such threatened charges or claimsagree to cause their applicable Affiliates to, cooperate with each other to accomplish the matters addressed by this Section 7.8. (f) Caza is not aware Nothing in this Section 7.8 shall (i) confer any rights upon any Person, including any Continuing Employee or former employee of the Company or the Company Subsidiaries, other than the Parties to this Agreement and their respective successors and permitted assigns, (ii) constitute or create an employment agreement or create any currently pending union organizing activities or proceedings involving, right in any Continuing Employee or any pending petitions for recognition of, a labour union other Person to any continued employment or association as the exclusive bargaining agent service with or for, or where to receive any compensation or benefits from, the purpose is Company, the Company Subsidiaries, Parent or the Parent Subsidiaries, (iii) constitute or be treated as an amendment, modification, adoption, suspension or termination of any Company Employee Program or any Parent Employee Program or other benefit plan or program, or (iv) alter or limit the ability of the Company, the Company Subsidiaries, Parent or the Parent Subsidiaries to organizeamend, modify or terminate any group benefit plan, program, policy, agreement or groups of its employees. There is not currently pendingarrangement at any time assumed, with regard to established, sponsored or maintained by any of its facilitiesthem, any proceedings before consistent with the applicable Governmental Authority wherein any labour organization is seeking representation terms of any employees of Cazasuch plan, program, policy, agreement or arrangement. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. Within fourteen days after the date of this Agreement, Purchaser will provide to Seller a list identifying at least 105 of the Available Employees (athe employees identified on such list being referred to in this Agreement as the "Specified Employees"), it being understood that at least 105 of the Specified Employees must be based at the Boulder Facility. Prior to the Closing, on a date mutually agreed by the Parties, Purchaser will extend to each Specified Employee an individualized written offer of employment that, if accepted, would contemplate that such Specified Employee would commence his or her employment with Purchaser on the later of January 1, 2002 or the day after the Closing Date and would provide such Specified Employee with compensation, benefits and terms of employment (including terms relating to job responsibilities) There that in the aggregate are substantially as favorable to such Specified Employee as the compensation, benefits and terms of employment provided by Seller to such Specified Employee immediately prior to the Closing. Each such written offer of employment will include the terms set forth in Sections 1.1, 2.1, 2.2, 3.1, 3.2 and 4 of the Employee Matters Agreement to the extent such terms relate to the Specified Employee to whom such offer is extended. The offers made to the Specified Employees who are based at the Boulder Facility will specify a job location at the Boulder Facility. On the later of January 1, 2002 or the day after the Closing Date, Purchaser will hire each Specified Employee who accepts the written offer of employment extended to such Specified Employee by Purchaser (it being understood that, except as otherwise provided in any individual employment agreement between Purchaser and a Specified Employee, Purchaser will not be obligated to maintain the employment of or the compensation or employee benefits provided to such Specified Employee for any amounts payable by Caza or any of the Caza Subsidiaries to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Cazaspecified period thereafter). (b) Except as disclosed in the Disclosure Letter, there are no accrued bonuses payable to any officers, directors, employees or consultants of Caza or any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There Schedule 5.17 contains a list of: (i) all employees of Sellers who will not become employees of Purchaser, (ii) the monthly that will be any amounts payable by Caza Purchaser to such employees, and (iii) a summary of the benefit such employees are entitled to. As of the Closing Date, except as set forth on Schedule 2.5, there will be no unpaid salary accrued vacation days, unreimbursed expenses or any other amounts owing to such employees. There are no employment, consulting, severance or indemnification arrangements, arrangements which contain change of control provisions, agreements, or understandings between either of Sellers and any officer, director, consultant or employee. Schedule 5.17(a) contains the Caza Subsidiaries to its or their respective names, job descriptions and annual salary rates and other compensation of all officers, directors, employees and consultants of Sellers (including compensation paid or consultants for severance payable by Sellers under Seller retirement plans, the “Plans”), and a list of all employee policies (written or termination pay upon termination otherwise), employee manuals or other written statements of rules or policies concerning employment, including working conditions, vacation and sick leave, a complete copy of each of which (or for retention or bonus paymentsa description, in each case, on a change of control of Cazaif unwritten) has been delivered to Purchaser. (b) Except as disclosed Sellers have materially complied with all applicable employment Laws, including payroll and related obligations, benefits, and social security, and does not have any material obligation in respect of any amount due to employees of Sellers or government agencies, other than normal salary, other fringe benefits and contributions accrued but not payable on the Disclosure Letter, there are no accrued bonuses payable to any officers, directors, employees or consultants of Caza or any of its subsidiariesdate hereof. (c) The Disclosure Letter contains Schedule 5.17(c) sets forth a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a complete list of the position Plans. The Plans shall all be Excluded Liabilities and shall not be assigned to Purchaser. Without limiting the generality of Section 5.9, each Plan has been materially administered in accordance with its terms and applicable Law. With respect to the Plans, (i) no event has occurred and there exists no condition, facts or circumstances, which could give rise to any material liability of Sellers under the terms of such Plans or any applicable Law, (ii) Sellers have paid or accrued all material amounts required under applicable Law and any Plan to be paid as a contribution to each Plan through the date hereof, (iii) Sellers have set aside adequate reserves to meet contributions which are not yet due under any Plan, except for any failure which will not have a Material Adverse Effect, (iv) the fair market value of the assets of each employee of Caza and a summary funded Plan, the liability of each insurer for any Plan funded through insurance or the book reserve established for any Plan, together with accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the Closing Date, with respect to all current and former participants in such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed Plan according to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable actuarial assumptions and valuations most recently used to any employees of Caza determine employee contributions to such Plan and no transaction contemplated by this Agreement shall cause such agreement assets or contract hasinsurance obligations to be less than such benefit obligations, and (v) each Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. On the knowledge of Cazadate hereof, been no Plan has been, (i) terminated, (ii) amended in any manner which would directly or indirectly requested increase the benefits accrued, or which may be accrued, by any employee participant thereunder or group (iii) amended in any manner which would materially increase the cost to Purchaser of employees of Caza, nor has there been maintaining such Plan. No Plan provides retiree medical or retiree insurance benefits to any discussion with respect thereto by management of Caza with any of its employees, except Person. Except as disclosed or identified in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges Schedule 5.17(c), there are no amounts due or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard owing to any employee of its facilitiesSellers for any accrued salary, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Cazaremuneration, compensation and/or benefit, including, without limitation, amounts due for accrued vacation, sick leave or commissions. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not be any amounts payable by Caza or any of the Caza Subsidiaries to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination Klondex shall make offers of employment, effective at the Closing Time, to each of [****], which offers of employment shall be made no later than ten days prior to the Closing Date. [****] shall each have the option to accept or for retention or bonus payments, in each case, on a change reject their respective offer of control of Cazaemployment up to five days prior to the Closing Date. (b) Except As a condition of closing, prior the Closing Date, Shoreline shall have: (i) Terminated, effective prior to the Closing Date, the employment of all its employees other than any employee who tenders his or her resignation effective prior to the Closing Date (each such resigning employee being a "Resigning Employee") and all such terminated Shoreline employees are hereinafter referred to as disclosed "Terminated Employees"; (ii) provided all notice or pay in lieu of notice to all Terminated Employees as is required under all applicable employment agreements with such Terminated Employees and as otherwise required by law; and (iii) paid to all employees of Shoreline all accrued vacation pay, statutory holiday pay, wages, salaries, termination payments (subject to subsection 4.8(c) below), and all other benefits and entitlements accrued up to the Disclosure LetterClosing Date under the applicable employment agreement with each such employee and as otherwise required by law, there are no accrued bonuses payable and Shoreline shall and does hereby indemnify and hold Klondex harmless for all liabilities, obligations and amounts arising from matters during the period commencing on June 23, 2015 and ending on the Closing Date, or in connection with the transactions herein set forth, that may be or become owing by Shoreline, to any officersor all employees of Shoreline including without limitation, directorsall Resigning Employees, employees or consultants of Caza or any of its subsidiariesTerminated Employees, and subject to subsection 4.8(c) hereof, [****]. (c) The Disclosure Letter contains a schedule containing a list Notwithstanding whether or not [****] accepts employment with Klondex pursuant to the offers made in accordance with subsection 4.8(a), Shoreline shall terminate both of their employment contracts effective the Closing Date, however in the event that: (i) [****] accepts his offer of employment with Klondex, Klondex hereby covenants and agrees with Shoreline that Klondex, in satisfaction of Shoreline's obligation under [****] existing employment contract with Shoreline, shall, on closing, pay directly to [****] the termination payment set out in such employment contract in the amount of [****]; and (ii) [****] accepts his offer of employment with Klondex, Klondex hereby covenants and agrees with Shoreline that Klondex, in satisfaction of Shoreline's obligation under [****] existing employment contract with Shoreline, shall on closing, pay directly to [****] the termination payment set out in such employment contract in the amount of [****]; in each case, with such payment being less all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Timerequired deductions. (d) Caza has disclosed In the event that [****] does not accept the offer of employment made by Klondex made pursuant to subsection 4.8(a) hereof, then Klondex shall have no responsibility whatsoever for such non-accepting party's termination payment or any other obligation of Shoreline under the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each applicable employment agreement with such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Informationparty or as otherwise required by law. (e) There exists no collective bargaining agreement or other labour union contract applicable If [****] accepts the offer of employment by Klondex made pursuant to any employees subsection 4.8(a) hereof, Klondex shall recognize such accepting party's length of Caza service with Shoreline and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claimsSan Gold. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. Not: (a) There will not be except as described in the Frankfort First Disclosure Schedule, grant any amounts payable by Caza increase in the rate of pay of any of their employees, except that Frankfort First may review non-officer employee salaries in November or December of 2004 and give raises averaging no more than 5%, consistent with past practices; (b) institute or amend any Employee Benefit Plan, except as expressly contemplated under this Agreement; (c) enter into or modify any written employment arrangement with any Person except as described in Sections 3.11 and 7.2; (d) make any discretionary contributions to any of the Caza Subsidiaries Frankfort First Existing Plans; or (e) make any allocation to its or their respective officersthe account of any participant(s) in any of the Frankfort First Existing Plans, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Caza. (b) Except as disclosed other than in the Disclosure Letternormal course and in accordance with the terms of the relevant Frankfort First Existing Plan or except as expressly contemplated by this Agreement. Notwithstanding anything herein to the contrary, there are no accrued bonuses payable immediately prior to the Effective Time, Frankfort First shall use its best efforts to cause the participants in its Junior Officer Recognition Plan (the "JORP") to agree that the JORP shall be terminated as of the Effective Time, all vesting of awards made prior to the Effective Time shall cease as of the Effective Time and any officers, directors, employees or consultants of Caza or any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective unvested awards shall expire at the Effective Time. (d) Caza has disclosed , provided that in exchange for the termination of unvested awards the Bank may agree to pay such participants in the future a cash payment equal to the Offeror in Cash Value multiplied by the Disclosed Information a list number of shares of Frankfort First Common Stock as to which vesting ceased. Such payments shall be made on the same dates and over the same period of time during which vesting would have continued had the JORP not been terminated, with the amount of each payment equal to the number of shares of Frankfort First Common Stock that would have vested on such date multiplied by the Cash Value, provided the participant continues to be an employee of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized Bank or an Affiliate on the date the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Cazabe made. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There Prior to the Closing, on a date mutually agreed by the Parties, Purchaser will extend to each Specified Employee an individualized written offer of employment that, if accepted, would contemplate that such Specified Employee would commence his or her employment with Purchaser on the day after the Closing Date such that such Specified Employee would not incur any lapse in pay and would provide such Specified Employee with compensation (including base salary and target bonus opportunity as set forth in Schedule 5.3(a), but excluding any equity-based compensation), benefits (including medical, dental, vision, life assurance, short-term disability and long-term disability insurance coverage, benefits under any plan intended to be qualified within the meaning of section 401(a) of the Code that includes a “cash or deferred arrangement” within the meaning of section 401(k) of the Code, and use of automobile vehicles owned or leased by Purchaser) and terms of employment (including terms relating to job responsibilities) that in the aggregate are substantially as favorable to such Specified Employee as the applicable compensation (including base salary and target bonus opportunity as set forth in Schedule 5.3(a)), benefits and terms of employment provided by Seller to such Specified Employee immediately prior to the Closing (a “Comparable Offer”). Any such Comparable Offer shall be conditioned on Purchaser’s standard hiring procedures and on such Specified Employee remaining employed by Seller or an Affiliate of Seller through the Closing Date. To the extent that Purchaser currently bases benefit eligibility or vesting under any of its employee benefits plans on years of service, Specified Employees will receive credit for such employees’ period of employment with Seller, any Affiliate of Seller or any predecessor of Seller or any of its Affiliates (as set forth in Schedule 5.3(a)) for purposes of vesting and eligibility under such plans, including vacation, sick leave and severance benefits; Purchaser shall also provide credit for such employees’ period of employment with Seller, any Affiliate of Seller or any predecessor of Seller or any of its Affiliates (as set forth in Schedule 5.3(a)) for purposes of determining benefit levels and accrual rates under its vacation, sick leave and severance plans. Effective as of the day after the Closing Date, Purchaser will hire each Specified Employee who remains employed by the Seller or an Affiliate of Seller as of the Closing Date and who accepts the Comparable Offer extended to such Specified Employee by Purchaser (it being understood that, except as otherwise provided in any individual employment agreement between Purchaser and a Specified Employee and, subject to Section 5.3(c), Purchaser will not be obligated to maintain the employment of or the compensation or employee benefits provided to such Specified Employee for any amounts payable by Caza or any specified period thereafter). Purchaser shall comply with all applicable provisions of all applicable Legal Requirements in connection with the hiring of the Caza Subsidiaries to its or their respective officersSpecified Employees. On the Closing Date, directors, employees or consultants for severance or termination Seller will pay upon termination each Specified Employee the full amount of employment, or for retention or bonus payments, in each case, on a change such Specified Employee’s accrued time off as of control of Cazathe Closing Date. (b) Except as disclosed in To the Disclosure Letter, there extent any notification or consultation requirements are no accrued bonuses payable imposed by applicable Legal Requirements with regard to any officersSpecified Employees, directors, employees Purchaser and Seller agree to cooperate to ensure that such notification or consultants of Caza or any of its subsidiariesconsultation requirements are completed. (c) The Disclosure Letter contains In the event that Purchaser does not make a schedule containing Comparable Offer to a list Specified Employee or for any reason (other than such Specified Employee not remaining an employee of Seller or an Affiliate of Seller through the Closing Date or committing an act before the Closing Date that constitutes Cause for termination), including as a result of Purchaser’s standard hiring procedures, Purchaser does not hire a Specified Employee who accepts a Comparable Offer and such Specified Employee’s employment with Seller terminates on the Closing Date, Purchaser shall reimburse Seller for any cash severance benefits and medical, dental and vision insurance premiums pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) paid by Seller to or on behalf of such Specified Employee in accordance with the amounts set forth in Schedule 5.3(c) applicable to such Specified Employee within 30 days of receipt of notice from Seller of such payment by Seller. In the event that, within six months after the Closing Date, the employment of any Specified Employee hired by Purchaser either (A) is terminated by Purchaser without Cause or (B) terminates as a result of the compensation, benefits and terms of employment provided in such Specified Employee’s Comparable Offer having been amended or otherwise altered such that the compensation, benefits and terms of employment then applicable to such Specified Employee in the aggregate are not substantially as favorable to such Specified Employee as the compensation, benefits and terms of employment provided by Seller to such Specified Employee immediately prior to the Closing (other than with respect to equity-based compensation), Purchaser shall pay to, or on behalf of, such Specified Employee cash severance benefits and COBRA premiums in accordance with the amounts set forth in Schedule 5.3(c) applicable to such Specified Employee, subject to such Specified Employee’s execution of a general waiver and release of all executive officers of Caza claims against Seller, Purchaser and such officers who will resign their respective positions effective at the Effective TimeAffiliates. (d) Caza has disclosed With respect to each Specified Employee hired by Purchaser, Purchaser shall make a cash bonus payment to such Specified Employee in respect of any such bonus earned by such Specified Employee under Seller’s applicable bonus plan for the Offeror applicable period in 2012 through the Disclosed Information Closing Date (a list “2012 Bonus”). Purchaser shall pay any such 2012 Bonus to each Specified Employee as soon as administratively practicable after Seller notifies Purchaser of the position of each employee of Caza and a summary of each applicable bonus amount for such employees’ salarySpecified Employee, but in no event later than March 15, 2013. Since December 31, 2015, Caza has not authorized the Seller shall reimburse Purchaser for payment of any extraordinary compensation that has such 2012 Bonus within 30 days of receipt of notice from Purchaser of such payment to such Specified Employee. Payment of any 2012 Bonus to a Specified Employee shall not been disclosed be subject to the Offeror in the Disclosed Informationsuch Specified Employee’s execution of a general waiver and release of all claims against Seller, Purchaser or any of their respective Affiliates. (e) There exists no collective bargaining agreement or No Person (other labour union contract applicable than the Parties to this Agreement), including any employees of Caza Seller or Purchaser, shall be entitled to assert any claim based on any provisions of this Section 5.3 against any Party to this Agreement or their Affiliates , and no such agreement or contract has, provision of this Agreement shall constitute an amendment to the knowledge of Caza, been directly or indirectly requested by any employee benefit plan, program or group arrangement of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claimsPurchaser. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There The CCBCC Parties have provided to the CCR Parties a complete and accurate list of the following information as of the date of this Agreement for each CCBCC Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least thirty (30) days prior to the Closing, the CCBCC Parties will provide to the CCR Parties or their designees the following information as of immediately prior to the Closing (to the extent that such information can be generated at least thirty (30) days prior to the Closing and as early prior to the Closing as reasonably practicable to the extent that such information cannot be generated at least thirty (30) days prior to the Closing) for each CCBCC Business Employee: service credit for purposes of vesting and eligibility to participate under any amounts payable by Caza CCBCC Employee Plan (including any vacation policy or any other paid time off policy of the Caza Subsidiaries CCBCC Parties). The parties agree and acknowledge that, due to its or their respective officersthe timing of the deliveries contemplated by the preceding sentence, directorsand as a result of ordinary course personnel turnover, employees or consultants for severance or termination pay upon termination certain individuals who are identified as CCBCC Business Employees in connection with the deliveries contemplated by the preceding sentence may not be CCBCC Business Employees at the Closing, and certain individuals who are not identified as CCBCC Business Employees in connection with the deliveries contemplated by the preceding sentence may be CCBCC Business Employees at the Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 4.13(a) be considered a breach of employment, or for retention or bonus payments, in each case, on a change any provision of control of Cazathis Agreement. (b) Except as disclosed in set forth on Section 4.13(b) of the CCBCC Disclosure LetterSchedule, (i) none of the CCBCC Business Employees is, or during the past two (2) years has been, represented by a Union that was either voluntarily recognized or certified by any labor relations board; (ii) none of the CCBCC Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the CCBCC Parties, there are no accrued bonuses payable currently filed petitions for representation with respect to any officers, directors, employees or consultants the formation of Caza or a collective bargaining unit involving any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza CCBCC Business Employees and no such agreement or contract haspetitions for representation have been filed or, to the knowledge Knowledge of Cazathe CCBCC Parties, been directly threatened in the past two (2) years; (iv) there is no unfair labor practice or indirectly requested labor arbitration proceeding brought by any employee or group on behalf of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employeesthe CCBCC Business Employees pending or, except as disclosed to the Knowledge of the CCBCC Parties, threatened against the CCBCC Parties and no such proceeding has been initiated or, to the Knowledge of the CCBCC Parties, threatened in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Cazapast two (2) years; and (v) no labor dispute, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involvingwalk out, strike, slowdown, hand billing, picketing, or any pending petitions for recognition ofwork stoppage involving the CCBCC Business Employees has occurred, a labour union or association as is in progress or, to the exclusive bargaining agent forKnowledge of the CCBCC Parties, or where has been threatened in the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Cazapast two (2) years. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There Upon prior written or oral request of Purchaser, Seller or BCPM will not be any amounts payable provide Purchaser, to the extent permitted by Caza or Law, with reasonable access to the Employees and, if the Option is exercised, the Methanol Employees, and to their employment and personnel files, so that Purchaser may assess such employees and enter into discussions with and advise any of such employees concerning the Caza Subsidiaries terms of any future employment of such individuals by Purchaser. Neither Seller nor BCPM will discourage any Employee or Methanol Employee from accepting any offer of employment made by Purchaser to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Cazasuch employee. (b) Except Pursuant to the Transition Services Agreement, for a period of time following the Closing, Seller shall provide to Purchaser certain services essential to the operation of the Formaldehyde Business, the barge dock and the tank farm. So long as disclosed in the Disclosure Letter, there are no accrued bonuses payable to any officers, directors, employees or consultants of Caza or Seller is providing any of such services, the Employees performing such services will remain employees of Seller or BCPM, as the case may be. Purchaser may, from time to time by providing written notice to Seller pursuant to the terms of the Transition Services Agreement, assume responsibility for any of the services provided by Seller under the Transition Services Agreement. Each time Purchaser elects to assume responsibility for any of such services that are being performed by persons who are Employees (as defined in this Agreement), Purchaser shall, in its subsidiariessole discretion, select those Employees who are performing such services to whom it intends to offer employment and, together with the notice required to be given under the Transition Services Agreement, Purchaser shall provide Seller with a list of all such Employees to whom Purchaser intends to offer employment. (c) The Disclosure Letter contains a schedule containing At least 10 business days prior to the Second Closing Date, Purchaser shall, in its sole discretion, select those Methanol Employees necessary to operate the Methanol Business; and, at least five (5) business days prior to the Second Closing Date, Purchaser shall provide Seller with a list of all executive officers Methanol Employees to whom Purchaser intends to offer employment; provided, however, that if Purchaser requests Seller operate the Optioned Assets during the Extended Period (as defined in Section 7.3(d)), Purchaser shall provide Seller with the list of Caza and such officers who will resign their respective positions effective Methanol Employees to whom Purchaser intends to offer employment at least five (5) business days prior to the Effective Timedate the Extended Period is terminated as provided in Section 7.3(e). (d) Caza has disclosed Each Employee and Methanol Employee who accepts Purchaser's offer of employment shall be deemed to the Offeror in the Disclosed Information be a list "Transferred Employee" and any of the position foregoing employees who are not offered employment or who do not accept Purchaser's offer of each employee employment shall be deemed to be "Non-Transferred Employees." Each of Caza and the Employees who accepts Purchaser's offer of employment shall be deemed to be a summary "Transferred Employee" as of each the date Purchaser assumes responsibility, in accordance with the Transition Services Agreement, for the services performed by such employees’ salaryEmployee. Since December 31Each of the Methanol Employees who accept Purchaser's offer of employment shall be deemed to be a "Transferred Employee" as of the Second Closing Date or, 2015if Purchaser 4.14-21 elects to have Seller operate the Optioned Assets during the Extended Period, Caza has not authorized as of the payment day following the last day of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed InformationExtended Period. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There Buyers and Sellers have agreed that the Company will not terminate any employees (except for Xxx X. Xxxxxxxxxxx) prior to Closing, and if after Closing the Company terminates any of its employees, the Company shall be any responsible for and shall pay all compensation or other money due to such employees with respect to the termination of their employment with the Company. In addition, Sellers will cause the Company to enter into agreements with Xxx X. Xxxxxxxxxxx and Xxxxx X. Xxxxxxxx terminating their existing employment agreements and upon Closing, the Company shall pay all amounts payable to Xxx X. Xxxxxxxxxxx and Xxxxx X. Xxxxxxxx (to the extent that Xxxxx X. Xxxxxxxx' agreement entered into pursuant to Section 2.8(o) does not supersede such obligations) in connection with such termination of their existing employment agreements (including, without limitation, amounts payable as or in lieu of severance obligations, change in control payments or bonuses, incentive bonuses triggered by Caza or any the sale of the Caza Subsidiaries to its or their respective officersCompany, directorsetc.), employees or consultants for severance or termination pay upon termination as further provided in Section 2.2. The amount of employment, or for retention or bonus such payments, together with any employer-funded Social Security, Medicare and other similar payroll obligations is referred to herein as the "Termination of Employment Agreement Payments." Sellers shall cooperate with Buyer in each case, on a change of control of CazaBuyer's efforts to retain employees. (b) Except Sellers represent and warrant that (i) Schedule 5.5(b) sets forth all holders of outstanding stock options issued by the Company (the "Options"), the number of Options held by each such holder, and the exercise price of each such Option, and (ii) prior to or as disclosed of the Closing, the vesting of all Options shall have fully accelerated, such that all options are fully exercisable as of the Closing. Promptly after Closing, Buyer shall cause its parent company, Open Solutions Inc. ("OSI"), to issue substitute options (the "Substitute Options") in exchange for the Disclosure LetterOptions (which shall be deemed terminated as of the issuance of the Substitute Options), there are no accrued bonuses payable on the terms set forth in this Section 5.5(b). Each Substitute Option (A) shall be fully vested on grant, (B) shall be for a number of shares of Common Stock of OSI equal to (X) the number of shares of the Company's Common Stock covered by the Option for which it is substituted DIVIDED BY (Y) 3.661 (as adjusted for any officersstock splits, directorscombinations and other similar events affecting the Company's Common Stock after May 31, employees or consultants 2004, the "Option Exchange Ratio"), and (C) shall have a per share exercise price equal to the per share exercise price of Caza or any of its subsidiariesthe Option for which it is substituted MULTIPLIED BY the Option Exchange Ratio. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers Sellers agree that their affiliate(s) who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except continue as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or employers with respect to the Company's plans as contemplated by Section 2.8(h) will, at not cost or expense to the Company or Buyer, (1) provide all so-called COBRA notices and benefits to employees of the Company who Buyer causes the Company to terminate in connection with the acquisition of the Company, or who have been terminated by the Company at or prior to Closing (including, without limitation, any former employees and their dependents currently participating in such plans pursuant to their COBRA rights), and (2) cover under such plans all claims for covered services received pre-Closing, and claims otherwise arising under such plans prior to Closing or on account of its employeesevents or periods prior to Closing.

Employment Matters. (a) There will Buyer shall not be any amounts payable by Caza or obligated to employ any of Sellers' employees and any such employment by Buyer shall be at its sole discretion and subject to the Caza Subsidiaries terms of this Section 6.10, shall be on terms, conditions and policies of employment established by Buyer; PROVIDED, HOWEVER, that Buyer shall not have the right to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, employ any person designated on a change of control of CazaSCHEDULE 3.12 as an employee to be retained by Sellers. (b) Except as disclosed Within a reasonable period of time after the Closing Date, Sellers shall transfer from the Paxsxx Xxxmunications Corporation 401(k) Retirement Plan (the "Sellers 401(k) Plan") to any 401(k) plan established by Buyer an amount, in cash, equal to the aggregate account balances held in the Disclosure LetterSellers 401(k) Plan as of the date of transfer with respect to all employees of Sellers hired by Buyer (each a "Hired Employee"). Prior to the date of any such transfer, there are no accrued bonuses payable and as preconditions thereto: (i) Buyer shall use commercially reasonable efforts to deliver to Sellers a copy of the most recently issued Internal Revenue Service ("IRS") determination letter (or other proof satisfactory to counsel for Sellers) that the Buyer's 401(k) Plan is qualified under the Internal Revenue Code (the "Code"), and (ii) Sellers shall use commercially reasonable efforts to deliver to Buyer a copy of the most recently issued IRS determination letter (or other proof satisfactory to counsel for the Buyer) that the Sellers 401(k) Plan is qualified under the Code. Subsequent to the transfer of assets to the Buyer's 401(k) Plan, neither Sellers nor the Sellers 401(k) Plan shall retain any liability with respect to such Hired Employees to provide them with benefits in accordance with the terms of the Sellers 401(k) Plan. Sellers and Buyer agree to cooperate with respect to any officersgovernment filing, directorsincluding, employees or consultants but not limited to, the filing of Caza or any IRS Forms 5310-A, if necessary, to effect the transfer of its subsidiariesassets contemplated by this Section 6.10(d). (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at This Section 6.10 shall operate exclusively for the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list benefit of the position parties to this Agreement and is not intended for the benefit of each any other person, including, without limitation, any current or former employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Informationparty hereto. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not After the Effective Time, the Surviving Corporation shall either (i) continue the existing Employee Plans of the Company and the Company Subsidiaries as disclosed on SCHEDULE 4.15(a), or (ii) provide substitutes for some or all of such Employee Plans that provide compensation or benefits to employees of the Company and the Company Subsidiaries that are no less favorable in the aggregate to such employees than the replaced Employee Plans until December 31, 2007; PROVIDED, HOWEVER, that in no event shall the Surviving Corporation be any amounts payable by Caza obligated to continue, provide or otherwise take into account Employee Plans that relate to stock options, restricted stock, stock rights or any other equity-based arrangements; and PROVIDED FURTHER that nothing herein shall be construed to mean that the Surviving Corporation cannot amend or terminate any particular Employee Plan or Plans so long as the aggregate benefits to such employees under the remaining Employee Plans and all substituted plans are no less favorable to such employees than the existing Employee Plans until such date. For purposes of any such benefit plans, (A) Parent and the Surviving Corporation shall grant all employees of the Caza Company credit for purposes of eligibility and vesting for all service with the Company and the Company Subsidiaries prior to its the Effective Time for which such service was recognized by the Company; (B) any limitations on pre-existing conditions shall be waived (but only to the extent such conditions were covered prior to the Effective Time unless required by Law); and (C) expenses incurred with respect to the plan year in which the Closing occurs on or their respective officersbefore the Effective Time shall be taken into account for purposes of establishing satisfaction of any applicable deductible, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Caza. (b) Except as disclosed in coinsurance and maximum out-of-pocket provisions to the Disclosure Letter, there are no accrued bonuses payable same extent taken into account prior to any officers, directors, employees or consultants of Caza or any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (b) From and after the Effective Time, the Surviving Corporation shall honor (i) the Transaction Bonus Agreements; and (ii) the Company's severance plan and severance agreements which are disclosed on SCHEDULE 4.15(a), in each case, in accordance with the terms thereof. (c) Nothing in this Agreement shall be construed as granting any Person any rights of continuing employment, other than as provided by contract. (d) Caza has disclosed to Parent's current intention is that the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed InformationCompany's headquarters will remain at its current location. (e) There exists no collective bargaining agreement or other labour union contract applicable As soon as reasonably practicable following the date hereof, the Company shall provide to any the employees of Caza and no such agreement the Company or contract has, Company Subsidiaries party to the knowledge of CazaTransaction Bonus Agreements an amendment thereto providing that the payout amounts will be payable in connection with the Merger whether the Closing is before or after December 31, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims2006. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (ai) There will not be The Employee List sets forth as at the date hereof and, following any amounts payable required update to the Employee List by Caza the Vendor prior to the Time of Closing, as at the Time of Closing: (A) the titles of all Employees together with the location of their employment; (B) the entity employing each of the Employees (the “Employing Entity”); (C) the date each Employee was hired; (D) the rate of annual remuneration of each salaried Employee, including any bonuses, other than in respect of commissions and remuneration of sales persons; (E) total annual compensation, including commissions, of sales persons or other Employees paid on commissions; (F) any complaints or claims brought by any of the Caza Subsidiaries to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Caza.Employees; (bG) Except as disclosed in the Disclosure Letter, there Employees who are no accrued bonuses payable entitled to any officers, directors, employees or consultants of Caza or any of its subsidiaries.defined benefit and defined contribution pensions; (cH) The Disclosure Letter contains a schedule containing vacation entitlements (weeks) and amount of vacation pay payables accrued for each Employee; and (I) a list of all executive officers written employment contracts by which the Corporation or the Employing Entity is bound with any Employee, other than contracts of Caza and such officers who will resign their respective positions effective at the Effective Time.indefinite hire terminable without cause on reasonable notice; (dii) Caza has disclosed except for the retention bonuses described in Schedule 3.2(1)(p)(ii), no Employee is entitled to any payment, bonuses, other compensation benefits or other rights contingent upon the Closing of any of the transactions contemplated by this Agreement; (iii) all salaries, wages, commissions and other compensation now owing or which will become owing prior to the Offeror Closing Date, for or in respect of the Employees have been or will be paid, except for those included in the Disclosed Information a list Working Capital. There has been no increase promised to the Employees in the level or rates of wages, salaries, commissions, bonuses and other compensation for any of the position Employees except as set out in Schedule 3.2(1)(p)(ii) or in the ordinary course of each employee business in accordance with past practice; (iv) the Corporation is in compliance in all material respects with all Laws respecting employment, pay equity, terms and conditions of Caza employment, wages and a summary of each such employees’ salary. Since December 31hours, 2015, Caza has and are not authorized in default in the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement wages, pension or other labour union contract applicable to any employees of Caza benefits or contributions in respect thereof and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion dispute exists with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.thereto;

Employment Matters. (a) There will not be any amounts payable The Company agrees to provide Parent with, and to cause each of its subsidiaries to provide Parent and its agents and representatives with, reasonable access to its employees and its subsidiaries’ employees during normal working hours following the date of this Agreement to among other things deliver offers of revised terms of employment (if Parent so elects) and to provide information to such employees about Parent. All communications by Caza Parent with employees of the Company or any of its subsidiaries shall be conducted in a manner that does not disrupt or interfere with the Caza Subsidiaries Company’s or such subsidiary’s efficient and orderly operation of its business and subject to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination reasonable consideration of employment, or for retention or bonus payments, in each case, on a change of control of Cazathe Company’s reasonable requests with respect to timing and content thereof. (b) Except Promptly following the execution of this Agreement, Parent shall make offers of continued employment to each of the persons identified in Schedule 6.2 hereto, it being understood that the proposed terms of such Employees’ employment with the Company shall be determined by the Parent, in its sole discretion; provided that the salary proposed to each such Employee shall not be less than the current salary of such Employee, and each such Employee residing in Israel will be entitled to the same package of benefits he or she currently enjoys and each such other Employee shall be entitled to receive comparable benefits as disclosed in those provided to comparable Parent employees. Each Employee who accepts such offer and signs an Employment Addendum (as defined below) shall be referred to herein as a “Retained Employee.” Each of the Disclosure Letter, there are no accrued bonuses payable Retained Employees will be requested to any officers, directors, employees execute and deliver to Parent and the Company an addendum to his or consultants of Caza her employment agreement with the Company or any of its subsidiaries. subsidiaries pursuant to which, among other things, subject to Closing, he or she (ci) The Disclosure Letter contains a schedule containing a list acknowledges his or her willingness to continue employment with the Company following the Closing on the conditions agreed with Parent, (ii) accepts the revisions requested by Parent in, and/or supplements to, such employee’s employment agreement, and (iii) waives any claims he or she may have under any agreement with the - Company or its subsidiaries as of all executive officers the date of Caza signing such addendum (an “Employment Addendum”), which form of Employment Addendum shall be in form and such officers who will resign their respective positions effective at substance acceptable to Parent. Parent plans to recommend grants of options to purchase Parent Common Stock to its Board of Directors for the Retained Employees. Each Retained Employee shall, to the extent permitted by law and applicable tax qualification requirements, and subject to any generally applicable break in service or similar rule, receive credit for purposes of eligibility to participate and vesting under Parent benefit plans for years of service with the Company or its subsidiaries prior to the Effective Time. (dc) Caza has disclosed to Promptly following the Offeror in execution of this Agreement, the Disclosed Information Company shall terminate the employment of all Employees who are not Retained Employees (“Terminated Employees”) by issuing a list termination letter and notice, which shall provide for, among other things, (i) a release of the position of each employee of Caza Company and Parent from any liability toward the Terminated Employee, and (ii) a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment waiver of any extraordinary compensation that has not been disclosed rights or claims he or she may have, in form and substance reasonably acceptable to Parent. Company shall use its reasonable efforts to have all the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no Terminated Employees countersign such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Termination Letter. Caza has not received On termination of the Terminated Employees, the Company shall pay to each Terminated Employee any written notification and all severance, prior notice and other payments as is required by applicable law, custom or agreement. Under no circumstances shall the Company pay or advance any amounts in respect of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, Closing Fees and Caza is not aware of any such threatened charges or claimsExpenses unless and until all liabilities to Terminated Employees shall have been satisfied. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not Schedule 1.5 hereto contains a true and accurate list as of July 31, 2005 of each Seller Employee, together with such person’s position, date of hire, current salary, accrued and earned paid time off, the amount of any potential retention bonus, the amount of any referral bonus under Sellers’ Employee Benefit Plans, the amount of any potential tuition assistance under Sellers’ Employee Benefit Plans, and amount of any other accrued benefits to which such person may be any amounts payable by Caza or any of the Caza Subsidiaries to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, entitled or for retention which such person has made written claim to Seller, whether or bonus payments, in each case, on not such Seller Employee is designated as a change Transferring Employee. Sellers have paid or made provision for the payment of control of Cazaall accrued benefits and wages for all Seller Employees through the Closing Date. (b) Except as disclosed indicated on Schedule 1.5, no Transferring Employee (i) has an employment agreement with Sellers, whether written or oral, excluding only oral at-will arrangements and the Labor Contracts set forth on Schedule 2.15(d), or (ii) to the Sellers’ Knowledge, has indicated that he or she intends to terminate his or her employment with Sellers or seek a material change in the Disclosure Letterhis or her duties or status. Each Seller Employee, there are no accrued bonuses payable including without limitation each Transferring Employee, who is required to any officersbe licensed by applicable Law, directors, employees or consultants of Caza or any of its subsidiariesis so licensed. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective In the 12-month period immediately preceding the Closing Date, Sellers have had adequate staffing levels to conduct operations at the Effective TimeFacilities in accordance with industry standard staffing patterns and practices and applicable Law. Schedule 2.15(c) breaks down (by numbers of staff in each category at each Facility) as of June 30, 2005, the following categories of staff at the Facilities: (i) Seller employed staff; (ii) third-party agency employed staff; and (iii) staff employed by staffing agencies affiliated with any Seller or Seller Owner. The Sellers and Seller Owners have no Knowledge of any reason that substantially all of such staff will not continue to be available to Buyer after Closing. (d) Caza has disclosed Except as set forth in Schedule 2.15(d), (i) Sellers are not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by Sellers in connection with the Facilities (a “Labor Contract”) and, to the Offeror Sellers’ Knowledge, currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Facilities; (ii) there are no strikes, slowdowns or work stoppages pending or, to the Sellers’ Knowledge after due inquiry, threatened between Sellers and any of their employees of the Facilities, and Sellers have not experienced any such controversy, strike, slowdown or work stoppage within the past three years; (iii) Sellers have not breached or otherwise failed to comply with the provisions of any Labor Contract pertaining to the Facilities; (iv) there are no unfair labor practice complaints pending against Sellers pertaining to the Facilities before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving employees of Sellers; (v) there are no grievances, demands for arbitration or arbitration proceedings against Sellers of which Sellers have received notice under any Labor Contract; (vi) Sellers are currently in compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority, are not aware of any past noncompliance with such Laws that would result in any claim against Sellers in excess of $25,000 and have withheld and paid to the appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of Sellers and are not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing; (vii) Sellers have paid in full to all their respective employees or adequately accrued for in accordance with GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (viii) there is no claim with respect to payment of wages, salary or overtime pay that is now pending or to the Sellers’ Knowledge, threatened before any Governmental Authority with respect to any persons currently or formerly employed by Sellers; (ix) Sellers are not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to Employees or employment practices; (x) there is no charge or proceeding with respect to a violation of any occupational safety or health standard that is now pending or to the Sellers’ Knowledge, threatened with respect to Sellers; (xi) there is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, disability, religion or other legally protected category, which is now pending or to the Sellers’ Knowledge, threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which Sellers have employed or currently employ any person; (xii) there is no claim which is now pending or to the Sellers’ Knowledge, threatened before any court or any other Governmental Authority in any jurisdiction in which the Facilities have employed or currently employ any person asserting any form of action arising out of the employment relationship between Sellers and any current or former employee of the Facilities. Schedule 2.15(d) describes all work stoppages and strikes (legal or otherwise) that the Facilities have experienced in the Disclosed Information a list of past three years, including the position of each employee of Caza dates and a summary length of each such employees’ salaryoccurrence. Since December 31, 2015, Caza has not authorized the payment Schedule 2.15(d) describes every arbitration award arising in respect of any extraordinary compensation that has not been disclosed to the Offeror Labor Contract described in Schedule 2.15(d) issued in the Disclosed Informationpast five years. The consent of any labor union which is a party to any Labor Contract is not required to consummate the transactions contemplated by this Agreement. (e) There exists no collective bargaining agreement Except for assumed Sick Time, assumed Time-Off, retention bonuses, referral bonuses and tuition assistance payments, each only to the extent set forth in Section 1.5, (i) Buyer shall not assume any liability or responsibility for any other benefit or obligations arising out of or under any Employee Benefit Plan to which any Transferring Employee or Seller Employee is or may be entitled without regard to whether such obligation or responsibility arises under the terms of such Employee Benefit Plan or applicable Law, and (ii) Sellers shall retain all other liability and responsibility for benefits, administration and compliance with the terms of any and all Employee Benefit Plans and applicable Laws with regard to any and all Employee Benefit Plans, including but not limited to any withdrawal liability which may attach to any Employee Benefit Plan. Without in any way limiting the foregoing, with respect to any Seller Employee (and his or her dependents or other labour union contract applicable qualified beneficiaries) who does not become a Transferring Employee, Sellers shall be solely responsible for all COBRA obligations related to any employees “qualifying event” as defined in Section 4980B(f)(3) of Caza and no the Code occurring on or before the Closing Date. In accordance with Treasury Regulation Section 54.4980B-9, Q&A 7, the parties hereby intend to allocate to Sellers all responsibility for M&A Qualified Beneficiaries (as such agreement or contract hasterm is defined in Treasury Regulation Section 54.4980B-9, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of CazaQ&A 4), and Caza is not aware of any such threatened charges or claimsSellers shall take all steps as may be necessary to prevent Buyer from incurring liability under Treasury Regulation Section 54.4980B-9, Q&A 8. (f) Caza is not aware of To the Sellers’ Knowledge, no person employed by or affiliated with Sellers has employed or proposes to employ any currently pending union organizing activities or proceedings involving, trade secret or any pending petitions for recognition of, a labour union information or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard documentation proprietary to any of its facilitiesformer employer and, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, no person employed by or affiliated with respect Sellers has violated any confidential relationship which such person may have had with any third party while working on behalf of Sellers, and Sellers have no reason to believe that any of its employeessuch event will occur.

Employment Matters. (ai) There will not be any amounts payable by Caza or any Within ten (10) days of the Caza Subsidiaries Petition Date, the Debtors shall contact each applicable union (Local 711T (Shreveport) and/or Locals 65T, 700, 59M and 105 (Toledo)) to its commence good-faith negotiations with such unions regarding any required modifications to the terms of the collective bargaining agreements (“CBAs”) between Debtors and such union, as determined and approved by the Required Lenders (the “Selected CBAs”); and (ii) within ninety (90) days of the Petition Date (or such longer period of time as the Required DIP Lender Group may agree in their sole discretion), the Debtors shall have either (x) executed definitive documents with each union modifying the respective officersSelected CBA on terms acceptable to the Required DIP Lender Group (the “Modified CBAs”), directors, employees or consultants for severance or termination pay upon termination of employmentif necessary, or for retention (y) if determined necessary by the Required DIP Lender Group in their sole discretion, (I) submitted their application to the Bankruptcy Court to reject any Selected CBAs which are not Modified CBAs in a manner acceptable to the Required DIP Lender Group in their sole discretion pursuant to Section 1113 of the Bankruptcy Code, and/or to modify retiree benefits under the CBAs (and outside of the CBAs) in a manner acceptable to the Required DIP Lender Group in their sole discretion pursuant to section 1114 of the Bankruptcy Code and (II) the Bankruptcy Court shall have entered a final order regarding the requested modifications to (1) the Selected CBAs pursuant to Section 1113 of the Bankruptcy Code, and/or (2) retiree benefits under the CBAs (or bonus paymentsoutside of the CBAs); provided that, in each casethe case of this subclause (y), on a change of control of Caza. (b) Except as disclosed in the Disclosure Letter, there are no accrued bonuses payable event that the Bankruptcy Court has not issued a ruling within its mandated time period to any officers, directors, employees or consultants of Caza or any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed do so pursuant to the Offeror Bankruptcy Code, the Debtors shall modify or terminate the CBAs on the terms set forth in such Modified CBAs and modify or terminate the Disclosed Information a list of retiree benefits consistent with the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed application to the Offeror in the Disclosed InformationBankruptcy Court. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not be Schedule 3.26(a) sets forth, with respect to each current Employee (including any amounts payable Employee who is on a leave of absence or on layoff status subject to recall), (i) the name of such Employee and the date as of which such Employee was originally hired by Caza the Company or any of its Subsidiaries, and whether the Caza Employee is on an active or inactive status, (ii) such Employee’s title, (iii) such Employee’s annualized compensation as of the date of this Agreement, including base salary, vacation and/or paid time off accrual amounts, bonus and/or commission potential, severance pay potential, and any other compensation forms, and (iv) any governmental authorization, permit or license that is held by such Employee and that is used in connection with the Company’s or any of its Subsidiaries’ business. Each current and former Employee has executed the Company’s standard form nondisclosure, confidentiality and assignment of inventions agreement. (b) Schedule 3.26(b) contains a list of Persons who are currently performing services for the Company or any of its Subsidiaries and are classified as “consultants” or “independent contractors,” the respective compensation of each such “consultant” or “independent contractor” and whether the Company is party to a consulting or independent contractor agreement with such Person. Any such agreements have been delivered to Parent and are set forth on Schedule 3.26(b). Any Persons now or heretofore engaged by the Company or any of its Subsidiaries as independent contractors, rather than Employees, have been properly classified as such, are not entitled to any compensation or their respective officersbenefits to which Employees are or were at the relevant time entitled, directorsand were and have been engaged in accordance with all applicable Laws. (c) Each Employment Agreement and each visa or work permit for a current Employee is set forth on Schedule 3.26(c) and a copy of each Employment Agreement, employees work permit or visa and any amendment thereto has been delivered to Parent. Except as set forth in Schedule 3.26(c), the employment of each of the Employees is terminable by the Company at will. (d) The Company and each of its Subsidiaries has delivered to Parent accurate and complete copies of all employee manuals and handbooks, employment policy statements and Employment Agreements. (i) None of the Employees have given the Company or any of its Subsidiaries written notice terminating his or her employment with the Company or any of its Subsidiaries, or terminating his or her employment upon a sale of, or business combination relating to, the Company or any of its Subsidiaries or in connection with the transactions contemplated by this Agreement, or expressed or otherwise indicated that he or she will not accept employment with Parent, (ii) neither the Company nor any of its Subsidiaries has a present intention to terminate the employment of any current Employee, (iii) to the Company’s knowledge, no current Employee has received, or is currently considering, an offer to join a business that likely would be competitive with the Company’s or any of its Subsidiaries’ business, (iv) to the Company’s knowledge, no Employee, consultant or independent contractor is a party to or is bound by any employment contract, patent disclosure agreement, noncompetition agreement, any other restrictive covenant or other contract with any Person, or subject to any judgment, decree or order of any Governmental Entity, any of which would reasonably be expected to have a material adverse effect in any way on (A) the performance by such Person of any of his or her duties or responsibilities for the Company or any of its Subsidiaries, or (B) the Company’s business or operations, (v) to the Company’s knowledge, no current Employee, independent contractor or consultant is in violation of any term of any employment contract, patent disclosure agreement, noncompetition agreement, or any other restrictive covenant to a former employer or entity relating to the right of any such Employee, contractor or consultant to be employed or retained by the Company or any of its Subsidiaries, as the case may be, and (vi) neither the Company nor any of its Subsidiaries is, and neither has ever been, engaged in any dispute or litigation with an Employee regarding intellectual property matters. (f) Neither the Company nor any of its Subsidiaries is presently, nor have they been in the past, a party to or bound by any union Contract, collective bargaining Contract or similar Contract. Neither the Company nor any of its Subsidiaries knows of any activities or proceedings of any labor union to organize any Employees. (g) Neither the Company nor any of its Subsidiaries is engaged, or has ever been engaged, in any unfair labor practice of any nature, which, if adversely determined, would, result in any material liability to the Company or any of its Subsidiaries. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting the Company, any of its Subsidiaries or any Employees. There is not now pending, and to the Company’s knowledge no Person has threatened to commence, any such slowdown, work stoppage, labor dispute, union organizing activity or any similar activity or dispute. (h) The Employees have been, and currently are, properly classified under the Fair Labor Standards Act of 1938, as amended, and under any other similar Law. Neither the Company nor any of its Subsidiaries is delinquent to, or has failed to pay, any of its Employees, consultants or contractors for any wages (including overtime), salaries, commissions, bonuses, benefits or other compensation for any services performed by them or amounts required to be reimbursed to such individuals. Neither the Company nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). (i) Schedule 3.26(i) sets forth each severance pay practice, plan or policy of the Company and each of its Subsidiaries. Except as set forth in Schedule 3.26(i), (i) neither the Company nor any of its Subsidiaries is liable for any severance pay, bonus compensation, acceleration of payment or vesting of any equity interest, or other payments (other than accrued salary, vacation, or other paid time off in accordance with the Company’s and its Subsidiaries’ policies) to any Employee arising from the termination pay upon of employment under any benefit or severance policy, practice, agreement, plan, program of the Company or any of its Subsidiaries, applicable Law or otherwise, and (ii) as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company or any of its Subsidiaries of any Persons employed by the Company or any of its Subsidiaries on or prior to the Closing Date, the Company will not have (A) any liability that exists or arises, or may be deemed to exist or arise, under any Company or any of its Subsidiaries’ benefit or severance policy, practice, agreement, plan, program, Law applicable thereto or otherwise, including severance pay, bonus compensation or similar payment, or (B) to accelerate the time of payment or vesting, or increase the amount of or otherwise enhance any benefit due any Employee. Accordingly, as of the Closing Date, the Company shall have satisfied all of its obligations to such Employees, consultants and/or contractors for any severance pay, bonus compensation, accelerated vesting, or any other payments whatsoever with respect to events that occur on or before the Closing Date. (j) The Company and each of its Subsidiaries is in compliance with all applicable Laws, Contracts and promises respecting employment, employment practices, employee benefits, terms and conditions of employment, or for retention or bonus paymentsimmigration matters, labor matters, and wages and hours, in each case, on a change of control of Cazawith respect to its Employees. (bk) Except There are no claims pending or, to the Company’s knowledge, threatened, before any Governmental Entity by any Employees or any other Person for damages, penalties or compensation or benefits arising out of the Company’s or any of its Subsidiaries’ status as disclosed employer, whether in the Disclosure Letterform of claims for employment discrimination, harassment, retaliation, unfair labor practices, grievances, wrongful discharge, breach of contract, tort, unfair competition, wage and hour violations or otherwise. In addition, there are no accrued bonuses payable to any officerspending, directors, employees threatened or consultants of Caza reasonably anticipated claims or actions against the Company or any of its subsidiariesSubsidiaries under any workers compensation policy or long-term disability policy. (cl) The Disclosure Letter contains a schedule containing a list Company and each of its Subsidiaries, and to the Company’s knowledge each Employee, is in compliance with all executive officers of Caza applicable visa and such officers who work permit requirements, and no visa or work permit held by an Employee will resign their respective positions effective at expire during the Effective Time6 month period beginning on the date hereof. (dm) Caza has disclosed to Neither the Offeror in execution, delivery and performance of this Agreement, nor the Disclosed Information a list carrying on of the position of each employee of Caza Company’s and a summary of each such employeesits Subsidiaries’ salary. Since December 31, 2015, Caza has not authorized the payment business as presently conducted or as presently proposed to be conducted nor any activity of any extraordinary compensation that has not been disclosed to of the Offeror in Employees, independent contractors or consultants of the Disclosed Information. (e) There exists no collective bargaining agreement Company or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employeesSubsidiaries in connection with the carrying on of the Company’s and its Subsidiaries’ business as presently conducted or as presently proposed to be conducted, except as disclosed will conflict with or result in a breach of the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges terms, conditions or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involvingprovisions of, or any pending petitions for recognition of, constitute a labour union or association as the exclusive bargaining agent for, or where the purpose is to organizedefault under, any group contract or groups of its employees. There is not currently pending, with regard to agreement under which any of its facilitiesthe Employees, any proceedings before the applicable Governmental Authority wherein any labour organization independent contractors or consultants is seeking representation of any employees of Cazanow bound. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not be any amounts payable by Caza or any In all jurisdictions for which the EU Acquired Rights Directive (Council Directive 77/187 of 14 February 1977) has been implemented into domestic local law (referred to herein as “ToU Requirements”), the ToU Requirements shall prevail to provide for the automatic transfer of the Caza Subsidiaries to its Business Employees within the scope of those provisions. To the extent that the ToU Requirements impose greater obligations or their respective officersbroader restrictions on the parties hereto than the following provisions contained in this Section 7.9, directors, employees or consultants then the ToU Requirements shall govern for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Cazathe automatically transferred Business Employees. (b) Except Subject to applicable Law, including but not limited to any Antitrust Law, no later than ten (10) days prior to the Closing, Purchaser Entities shall, or shall cause an Affiliate to, provide an Offer Letter to each Business Employee (i) who has not already entered into an employment agreement or Offer Letter with a Purchaser, effective as disclosed of the Closing Date with terms and conditions consistent with the requirements set forth in this Section 7.9 and (ii) whose employment will not automatically transfer to a Purchaser Entity pursuant to applicable Law. Any Business Employee who accepts an Offer Letter and commences employment with or whose employment otherwise transfers to the Purchaser Entities or one of their subsidiaries shall be a “Transferred Employee.” If any Business Employee requires a work visa or permit or an employment pass or other immigration-related approval for such Business Employee to commence employment with Purchaser Entities or one of their Affiliates as of or after the Closing Date (the “Visa Employees”), Purchaser Entities shall secure prior to or as soon as possible after the Closing Date the necessary visa, permit, pass or other approval in a timely manner consistent with the terms of this Section 7.9. In the event any such work visa, permit, employment pass or other immigration-related approval is not obtained and in effect prior to the Closing Date, the Sellers or their Restricted Affiliates shall use commercially reasonable efforts to make such Visa Employee available to assist the Purchaser Entities in the Disclosure Letteroperation of the Business, there are no accrued bonuses payable so long as the Purchaser or the Purchaser Entities reimburses the Sellers or their applicable Restricted Affiliates for the cost of such Visa Employee’s compensation and benefits (together with the employer-paid portion of any employment or payroll Taxes related thereto) during such interim period pursuant to the Transition Services Agreement. The Purchaser Entities shall bear all the Liabilities and costs relating to, and shall indemnify and hold harmless Sellers and their respective Affiliates from and against, any officers, directors, employees claims made by any Business Employees for any severance or consultants other separation payments or benefits arising out of Caza or any (i) Purchaser’s breach of its subsidiariesobligations under this Section 7.9, including any failure of any Purchaser Entity or an Affiliate thereof to provide to Transferred Employees the compensation and benefits described in this Section 7.9, (ii) Purchaser Entities making an offer to a Business Employee that does not meet the requirements of this Section 7.9, and (iii) any claims for severance or other separation payments or benefits in connection with the termination of employment by the Purchaser Entities or their Affiliates of any Transferred Employee after the Closing Date. The Sellers shall bear all the Liabilities and costs relating to, and shall indemnify and hold harmless the Purchaser Entities and their respective Affiliates from and against any claims made by any Business Employee for any severance or other separation payments or benefits (including any such payments or benefits under the Executive Transaction Bonus Agreements) arising out of (A) a Business Employee’s refusal of an Offer Letter compliant with the requirements of this Section 7.9 and (B) any claims for severance or other separation payments or benefits that are required to be paid by applicable Law in connection with the termination of employment by the Sellers or their Affiliates of Transferred Employees in conjunction with their transfer of employment to the Purchaser Entities in connection with the transactions under this Agreement. (c) The Disclosure Letter contains a schedule containing a list Immediately following the date on which any Business Employee who is on an approved short-term or long-term disability or other approved leave of all executive officers absence (other than, for the avoidance of Caza doubt, vacation or paid time off) (each, an “Inactive Business Employee”) returns to active duty, the Purchaser Entities shall, or shall cause one of their subsidiaries to, offer employment to such Inactive Business Employee, except with respect to timing, such offer shall be to commence employment with the Purchaser Entities or one of their Affiliates within ten (10) days following such Inactive Business Employee’s return to active status (the date that employment of an Inactive Business Employee with the Purchaser Entities or one of its subsidiaries commences, the “Employment Commencement Date”). For each Transferred Employee who was an Inactive Business Employee prior to the Employment Commencement Date, the Purchaser Entities’ (or their Affiliate’s) obligations hereunder shall commence on such Employment Commencement Date. Nothing in this Agreement shall limit Sellers’ or their Affiliates’ right to terminate the employment (in accordance with applicable Law) of any Inactive Business Employee who remains on leave for six (6) months or more (from the date that his or her leave began) and upon such officers who will resign their respective positions effective at termination, the Effective TimePurchaser Entities’ obligations to make offers to such Inactive Business Employee under this paragraph shall cease. (d) Caza has disclosed With respect to each Transferred Employee, the Purchaser Entities shall provide, or shall cause a subsidiary of the Purchaser Entities that will employ the Transferred Employees to provide, to each Transferred Employee, for a period of twelve (12) months after the Closing Date (or, if shorter, such Transferred Employee’s period of employment), (i) base salary (or base wages) and annual cash incentive opportunities (other than incentive equity opportunities) that are at least equal to the Offeror base salary (or base wages) and annual cash incentive opportunities to which such Transferred Employee was entitled immediately prior to the Closing Date, (ii) eligibility for severance benefits that are no less favorable than those that would have been provided to such Transferred Employee under the applicable severance benefit plans, programs, policies, agreements and arrangements as in effect immediately prior to the Closing Date, and (iii) employee benefits (including, but not limited to, health, welfare and retirement benefits, but excluding transaction, retention, change-of-control or stay bonus plans, equity or equity-linked compensation or similar arrangements as well as defined benefit pension plans) that are no less favorable in the Disclosed Information a list of aggregate than the position of each employee of Caza and a summary of each benefits provided to such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed Transferred Employees immediately prior to the Offeror in the Disclosed InformationClosing. (e) There exists no collective bargaining agreement The Sellers shall retain responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred by such Transferred Employees or other labour union contract applicable to any employees of Caza and no such agreement their covered dependents under the Seller Plans on or contract has, prior to the knowledge of CazaClosing Date (and, been directly or indirectly requested by any employee or group of employees of Cazafor those Inactive Business Employees, nor has there been any discussion the day prior to the Employment Commencement Date). Expenses and benefits with respect thereto to claims that are incurred by management Transferred Employees or their covered dependents under Plans sponsored, maintained or contributed to by the Purchaser Entities or their Affiliates in which Transferred Employees participate on and after the Closing Date (“Purchaser Plans”) shall be the responsibility of Caza with any Purchaser Entities. For purposes of its employeesthis paragraph, except as disclosed a claim is deemed incurred: in the Disclosure Letter. Caza has not received any written notification case of any unfair labour practice charges medical or complaints pending before any agency having jurisdiction thereof nor dental benefits, when the services that are there any current union representation the subject of the claim are performed; in the case of life insurance, when the death occurs; in the case of disability benefits, when the disability occurs; in the case of workers’ compensation benefits, when the event giving rise to the benefits occurs; and otherwise, at the time the Transferred Employee or covered dependent becomes entitled to payment of a benefit (assuming that all procedural requirements are satisfied and claims involving any employees of Caza, applications properly and Caza is not aware of any such threatened charges or claimstimely completed and submitted). (f) Caza As of the Closing Date (or, for the Inactive Business Employees, on the Employment Commencement Date), the Transferred Employees shall cease to accrue further benefits under the Seller Plans, and the Transferred Employees shall commence participation in the Purchaser Plans in accordance with the terms of such Purchaser Plans. The Purchaser Entities shall, and Purchaser Entities shall cause their Affiliates to use commercially reasonable efforts to (i) cause each Transferred Employee to be immediately eligible to participate, without any waiting time, in any and all Purchaser Plans to the extent coverage under such Purchaser Plan replaces the corresponding Seller Plan in which Transferred Employee participated immediately prior to the Closing Date (such plans, collectively, the “Old Plans”), (ii) cause to be waived any pre-existing conditions, exclusions, evidence of insurability requirements, actively at work requirements, waiting periods and similar requirements for each Transferred Employee, except to the extent such provisions were not applicable or not otherwise satisfied under the analogous Old Plan in which such Transferred Employee participated immediately prior to the Closing Date (or, for those Inactive Business Employees, on the Employment Commencement Date) and (iii) give effect, in determining any deductible, co-pay, co-insurance and maximum out-of-pocket limitations, to amounts paid by each Transferred Employee (and his or her covered dependents) during the plan year in which the Closing Date occurs under the applicable Old Plan that is not aware a group health plan or purposes of satisfying the corresponding deductible, co-pay, co-insurance and maximum out-of-pocket limitations applicable to such Transferred Employee (and his or her covered dependents) under corresponding Purchaser Plan that is a group health plan for the applicable plan year as if such amounts had been paid in accordance with such Purchaser Plan. For purposes of eligibility to participate, vesting, and future vacation accruals and for purposes of determining severance amounts under the Purchaser Plans, each Transferred Employee shall be given credit for all service with the Sellers, and their Affiliates, and any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings predecessor employer before the applicable Governmental Authority wherein Closing Date to the extent such service was recognized by the Sellers or their Affiliates under the corresponding Seller Plan or ShareFile Plan in which such Transferred Employee participate immediately prior to the Closing Date, other than with respect to benefit accruals under any labour organization is seeking representation defined benefit pension plans and other than such credit resulting in duplication of any employees of Cazabenefits. (g) Caza The Purchaser Entities shall, or shall cause one of their Affiliates to, provide vacation and other paid time off benefits to Transferred Employees who are not exempt US based employees that are at least as favorable as those provided to Transferred Employees under the applicable vacation and other paid time off program of Sellers or their Affiliates. Effective as of the Closing or Employment Commencement Date (as applicable), Purchaser Entities shall, or shall cause one of their Affiliates to, assume all obligations of Sellers and their Affiliates for the accrued, unused vacation and paid time off for non-U.S. Transferred Employees located in Europe. Sellers or their Affiliates shall pay out any accrued, unused vacation time and paid time off for Transferred Employees who are not located in Europe as required by applicable Law or the policies of Sellers. (h) The Purchaser Entities shall take all actions necessary to cause each Transferred Employee who, as of the Closing Date, is not aware a participant in a Seller Plan that is intended to meet the requirements of Section 401(k) of the Code (the “Seller 401(k) Plan”) to be allowed to participate as soon as administratively practicable after the Closing Date in a 401(k) plan sponsored by the Purchaser, the Purchaser Entities or their Affiliates (a “Purchaser 401(k) Plan”) and such Transferred Employee shall be eligible as soon as administratively practicable after the Closing to make elective deferrals into the Purchaser 401(k) Plan and to be eligible to receive employer contributions under the Purchaser 401(k) Plan, in accordance with the Purchaser 401(k) Plan’s terms. The Purchaser shall cause the Purchaser 401(k) Plan to accept rollover contributions of “eligible rollover distribution” (as defined in Section 401(a)(31) of the Code) from the Seller 401(k) Plan to the Purchaser 401(k) Plan (including notes associated with plan loans). (i) On the Closing Date, Seller shall pay (or shall cause its Affiliates to pay) to each applicable Transferred Employee any strikespayments due to such Transferred Employee in connection with (x) the Seller Portion of the Other Bonus Liabilities, work stoppagesand (y) the full amount of the applicable LTI Award, work slowdowns determined based on the full performance period, provided that Purchaser shall reimburse to Seller for Purchaser’s Portion of the LTI Awards, up to $1,500,000. Purchaser shall pay (or lockouts shall cause its Affiliates to pay) to each applicable Transferred Employee any payments due to such Transferred Employee under the terms of the applicable Bonus Plan, determined based on actual performance during the applicable performance period, other than the Seller Portion of the Other Bonus Liabilities. (j) The Purchaser Entities and their Affiliates shall, as of the Closing, assume and honor all Transferred Plans and shall be responsible for all Liabilities under any such Transferred Plans. (k) The Purchaser Entities and their Affiliates shall be solely responsible for any Liabilities and obligations arising under Section 4980B of the Code with respect to all Transferred Employees (and their spouses and dependents). (l) The Sellers and the Affiliates shall be solely responsible for, and neither the Purchaser Entities nor of their Affiliates shall have any threats thereofresponsibility, by Liability or obligation for, providing, or continuing to provide, health care contribution coverage as required under COBRA with respect to any of its employeesindividual who is not a Transferred Employee (and their spouses and dependents) who experienced a “qualifying event” or similar concept on, prior to or in connection with the Closing under any Seller Plan or ShareFile Plan subject to COBRA.

Employment Matters. (a) There will not be Schedule 3.14(a) sets forth, (i) with respect to each current Employee (including any amounts payable Employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, including disability, family or other leave, sick leave, or on layoff status subject to recall) (A) the name of such Employee and the date as of which such Employee was originally hired by Caza the Company, and whether the Employee is on an active or any inactive status; (B) such Employee’s title; (C) such Employee’s annualized compensation as of the Caza Subsidiaries date of this Agreement, including base salary, vacation and/or paid time off accrual amounts, bonus and/or commission potential for the current year, and severance pay entitlement; (D) whether such Employee is not fully available to its perform work because of a qualified disability or their respective officersother leave and, directorsif applicable, employees the basis of such disability or consultants for severance leave and the anticipated date of return to full service; (E) the Company facility at which such Employee is deemed to be located; and (F) each current benefit plan in which such Employee participates or termination pay upon termination is eligible to participate; and (ii) with respect to each current and former Employee, whether such current or former Employee has executed the Company’s standard form nondisclosure, confidentiality and assignment of employment, or for retention or bonus payments, in each case, on a change of control of Cazainventions agreement. (b) Except Schedule 3.14(b) contains a list of individuals who are currently performing services for the Company and are classified as disclosed in “consultants” or “independent contractors,” the Disclosure Letterrespective compensation of each such “consultant” or “independent contractor” and whether the Company is party to a consulting or independent contractor agreement with the individual. Any such agreements have been delivered or made available to the Parent and are set forth on Schedule 3.14(b). Any Persons now or heretofore engaged by the Company as independent contractors, there rather than Employees, have been properly classified as such, are no accrued bonuses payable not entitled to any officerscompensation or benefits to which regular, directorsfull-time Employees are or were at the relevant time entitled, employees or consultants of Caza or any of its subsidiariesand were and have been engaged in accordance with all applicable Laws, and received the proper tax treatment for all material compensation received by them. [***] Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) Each employment agreement is set forth on Schedule 3.14(c) and a copy of each employment agreement and any amendment thereto has been provided or made available to the Parent. Except as set forth in Schedule 3.14(c), the employment of each of the Employees is terminable by the Company at will (except for non-U.S. employees of the Company located in a jurisdiction that does not recognize the “at will” employment concept) and the Company does not have 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 Schedule 3.14(c). The Disclosure Letter contains a schedule containing a list Company has not, and to the knowledge of Company, no other Person has, (i) entered into any agreement that obligates or purports to obligate the Parent to make an offer of employment to any present or former Employee or consultant of the Company or (ii) promised or otherwise provided any assurances (contingent or other) to any present or former Employee or consultant of the Company of any terms or conditions of employment with the Parent following the Closing. The Company has delivered or made available to the Parent accurate and complete copies in all material respects of all executive officers employee manuals and handbooks, employment policy statements and employment agreements. (d) Except as set forth on Schedule 3.14(d), (i) none of Caza the current employees of the Company has given the Company written notice terminating his or her employment with the Company, or terminating his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement; (ii) the Company does not have a present intention to terminate the employment of any current Employee; and (iii) the Company is not and has not in the past five (5) years been engaged in any dispute or litigation with an Employee regarding intellectual property matters. (e) The Company is not presently, nor has been in the past, a party to or bound by any labor union contract, collective bargaining agreement or similar contract. The Company has no knowledge of any activities or proceedings of any labor union to organize any Employees. (f) The Company is not engaged and never has been engaged in any unfair labor practice, that, if adversely determined, would result in any material Liability to the Company. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting the Company or any Employees. There is not now pending and, to the Company’s knowledge, no Person has threatened in writing to commence, any such officers who slowdown, work stoppage, labor dispute, union organizing activity or any similar activity or dispute. (g) The Employees have been, and currently are, properly classified under the Fair Labor Standards Act of 1938, as amended, and under any similar Law of any state applicable to such employees. The Company is not delinquent to, or has failed to pay, any of its Employees, consultants or contractors for any material wages (including overtime, meal breaks or waiting time penalties), salaries, commissions, accrued and unused vacation to which they would be entitled under applicable Law, if any, bonuses, benefits or other compensation for any services performed by them or amounts required to be reimbursed to such individuals. The Company is not liable for any material payment to any trust or other fund or to any Governmental Entity, [***] Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). (h) Except as set forth in Schedule 3.14(h), the Company has not established a severance pay practice or policy. Except as set forth in Schedule 3.14(h), and except as provided in this Agreement, including without limitation Section 2.1 of this Agreement relating to the acceleration of Company Options and Company Restricted Stock, (i) the Company is not liable for any severance pay, bonus compensation, acceleration of payment or vesting of any equity interest, or other payments (other than accrued salary, vacation, or other paid time off in accordance with the Company’s policies) to any Employee arising from the termination of employment under any benefit or severance policy, practice, agreement, plan, program of the Company, applicable Law or otherwise; and (ii) as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company of any persons employed by the Company on or prior to the Closing Date, the Company will resign their respective positions effective at not have (A) any Liability that exists or arises under any Company benefit or severance policy, practice, agreement, plan, program, Law applicable thereto, including severance pay, bonus compensation or similar payment, or (B) to accelerate the time of payment or vesting, or increase the amount of or otherwise enhance any benefit due any Employee. Accordingly, as of the Closing Date, the Company shall have satisfied in full all of its obligations to such Employees, consultants and/or contractors for any severance pay, accelerated vesting, or any other payments whatsoever relating to any obligations arising on or prior to the Effective Time. (di) Caza has disclosed Except as provided in Schedule 3.14 (i), there are no claims pending or, to the Offeror Company’s knowledge, threatened in writing, before any Governmental Entity by any Employees for compensation, pending severance benefits, vacation time, vacation pay or pension benefits, or any other claim threatened in writing or pending before any Governmental Entity (or any state “referral agency”) from any Employee or any other Person arising out of the Company’s status as employer, whether in the Disclosed Information a list form of the position claims for employment discrimination, harassment, retaliation, unfair labor practices, grievances, wrongful discharge, breach of each employee of Caza and a summary of each such employees’ salarycontract, unfair business practice, tort, unfair competition or otherwise. Since December 31In addition, 2015there are no pending or, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror Company’s knowledge, threatened in writing claims or actions against the Disclosed InformationCompany under any workers compensation policy or long-term disability policy. (ej) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza The Company and no such agreement or contract has, to the Company’s knowledge of Cazaeach Employee, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion is in compliance with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, all applicable visa and Caza is not aware of any such threatened charges or claimswork permit requirements. (fk) Caza is not aware Schedule 3.14(k) sets forth (except as separately disclosed elsewhere in this Agreement) each plan or agreement of the Company pursuant to which any amounts may become payable (whether currently pending union organizing activities or proceedings involving, in the future including upon any future end of employment) to Employees of the Company as a result of or any pending petitions for recognition of, a labour union or association as in connection with transactions contemplated by this Agreement. [***] Certain information in this agreement has been omitted and filed separately with the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employeesSecurities and Exchange Commission. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or Confidential treatment has been requested with respect to any of its employeesthe omitted portions.

Employment Matters. In connection with the transition of the Business from Seller to Buyer: (a) There will not be any amounts payable It is acknowledged by Caza or any of the Caza Subsidiaries to its or their respective officers, directors, Buyer that the employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, listed on a change of control of Caza.Schedule 7.02 (ba) Except as disclosed in attached hereto (the Disclosure Letter, there are no accrued bonuses payable "Retained Employees") shall continue to any officers, directors, be employed by the Seller after the Closing Date. Buyer shall offer employment to all employees or consultants of Caza or any of its subsidiarieslisted on Schedule 4.16 hereto and marked with an asterisk (the "Transferred Employees"). (c) The Disclosure Letter contains Buyer agrees that each offer of employment made to Transferred Employee shall include (i) base salary compensation at least equal to the current base salary compensation paid to said Transferred Employee by Seller as of January 31, 1998, (ii) medical benefits which in the aggregate are substantially equivalent to those offered by Seller to its employees generally as of the date hereof (provided, however, that such coverage can be obtained by Buyer at substantially the same cost as to Seller), and (iii) the right to participate in a schedule containing a list retirement benefit plan qualified under the provisions of all executive officers Section 401(k) of Caza the Internal Revenue Code of 1986, as amended, that Buyer intends to establish shortly after the Closing, and such officers Transferred Employees will be credited by Buyer for all prior years of service with the Seller for purposes of eligibility and vesting, under such Plan. Buyer's Section 401(k) plan shall accept, subject to applicable law, roll-over contributions of distributions from Seller's savings plan for employees who will resign their respective positions effective at the Effective Timeaccept Buyer's offers of employment and commence employment with Buyer. (d) Caza has disclosed Seller shall be responsible for, and shall indemnify and hold Buyer harmless from, any severance benefits that may become payable to the Offeror any Transferred Employee who declines Buyer's good faith offer of employment made in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Informationaccordance with this Section 7.02. (e) There exists no collective bargaining agreement or Notwithstanding any other labour union contract applicable provision of this Section 7.02, Buyer shall have the right to any employees of Caza terminate the employment, and no such agreement or contract hasadjust the compensation, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges Employee hired by Buyer at will at any time for any or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claimsno reason. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not be None of Seller, any amounts payable by Caza subsidiary or any ERISA Affiliate has ever maintained, established, sponsored, participated in, contributed to, or is obligated to contribute to, or otherwise incurred any obligation or liability (including, without limitation, any contingent liability) under any (i) “multiemployer plan” (as defined in Section 3(37) of ERISA) or to any “pension plan” (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or Section 412 of the Caza Subsidiaries Code or (ii) any “welfare plan” (as defined in Section 3(1) of ERISA) that promises or provides retiree medical or other retiree welfare benefits to its any person. None of Seller, any subsidiary or their respective officersany ERISA Affiliate has any actual or potential withdrawal liability (including, directorswithout limitation, employees any contingent liability) for any complete or consultants for severance or termination pay upon termination partial withdrawal (as defined in Sections 4203 and 4205 of employment, or for retention or bonus payments, in each case, on a change of control of CazaERISA) from any multiemployer plan. (b) Except With respect to each “welfare plan” (as disclosed defined in Section 3(1) of ERISA) sponsored, maintained, contributed to, or required to be contributed to by Seller, any subsidiary of Seller, Seller and each of its United States subsidiaries have complied with the Disclosure Letterapplicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and the regulations thereunder or any state law governing health care coverage extension or continuation, there are no accrued bonuses payable except to the extent that such failure to comply could not reasonably be expected to have a Material Adverse Effect. Neither Seller nor Coffee People has any material unsatisfied obligations to any officersemployees, directorsformer employees, employees or consultants of Caza qualified beneficiaries pursuant to COBRA or any of its subsidiariesstate law governing health care coverage extension or continuation. (c) The Disclosure Letter contains None of Seller’s employee benefit plans will be assumed by Buyer as a schedule containing a list matter of all executive officers of Caza and such officers who will resign their respective positions effective at law or otherwise in connection with this Agreement or the Effective Timetransactions contemplated hereby. (d) Caza has disclosed With respect to all employees of Seller or Coffee People who work at any Subject Location: (i) Seller is not a party to any collective bargaining or union agreement, and, to the Offeror in Knowledge of Seller, there have been no efforts at any Subject Location to organize or the Disclosed Information employees at such location into a list of the position of each employee of Caza union; and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed (ii) to the Offeror in the Disclosed InformationKnowledge of Seller, there are no discussions, negotiations, demands, or proposals that are pending or that have been conducted or made with or by any labor union or association. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except Except as disclosed set forth in the Disclosure Letter. Caza has not received any written notification Schedule of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any Exceptions, each of Seller’s and Coffee People’s employees is in “good standing,” as defined in Section 2.8(a) (assuming none of Caza, and Caza such employees is not aware a former employee of any such threatened charges or claimsBuyer identified on Buyer’s internal records as ineligible to be rehired by Buyer). (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. 3.22.1 Section 3.22 of the Vendor Disclosure Schedule includes a complete and accurate list of (a) There will the names, titles and annual compensation entitlements and other compensation entitlements (including non-cash fringe benefits) of all Persons employed or engaged by each Target Corporation on a full or part-time basis and all persons (other than lawyers and external chartered accountants) who provide consulting or other services to either Target Corporation on a full or part-time basis, including all individuals who may be considered to be employees pursuant to Applicable Laws, notwithstanding that they may have been laid off or terminated or on a short term, long term or parental leave, together with the location of their employment, and (b) the date each such Person was hired or retained. 3.22.2 Since the date that is one (1) year prior to the date hereof, (x) there has not be been any amounts increase in the rate of compensation payable or to become payable by Caza either Target Corporation to a director, employee or officer of either Target Corporation (other than standard increases in connection with general, regularly-scheduled reviews consistent with past practice in respect of employees); (y) there has been no loan made to, nor grant of security nor guarantee to, or payment, grant or accrual of any bonus payment, retention payment, incentive compensation payment, service award payment, or other similar payment to a director, employee or officer of either Target Corporation; and (z) there have been no changes to the compensation structure applicable to any director, employee or officer of either Target Corporation. 3.22.3 The Purchaser has been provided with true and complete copies of any Contracts for the employment or engagement of any officer, director, consultant or employee of each Target Corporation. 3.22.4 No Target Corporation has entered into any Contract or made any arrangements with any of its employees or service providers which could reasonably be expected to have the effect of depriving it of the continued services of any such Persons following the Closing Date. To the Knowledge of the Vendor, none of the employees of either Target Corporation currently intends to resign their employment. 3.22.5 The employment of all employees of each Target Corporation may be terminated at any time without the payment of any consideration, except as may be required by Applicable Laws and consistent with the terms of their employment agreements as disclosed in Section 3.22 of the Vendor Disclosure Schedule. 3.22.6 Except as disclosed in Section 3.22 of the Vendor Disclosure Schedule, each Target Corporation has paid to the date of this Agreement, or to the last scheduled pay day immediately preceding the date of this Agreement, all amounts due and payable on account of salary, fees, bonus payments, commissions and all other remuneration and other payment obligations to or on behalf of any and all of its employees, and the Company Financial Statements properly reflect all required accruals, whether for vacation pay or otherwise. 3.22.7 No Target Corporation is a party to any collective bargaining agreement nor subject to any application for certification or threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement nor are there any current, pending or, to the Knowledge of the Vendor, threatened strikes or lockouts or any charge of unfair labour practice. No Target Corporation has experienced any work stoppage. 3.22.8 There are no material Claims for wrongful dismissal, constructive dismissal or any other material Claim, actual, pending or, to the Knowledge of the Caza Subsidiaries Vendor, threatened, or any litigation, actual, pending or, to its the Knowledge of the Vendor, threatened, relating to employment or their respective termination of employment of employees or independent contractors of either Target Corporation. 3.22.9 Each Governmental Authority has, in all material respects, operated in accordance with all Applicable Laws with respect to employment and labour, including employment and labour standards, occupational health and safety, pay equity, workers’ compensation, human rights and labour relations and there are no current, pending or, to the Knowledge of the Vendor, threatened proceedings before any Governmental Authority with respect to any employment or labour matters. 3.22.10 All officers, directors, consultants, employees or consultants for severance or termination pay upon termination of employmentany other engaged by each Target Corporation are covered by a valid work accident insurance, or for retention or bonus payments, in each case, on a change of control of Cazaupdated with all amounts paid. (b) Except as disclosed 3.22.11 Each Target Corporation is in compliance with all occupational health and security regulations, occupational health and security services are organized, employees consultation in the Disclosure Letterarea of occupational health and safety has taken place, risk assessment was done for all workstations and all recommendations in the reports of each of the workstations were followed. 3.22.12 All legal procedures to terminate employment and service providers contracts in the last 12 months have been followed by each Target Corporation. 3.22.13 The admission of all foreign employees was communicated to the competent national authorities, each Target Corporation keeps an updated record of the residence permit of such employees and there are no accrued bonuses payable foreign employees with an expired residence permit, or to be expired in the next six months, currently working at any Target Corporation. 3.22.14 No officers, directors, consultants, employees, service providers or any other engaged by each Target Corporation have holidays days due in a material amount and not enjoyed from before 2022. 3.22.15 No officers, directors, consultants, employees, service providers or any other engaged by each Target Corporation are entitled to any overtime or compensatory rest from before 2022. 3.22.16 Records of work time, overtime, holidays, disciplinary action, work accidents and vocational training are kept since the date of admission of any officers, directors, consultants, employees, service providers or any other engaged by each Target Corporation. 3.22.17 Neither of the Target Corporations was served with a notice issued by the competent national authorities in the past 8 years regarding labour or employment violations. 3.22.18 The registration and payment to the salary guarantee fund of all employees are complete and updated on each Target Corporation. 3.22.19 There are no tax or social security debts relating to any officers, directors, consultants, employees or consultants of Caza or any of its subsidiariesother engaged by each Target Corporation. (c) The Disclosure Letter contains a schedule containing a list 3.22.20 Each Target Corporation has complied with all Applicable Laws regarding prohibition of all executive officers of Caza discrimination and such officers who will resign their respective positions effective at the Effective Timeharassment. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not be For purposes of eligibility, vesting and, except with respect to any amounts payable by Caza or any pension benefit plan, calculation of benefits (except to the extent crediting such service would result in the duplication of benefits) under each of Parent's employee benefit plans, programs and arrangements in which an employee of the Caza Subsidiaries to its Company who is employed as of the Closing Date and who becomes an employee of Parent or their respective officersthe Surviving Corporation immediately following the Closing ("Continuing Employee") participates, directors, employees or consultants for severance or termination pay upon termination of employmentParent shall grant, or shall cause the Surviving Corporation to grant, each such Continuing Employee with credit for retention or bonus payments, in each case, on a change of control of Cazaall service with the Company. (b) Except As soon as disclosed practicable following the Effective Time, each Continuing Employee shall be eligible to participate in Parent's 401(k) plan, subject to the Disclosure Letter, there are no accrued bonuses payable to any officers, directors, employees or consultants terms of Caza or any of its subsidiariessuch plan. (c) The Disclosure Letter contains Parent shall provide, or shall cause the Surviving Corporation to provide, to each Continuing Employee (and each such Continuing Employee's beneficiaries and dependents) immediate coverage under a schedule containing health benefit plan maintained by the Surviving Corporation or Parent. Parent shall waive, or cause the Surviving Corporation to waive, any applicable pre-existing condition exclusion (to the extent such exclusion did not apply to a list pre-existing condition under the Company's plan) under any such health benefit plan, and, for purposes of any applicable deductibles, co-payments or out-of-pocket maximums under any such health benefit plan, each Continuing Employee shall receive credit under such health benefit plan for all executive officers of Caza and such officers who will resign their respective positions effective at amounts paid by them under the Effective TimeCompany's health benefit plan. (d) Caza has disclosed Each Continuing Employee shall enter into Parent's standard agreements for employees relating to the Offeror in the Disclosed Information a list of the position of each employee of Caza confidentiality, proprietary information, inventions and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Informationnon-competition. (e) There exists no It is expressly agreed that the provisions of this Section 7.4 are not intended to be for the benefit of or otherwise enforceable by any third Person, including, without limitation, any employee of the Company, or any collective bargaining agreement unit or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claimsorganization. (f) Caza is not aware Nothing herein shall prevent Parent, Merger Sub, the Company or the Surviving Corporation from amending or modifying any employee benefit plan, program or arrangement in any respect or terminating or modifying the terms and conditions of employment or other service of any currently pending union organizing activities or proceedings involving, particular employee or any pending petitions for recognition ofother person. Nothing contained in this Agreement shall create or imply any obligation on the part of Parent, a labour union Merger Sub, the Company or association as the exclusive bargaining agent for, or where the purpose is Surviving Corporation to organize, provide any group or groups of its employees. There is not currently pending, with regard continuing employment right to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Cazaindividual. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will Seller represents and warrants to Purchaser that the Personnel List identifies all Seller Personnel currently employed by Seller in connection with the operation of the Business. As soon as practicable after the date of this Agreement, Purchaser and Seller shall mutually agree upon the timing and method of formally contacting the current Seller Personnel (including the form of any written communications) regarding the transactions contemplated by this Agreement. Subject to the procedures established pursuant to the immediately preceding sentence, Purchaser shall have the right, prior to the Closing, to contact such Seller Personnel, as Purchaser deems appropriate in its discretion, for the purpose of making offers of employment with Purchaser effective as of the Closing on terms and conditions of employment determined by Purchaser and receiving written acceptances of such employment (in each case contingent upon the occurrence of the Closing and the consummation of the transactions contemplated by this Agreement). Purchaser shall offer employment at the Closing, on a full-time or transitional basis, to all employees of Seller other than the Non-Transferred Employees listed on Schedule 3.30. Any Seller Personnel, other than any Transitional Employees, who receives and accepts an offer of employment from Purchaser is hereinafter referred to as a “Transferred Employee.” At the Closing, Seller shall terminate each Transferred Employee and Transitional Employee and Purchaser’s offers of employment shall become effective immediately upon such termination by Seller. Purchaser shall give each Transferred Employee credit for his or her years of most recent continuous service with Seller for purposes of determining participation in, and benefit levels under, all of Purchaser’s vacation policies and benefit plans and programs (other than stock-based or similar equity incentive plans). Any Seller Personnel who does not become an employee of the Purchaser shall remain an employee of the Seller. Purchaser shall not be liable for any employees who do not become employed by Purchaser, except that Purchaser shall be responsible for payment of severance to Transitional Employees upon termination of their employment by Purchaser. Purchaser shall have no obligation with respect to, and Seller shall remain fully responsible for, all amounts payable (including, without limitation, any severance payments) owing to any Seller Personnel who do not become Transferred Employees or Transitional Employees (the “Non-Transferred Employees”); provided, however, that severance payments owing to those Non-Transferred Employees identified on Schedule 3.30 who are terminated by Caza Seller on the Closing Date and amounts owed for accrued but unpaid paid time off vacation to Transitional Employees identified on Schedule 3.30 whose employment is terminated by Seller may be paid by Seller out of its cash balances prior to the Closing; provided, further, that, to the extent the severance amount paid by Seller to any Non-Transferred Employee prior to the Closing exceeds the severance amount with respect to such individual on Schedule 3.30, the Cash Purchase Price shall be reduced by the amount of such excess on a dollar for dollar basis. Purchaser shall not be deemed to be a successor employer with respect to the employment of any Transferred Employee or Transitional Employee with respect to any benefit plans maintained by Seller for the benefit of such Transferred Employee or Transitional Employee. Nothing contained in this Agreement shall confer upon any Transferred Employee or Transitional Employee any right with respect to employment by Purchaser, nor shall anything herein interfere with the right of Purchaser, following any employment of any Transferred Employee or Transitional Employee, to terminate the employment of such Transferred Employee or Transitional Employee at any time, with or without cause, or restrict Purchaser in the exercise of its independent business judgment in modifying any of the Caza Subsidiaries to its terms and conditions of the employment of any such Transferred Employee or their respective officersTransitional Employee. For avoidance of doubt, directors, employees nothing in this Agreement shall create a contract of employment or consultants for severance or termination pay upon termination alters the at will status of employment, or for retention or bonus payments, in each case, on a change of control of Cazaany employee hired by Purchaser. (b) Except The offer of employment of each Transferred Employee shall expressly provide that (i) any accrued paid time off balances owing to such individual by Seller shall be carried over by Purchaser as disclosed an Assumed Liability (“Transferred Paid Time Off”), (ii) such individual will be eligible for Purchaser’s paid time off program (it being understood that Transferred Employees may accrue paid time off under Purchaser’s paid time off program until December 31, 2004 (“Accrued Paid Time Off”); however, beginning January 1, 2005, Transferred Employees may only accrue additional paid time off under Purchaser’s paid time off program to the extent that the balance of their Transferred Paid Time Off and Accrued Paid Time Off does not exceed Purchaser’s paid time off accrual limitations), and (iii) such individual is waiving his or her right to payment of accrued paid time off upon termination by Seller at Closing and releasing Seller (and its officers and directors) from any wage liability in the Disclosure Letter, there are no accrued bonuses payable connection with Purchaser’s agreement to any officers, directors, employees or consultants carry over such accrual in lieu of Caza or any of its subsidiariesSeller’s payment thereof at Closing. (c) The Disclosure Letter contains bonus amounts due and owing to certain Seller Personnel set forth on Schedule 3.30 may be paid by Seller out of its cash balances prior to the Closing; provided, however, that, to the extent the bonus amount paid prior to the Closing by Seller to any Seller Personnel exceeds the amount set forth or calculated with respect to such individual in accordance with Schedule 3.30, the Cash Purchase Price shall be reduced by the amount of such excess on a schedule containing a list dollar for dollar basis. Seller represents and warrants that the bonus(es) shall be paid only to the extent accrued in accordance with the terms of all executive officers the bonus plan or arrangement in the ordinary course of Caza and such officers who will resign their respective positions effective at the Effective Timebusiness. (d) Caza has disclosed All amounts paid pursuant to the Offeror this Section 5.8 in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed accordance with Schedule 3.30 shall be subject to the Offeror in the Disclosed Informationapplicable tax withholdings. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not With respect to the Employees, the Purchaser agrees: (i) for the 12 month period following the Closing Date, to provide (x) annual base salary or base wages, and cash incentive compensation opportunities that are no less favorable than the amount of such annual base salary or base wages and cash incentive compensation opportunities (excluding change in control, retention or any similar arrangements) provided to the Employees immediately prior to the Closing Date (it being understood that, as it relates to sales Employees, sales quotas/targets for 2013 may be set or adjusted in the Purchaser’s discretion), and (y) employee benefits that are substantially comparable in the aggregate as to those provided to similarly situated employees of Purchaser; (ii) for the calendar year including the Closing Date, to waive any amounts payable limitations regarding pre-existing conditions, exclusions and waiting periods under any plan that provides for medical benefits maintained by Caza the Purchaser or any of their Affiliates for the Caza Subsidiaries benefit of such Employee to the extent waived or satisfied under the applicable corresponding Company Benefit Plan or Seller Benefit Plan; (iii) for all purposes under all benefit plans of the Purchaser or its Affiliates, including, but not limited to, any plan that provides for vacation, paid-time-off or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus paymentsbenefits, in each casewhich such Employee is eligible to participate, on a change to treat all service by the Employee provided to the Company before the Closing Date as service provided to the Company, the Purchaser and their Affiliates, excluding benefit accruals under defined benefit pension plans and (iv) to recognize any unused sick, vacation or personal leave days that such Employee has accrued as of control the Closing Date for purposes of Cazathe vacation plan or policies of the Purchaser or its Affiliates. (b) Except as disclosed Without limiting the scope of Section 5.14(a), should the employment of any Employee be terminated during the 12 month period following the Closing (i) by the Purchaser or its Affiliates, or (ii) by the Employee on account of a relocation without consent of his or her principal place of employment to a location that increases his or her commuting distance by 50 miles or more, or on account of a change in his or her position such that it is no longer comparable to the Disclosure Letterposition held immediately prior to the Closing, there are the Purchaser shall provide such Employee severance payments and benefits in an amount no accrued bonuses payable less than that to any officerswhich the Employee would have been entitled pursuant to the terms of the severance pay plan applicable to such employee immediately prior to the Closing (taking into account both pre-Closing and post-Closing service performed by such Employee, directors, employees or consultants and without regard to the ability of Caza or any of its subsidiariesthe plan administrator thereunder to reduce the severance levels). (c) On or immediately prior to the Closing Date, Seller shall, or shall cause any applicable Subsidiary of Seller or other Affiliate of Seller to, fully vest the unvested account balances of the Employees who participated in The Disclosure Letter contains New York Times Companies Pension Plan and The New York Times Company Savings Restoration Plan as of immediately prior to the Closing. As soon as practicable after the Closing, the Purchaser shall cause to be maintained for the benefit of the Employees a schedule containing defined contribution plan intended to be qualified under Section 401(a) of the Code which includes a list qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (the “Purchaser’s 401(k) Plan”). As soon as practicable thereafter, and if requested by an Employee, the Seller or one of its Affiliates shall take all executive officers actions necessary to initiate a transfer of Caza eligible rollover distributions as defined in section 401(a)(31) of the Code, from the tax-qualified 401(k) plan maintained by the Seller or its Affiliates in which the Employees participate, to the Purchaser’s 401(k) Plan, and the Purchaser shall cause its 401(k) Plan to accept such officers who will resign their respective positions effective at rollover. Individual account balances shall be valued as of the Effective Timedate of transfer, and the transfer shall be in cash, except that outstanding loan balances shall be transferred in the form of notes or other documentation evidencing such loans. (d) Caza has disclosed As soon as practicable after the Closing, and in accordance with the terms of the Transition Services Agreement, the Purchaser shall cause the Company to be responsible for all health, disability and workers’ compensation claims in respect of the Employees or former employees of the Company (or their beneficiaries and dependents) that would otherwise be covered under a Seller Benefit Plan, Company Benefit Plan or a workers’ compensation policy of the Seller or its Affiliates. The Purchaser shall also cause the Company to be responsible for the provision of “COBRA” coverage under part 6 of Title I of ERISA with respect to the Offeror in the Disclosed Information a list Employees or former employees of the position Company (or their beneficiaries and dependents), regardless of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized when the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information“qualifying event” occurred. (e) There exists no collective bargaining agreement No provision of this Agreement is intended to or other labour union contract applicable will create any third party beneficiary rights to any employees person, including any Employee, any representative of Caza and no an Employee, or any dependent of such agreement or contract hasan Employee, to the knowledge of Cazaincluding, been directly or indirectly requested by any employee or group of employees of Cazawithout limitation, nor has there been any discussion with respect thereto by management of Caza with to continued employment or resumed employment, employee benefits or any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claimsother matter. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as Neither the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to Purchaser nor any of its facilitiesAffiliates shall adopt, become a sponsoring employer of, or, except as otherwise provided in Section 5.14(d), have any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns liabilities or lockouts nor of any threats thereof, by or obligations with respect to any of its employeesthe Seller Benefit Plans.

Employment Matters. (a) There will Except as hereinafter specifically provided, RCG shall not be assume any amounts payable employment obligation, wage or salary payment obligation or Employee Benefit Plan obligation of Sellers. Effective the Closing Date, Sellers shall terminate the employment of each Facility Employee. On the Closing Date, or as soon as practica- ble thereafter, Sellers shall pay each such persons all accrued wages, salary, commission, bonus and other employee compensation payments and make all federal, state and local withholding taxes for all periods prior to the Closing Date. Sellers shall cause its insurance carrier to satisfy, all valid claims for covered medical, health and hospital benefits, including, but not limited to, workers' compensation, life insurance, and medical and disability programs, under the Employee Benefit Plans brought by Caza such employees relating to claims arising prior to the Closing Date. In addition, Sellers shall pay or provide for all employee benefits accrued for all periods prior to the Closing Date, all in accordance with applicable law. Upon ter- mination of employment as provided herein, Sellers shall give each of their terminated employees all required notices and information with respect to the continuation of certain health insurance coverage by Sellers and shall make available all such coverage required by Section 4980B of the Code to any of the Caza Subsidiaries to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination who do not become employees of employment, or for retention or bonus payments, in each case, on a change of control of CazaRCGSE. (b) Except as disclosed Effective the Closing Date, RCGSE shall offer employment to all Facility Employees who desire to become employees of RCGSE, in the Disclosure Letter, there are no accrued bonuses payable same positions and at reasonably comparable salaries and wages as immediately before the Closing Date. RCGSE will provide such employees all of the fringe benefits made gen- erally available to any officers, directors, employees or consultants of Caza or any of its subsidiariesemployees. (c) The Disclosure Letter contains a schedule containing a list Nothing contained in paragraphs (a) or (b) of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed this Section 5.7 shall be deemed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of create or give rise to any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement employment or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed contractual rights in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware favor of any such threatened charges or claimsemployees, all of whom shall, from and after the Closing Date, be employees-at-will of RCGSE and none of whom shall be deemed for any purpose a third party beneficiary of this Agreement. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will At Closing, Crackle shall facilitate the transfer and the employment by the JV Entity of the Employees employed by Crackle, CPE or another Affiliate thereof that are providing services in connection with the Crackle VOD Business, all of which are set forth on Schedule 5.11(a) (“Existing Crackle Employees”), and the JV Entity shall (i) assume, and thereafter perform, all obligations of Crackle (or its applicable Affiliate) under each Employment Agreement Employee’s employment agreement (each, a “Crackle Employment Agreement”), and (ii) offer to each Existing Crackle Employee not be any amounts payable party to an employment agreement at Closing (an “Other Employee”), effective as of Closing, terms and conditions of employment, including with respect to location, role, position, and base pay that are substantially equivalent in terms of location, role, position, and base pay as was provided by Caza Crackle or any of its Affiliates to Existing Employees immediately prior to Closing (“Substantially Similar Terms”); provided, however, that the Caza Subsidiaries JV Entity may offer any such Other Employee terms and conditions of employment which are lesser than Substantially Similar Terms, but in the event that such Other Employee does not accept such employment offer, he or she shall be deemed to have been terminated by the JV Entity without cause (a “JV Terminated Employee”), and the JV Entity shall have the liability for (or reimburse Crackle for, as the case may be) payment of severance (in accordance with the JV Entity Severance Policy) and provision of related benefits to such JV Terminated Employee. The offer of employment required by this Section 5.11(a) shall be delivered to each Other Employee by CSSE on behalf of the JV Entity in writing prior to the Closing Date and shall be conditioned upon and effective at Closing. Prior to the delivery of the employment offer to the Other Employees, CSSE shall provide to Crackle for its reasonable and timely review a draft of the form of offer of employment to be made to such employees. Each Employment Agreement Employee shall be notified in writing by Crackle of the transfer of his or their respective officersher Crackle Employment Agreement prior to the Closing Date, directors, employees or consultants for severance or termination pay which transfer shall be conditioned upon termination and effective at Closing. Each Other Employee who accepts the JV Entity’s offer of employment, and each Employment Agreement Employee whose employment agreement is transferred to the JV Entity at Closing, shall be referred to herein as a “Transferred Employee.” After the date hereof, CPE and Crackle shall promptly provide to CSSE all information requested by CSSE that is or will be reasonably necessary for retention or bonus paymentsthe JV Entity to comply with its obligations with respect to the Transferred Employees under this Section 5.11(a) and the other provisions of this Section 5.11. Such obligations include, without limitation, those arising under the Older Workers Benefit Protection Act and information that must be supplied when any terminated employees are part of a reduction in each case, on a change of control of Cazaforce. (b) Except as disclosed For purposes of any notice, retention, severance, retrenchment or termination of any benefit plan, program, policy, agreement or arrangement, the parties to this Agreement intend that the transactions contemplated by this Agreement shall not constitute a severance of employment of any Existing Crackle Employee or Transferred Employee prior to or upon the consummation of the transactions contemplated hereby, so that (i) Transferred Employees will be offered continuous and uninterrupted employment immediately before, during and immediately following the Closing, and (ii) Existing Crackle Employees who received an offer of employment which contained Substantially Similar Terms but who rejected such offer will be offered continuous and uninterrupted employment after closing with Crackle (or an Affiliate thereof) or terminated by Crackle (or an Affiliate thereof), at its sole expense, and in its sole discretion. The JV Entity shall retain and be solely responsible for all liabilities in respect of claims made by any Transferred Employee or JV Terminated Employee for any notice, retention, severance, retrenchment, termination pay or other benefits arising from any action or inaction of the Disclosure LetterJV Entity after Closing (including claims for constructive dismissal, there are no accrued bonuses payable termination indemnities, any damages arising from a breach of such Transferred Employee’s employment contract, and any payments required to be made under any officers, directors, employees or consultants applicable law in respect of Caza or any the termination of its subsidiariesthe Employee’s employment). Crackle similarly shall be responsible for all such liabilities in respect to Existing Crackle Employees who received an offer of employment which contained Substantially Similar Terms and who rejected such offer. (c) The Disclosure Letter contains a schedule containing a list Effective as of the Closing, subject to Section 5.11(c), below, each Transferred Employee shall cease to actively participate in (including eligibility to contribute to) and accrue benefits under all executive officers Crackle Benefit Plans. After the Closing Date, the JV Entity shall cooperate with Crackle to provide each other with such current information regarding the Transferred Employees on an ongoing basis as may be necessary to facilitate determinations of Caza eligibility for, and such officers who will resign payments of benefits to, the Transferred Employees under any applicable Benefit Plans that continue to be maintained by CPE or Crackle or any of their respective positions effective at the Effective TimeAffiliates. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information[Reserved]. (e) There exists no collective bargaining agreement or other labour union contract applicable For all purposes (including purposes of vesting, eligibility to participate and level of benefits, but excluding defined benefit pension plans) under the employee benefit plans pursuant to which the JV Entity provides benefits to any employees Transferred Employee after the Closing (the “New Plans”), each Transferred Employee shall be credited with his or her years of Caza and no such agreement or contract hasservice with the JV Entity, to the knowledge same extent as such Transferred Employee was entitled, before the Closing, to credit for service with Crackle under any similar Benefit Plan in which such Transferred Employee participated or was eligible to participate immediately prior to the Closing; provided, however, the foregoing shall not apply to the extent that its application would result in a duplication of Cazabenefits. In addition, and without limiting the generality of the foregoing, the JV Entity shall use best efforts to ensure that (i) each Transferred Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing coverage under a Benefit Plan in which such Transferred Employee participated immediately before the Closing (such plans, collectively, the “Old Plans”) and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Transferred Employee, the JV Entity shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been directly waived under the comparable Old Plans in which such employee participated immediately prior to the Closing. The JV Entity shall cause eligible expenses incurred by such employee and his or indirectly requested by any employee or group her covered dependents during the portion of employees the plan year of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed the Old Plans ending on the date such employee’s participation in the Disclosure Letter. Caza has not received any written notification corresponding New Plan begins to be taken into account under the New Plan for purposes of any unfair labour practice charges satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any her covered dependents for the applicable plan year as if such threatened charges or claimsamounts had been paid in accordance with such New Plan. (f) Caza is not aware With respect to Existing Crackle Employees: (i) Crackle shall retain the obligation to provide health continuation coverage required by Section 4980B of the Code (“COBRA”) under a Benefit Plan with respect to any currently pending union organizing activities Employee and his or proceedings involvingher “qualified beneficiaries” (as defined in Section 4980B(g)(1) of the Code) who experience a “qualifying event” (as defined in Section 4980B(f)(3) of the Code) prior to the Closing Date, and the JV Entity shall assume the obligation to provide health continuation coverage required by COBRA under a New Plan with respect to any Transferred Employee or any pending petitions for recognition ofJV Terminated Employee and his or her qualified beneficiaries (as defined in Section 4980B(g)(1) of the Code) who experience a “qualifying event” (as defined in Section 4980B(f)(3) of the Code) on or after the Closing Date. (ii) Effective on the Closing Date, the JV Entity shall provide to the Transferred Employees the right to participate in a labour union tax-qualified “401(k)” plan sponsored, established or association as maintained by the exclusive bargaining agent forJV Entity (the “JV Entity 401(k) Plan”). Each Transferred Employee who, prior to the Closing, participated in a 401(k) plan sponsored or where the purpose is to organize, any group maintained by Crackle or groups of its employees. There is not currently pending, with regard to any of its facilitiesAffiliates (the “Crackle 401(k) Plan”) shall be given the opportunity by Crackle as soon as administratively practicable after the Closing Date to receive a distribution of his or her account balance under the Crackle 401(k) Plan (in cash, but also including any proceedings before promissory notes for associated participant loans) and by the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of CazaJV Entity to elect to roll over such account into the JV Entity 401(k) Plan. (g) Caza is not aware The JV Entity shall assume and honor under substantially equivalent terms to those currently provided by Crackle, all vacation, sick leave and other personal time off accrued and unused as of any strikesthe Closing of each Transferred Employee. Thereafter, work stoppagessuch accrued and unused time shall be subject to the vacation, work slowdowns or lockouts nor sick leave and other personal time-off policies of any threats thereofthe JV Entity applicable to the respective Transferred Employee, consistent with this Section 5.11. (h) Crackle and its Affiliates shall be solely responsible for workers’ compensation obligations by or with respect to any Transferred Employee that are incurred prior to the Closing and the JV Entity and its Affiliates (excluding Crackle) shall be solely responsible for workers’ compensation by or with respect to any Transferred Employee that are incurred on or after the Closing. Crackle also shall be responsible for such post-Closing obligations regarding Existing Crackle Employees who received an offer of employment which contained Substantially Similar Terms and who rejected such offer. For purposes of this Section 5.11(h) a workers’ compensation claim shall be considered incurred before the Closing if the injury or condition giving rise to the claim occurs before the Closing. Crackle acknowledges and agrees that, unless otherwise provided under applicable Law, Benefit Plans that provide group health benefits shall be solely responsible for health benefit claims incurred by Transferred Employees before the Closing and JV entity shall be responsible for all health benefit claims incurred by Transferred Employees on or following Closing. A health benefit claim shall be considered incurred before the Closing if rendering of the health service occurs before Closing. (i) Notwithstanding anything to the contrary contained herein, at Closing, the JV Entity shall adopt a severance policy (the “JX Xxxxxxxxx Policy”) applicable to Existing Crackle Employees (including JV Terminated Employees and Transferred Employees) with respect to any termination of any such Existing Crackle Employee at Closing, or, in the case of Transferred Employees, at any time during the period commencing on the Closing Date and ending on the ninety first (91st) day following the Closing Date. The JX Xxxxxxxxx Policy shall provide for severance benefits equivalent in value, including all payment obligations, to Crackle’s existing severance policy (inclusive of the payment of base salary, COBRA reimbursement and third party recruiting/placement services, but not bonuses); provided, however, the JX Xxxxxxxxx Policy may provide that terminated Transferred Employees receive staggered severance payments rather than lump sum payments. The JV Entity shall reimburse CPE, or any Affiliate thereof, promptly upon written request therefore, for any COBRA provided to a JV Terminated Employee or a Transferred Employee under a Crackle Benefit Plan, or any other Benefit Plan maintained by CPE or any Affiliate thereof. The JX Xxxxxxxxx Policy shall condition all payments and benefits on execution by any terminated Transferred Employee or JV Terminated Employee of a separation agreement and release in favor of the JV Entity, Crackle and CSSE, in form and substance reasonably satisfactory to counsel for the JV Entity. The form of separation agreement counsel for the JV Entity prepares will not reduce any payments or benefits that, pursuant to this Agreement, the JV Entity undertakes to offer to each contemplated Transferred Employee. The JV Entity Severance Policy shall not permit termination of severance payments to any terminated Transferred Employee or JV Terminated Employee because such employee finds other employment. Crackle shall remain responsible for payment to all Existing Crackle Employees of all year-end bonuses for the fiscal year ending March 31, 2019, and Crackle shall pay same as and when due and the same shall be payable in accordance with Crackle’s and its employeesAffiliates’ internal policies. With respect to any Transferred Employee, the payment of such bonus shall be subject to his or her continued employment with the JV Entity through the date such payments are due. (j) In the event of a conflict between this Section 5.11 and any employee-related Benefit Plan, program, arrangement, contract or practice of the JV Entity, this Section 5.11 shall control.

Employment Matters. (a) There Buyer agrees to offer employment effective immediately after the Closing Date to all employees of Seller, other than any persons not actively involved in the Business or employees identified by Buyer (in its sole discretion) on a written list provided to Seller at least two (2) business days prior to the Closing (the “Excluded Employees”). The employment offers made by Buyer will not take the form of a written offer letter requiring employee responses, and any employee accepting such offer will be any amounts payable by Caza required to acknowledge his or her voluntary resignation from Seller as of the Closing Date. Nothing in this Section 4.8 shall be construed to provide a guarantee of continued employment to any of the Caza Subsidiaries Seller’s employees who become employed by Buyer, and Buyer reserves the right to its or their respective officersamend, directors, employees or consultants for severance or termination pay upon termination of employmentmodify, or for retention or bonus payments, terminate any employee benefit plans from time to time in each case, on a change of control of Cazaits sole discretion. (b) Except as disclosed Subject to acceptance of employment with Buyer, all employees (other than Excluded Employees) shall cease to be employees of Seller effective on the date they commence employment with Buyer. With respect to employees of Seller who accept employment with Buyer, promptly following their commencement of employment with Buyer Seller will pay each such person all accrued wage, salary, commission, bonus and other employee compensation payments for all periods prior to the Closing Date to which such person is entitled. In addition, Seller will pay or provide for all other employee benefits maintained by Seller for all periods prior to the Closing Date other than vacation accruals, which shall be assumed by Buyer (and reflected on the Closing Balance Sheet), all in the Disclosure Letter, there are no accrued bonuses payable to any officers, directors, employees or consultants of Caza or any of its subsidiariesaccordance with applicable Law. (c) The Disclosure Letter contains a schedule containing a list Seller shall be responsible for payment of all executive officers of Caza and such officers who will resign their respective positions effective at any severance amounts to which any Excluded Employee is entitled under Seller’s severance pay plan in effect on the Effective TimeClosing Date. (d) Caza has disclosed Buyer and the buying group (as defined in Treasury Regulation Section 54.4980B-9, Q&A-3(b)) of which it is a part (the "Buying Group") shall be solely responsible for providing continuation coverage (and giving any required notices related thereto) pursuant to (i) Section 4980B(f) of the Code, Part 6 of Subtitle B of Title I of ERISA and similar state law to those individuals who are M&A qualified beneficiaries (as defined in Treasury Regulation Section 54.4980B-9, Q&A-4(a)) with respect to the Offeror in transactions contemplated by this Agreement (collectively, the Disclosed Information "M&A Qualified Beneficiaries"), and (ii) Title III of the American Recovery and Reinvestment Act of 2009 (as amended and extended), including all guidance promulgated thereunder, to the extent applicable with respect to the M&A Qualified Beneficiaries. With respect to each Employee Benefit Plan that is a group health plan, Seller shall provide to Buyer prior to the Closing Date a list of the position of names and contact information for each employee of Caza individual who: (i) is currently receiving continuation coverage, (ii) is eligible to receive continuation coverage and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any whom the election period (as defined in Section 4980B(f)(5) of its employeesthe Code) has not expired, or (iii) will otherwise be an M&A Qualified Beneficiary in connection with the transactions contemplated by this Agreement.

Employment Matters. (a) There Prior to Closing, HP will not offer employment to all individuals who are Regular Personnel and who are identified on Schedule 7.5hereto with such employment to become effective (the "New Employment Start Time") on the first business day after the Closing Date, and to be any amounts payable by Caza or any contingent upon the consummation of the Caza Subsidiaries transactions contemplated by this Agreement. Symantec and HP agree to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on select a change of control of Cazamutually agreeable payroll and benefit coverage transition date. (b) Except as disclosed Symantec shall terminate each Regular Personnel, other than the seven employees listed in the Disclosure LetterSection 7.5(f) below, there are no accrued bonuses payable to any officers, directors, employees or consultants of Caza or any of its subsidiaries. who has accepted (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that which acceptance has not been disclosed withdrawn) an offer of employment extended pursuant to Section 7.5(a) above on and as of the Closing Date, such termination to be deemed effective as of 11:59 p.m. Pacific Daylight Time on the Closing Date. Symantec agrees that all such Regular Personnel will complete their workdays at the close of business on the Closing Date. HP will hire effective as of the New Employment Start Time, on an "at will" basis and subject to HP's terms, conditions and policies of employment, including without limitation those set forth in the offer letters from HP to each of the Regular Personnel, each of the Regular Personnel who are terminated by Symantec on the Closing Date pursuant to the Offeror foregoing sentence. HP reserves the right to redefine job content or position description of any employee. Nothing contained in this Section 7.5 is intended or shall be deemed to (i) require HP to employ such persons for any fixed or predetermined time after the Disclosed Information. Closing, or (eii) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by confer upon any employee of Symantec, past, present, or group future, any rights of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification employment of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor nature, it being understood and agreed that the provisions of this Section 7.5 are there any current union representation claims involving any employees of Cazaintended to set forth an agreement between HP and Symantec, and Caza is are not aware of intended to benefit any such threatened charges or claims. (f) Caza is persons not aware of any currently pending union organizing activities or proceedings involvingparty to this Agreement, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.including

Employment Matters. (a) There will not be The Seller Parties shall deliver an updated Employee List to the Buyer in the event that (i) the employment with any amounts payable by Caza Seller Party or any of its Affiliates of any Subject Employee is terminated, or (ii) any individual who is not listed on the Caza Subsidiaries Employee List becomes a Subject Employee. Prior to the Closing, Buyer may, at its sole discretion, extend offers of employment to any or their respective officersall of the Subject Employees. All offers of employment to be made by Buyer pursuant to this Section 6.8 shall be made contingent upon and effective as of the Closing. The individuals who accept such offers of employment from Buyer are hereafter collectively referred to as the “Transferred Employees.” To the extent requested by Buyer, directors, employees each Seller Party shall provide Buyer with reasonable access to each Subject Employee listed on the Employee List between the date hereof and the Closing Date and no Seller Party or consultants for severance any of its Affiliates shall directly or termination pay upon termination indirectly interfere with any attempt by Buyer to make an offer of employment to any such Subject Employee or otherwise take any action which might reasonably be expected to cause such Subject Employee to disfavor or decline any such offer of employment, or for retention or bonus payments, in each case, on a change of control of Caza. (b) For the avoidance of doubt, nothing contained in this Section 6.8 shall be deemed to guarantee, or be construed as guaranteeing, employment to any particular employee for a period greater than otherwise required by any applicable Law. Except as disclosed provided otherwise in this Section 6.8 or as required by applicable Law, the Disclosure Letterterms of the Transferred Employees’ employment shall be upon such terms and conditions as the Buyer, there are no accrued bonuses payable to any officersin its sole discretion, directors, employees or consultants of Caza or any of its subsidiariesshall determine. (c) The Disclosure Letter contains a schedule containing a list No provision of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of this Section 6.8 shall create any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement third party beneficiary or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by rights in any employee or group former employee (including any beneficiary or dependent thereof) of employees any Seller Party or of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed Affiliates in the Disclosure Letter. Caza has not received any written notification respect of any unfair labour practice charges continued employment (or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges resumed employment) with Buyer or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilitiesAffiliates, and no provision of this Section 6.8 shall create any proceedings before the applicable Governmental Authority wherein such rights in any labour organization is seeking representation such persons in respect of any employees of Caza. (g) Caza is not aware of benefits that may be provided, directly or indirectly, under any strikes, work stoppages, work slowdowns Employee Benefit Plan or lockouts nor of any threats thereof, plan or arrangement which may be established by Buyer or with respect to any of its employeesAffiliates. No provision of this Agreement shall constitute a limitation on rights to amend, modify or terminate after the Closing Date any such plans or arrangements of Buyer or any of its Affiliates.

Employment Matters. Effective as of the Closing, Buyers shall offer employment to all Employees on terms substantially equivalent to the Employees’ current employment terms with Sellers. Buyers agree, for a period of eighteen (a18) There will months after the Closing, not be to (A) relocate the portion of the Business located in Puerto Rico and (B) relocate the portion of the Business located in Lxxx Lakes, Minnesota more than twenty five (25) miles from its current location, provided, that with respect to subsection (B) either, Buyers must comply with the relocation notice provisions in that certain letter agreement between Synovis Life and Cardiac Pacemakers, Inc., dated as of December 19, 2007 or Cardiac Pacemakers, Inc. must waive such notice provisions if Buyers intend to take any amounts payable action inconsistent with such letter. In addition, Buyers and their Affiliates shall recognize each Continuing Employee’s service with the Sellers, including in conformance with Puerto Rico Act 80 of May 30, 1976, as amended, prior to the Closing Date as service with Buyers and their Affiliates in connection with any Employee Benefit Plan or other similar arrangement (including vacation and holiday entitlement) maintained by Caza Buyers or any of their Affiliates in which such employee participates and which is made available following the Caza Subsidiaries to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Caza. (b) Except as disclosed in the Disclosure Letter, there are no accrued bonuses payable to any officers, directors, employees or consultants of Caza Closing Date by Buyers or any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment Affiliates for purposes of any extraordinary compensation that has not been disclosed to waiting period, vesting, eligibility and benefit entitlement in accordance with the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware terms of any such threatened charges plan or claims. (f) Caza is arrangement. Buyers shall not aware of be responsible for any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or Liability with respect to any employee who is offered but rejects an equivalent position with the Buyer and thereby is not a Continuing Employee (provided, that conditioning employment with the Buyer upon an Employee’s execution of its employeesa non-compete agreement with Buyers shall not constitute a non-equivalent position), and with respect to Continuing Employees, shall be responsible only to the extent that such obligation or Liability relates to the period beginning on or after the Closing Date. Except as agreed upon under Section 2(e), Sellers shall pay all Employees all accrued salaries, accrued and unused vacation days and any other eligible accrued benefits as of the Closing Date. Sellers shall pay any bonuses and incentives (even on a prorated basis) owed to the Employees under Sellers’ policies and programs as of the Closing Date, including, but not limited to, those payments set forth on Schedule 2(k). Sellers shall comply with all applicable provisions under COBRA, ERISA and the WARN Act. Sellers shall be responsible for all owed wages, including overtime pay and meal periods penalties (to non-exempt Employees) and for accrued benefits under applicable laws and Sellers’ Employee Benefits Plans.

Employment Matters. (a) There will Buyers shall not be any amounts payable by Caza or obligated to employ any of Sellers' employees and any such employment by Buyers shall be at their sole discretion and, subject to the Caza Subsidiaries terms of this Section 6.9, shall be on terms, conditions and policies of employment established by Buyers; provided, however, that Buyers shall not have the right to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, employ any person designated on a change of control of CazaSCHEDULE 3.12 as an employee to be retained by Sellers. (b) Except as disclosed Subject to applicable law, within a reasonable period of time after the First Closing Date, Sellers shall transfer from the Xxxxxx Communications Corporation 401(k) Retirement Plan (the "Sellers' 401(k) Plan") to any 401(k) plan established by Buyers (the "Buyers' 401(k) Plan") an amount, in cash, equal to the aggregate account balances held in the Disclosure LetterSellers' 401(k) Plan as of the date of transfer with respect to all employees of Sellers hired by Buyers as of the Effective Date of the Time Brokerage Agreements (each a "First Closing Hired Employee"). Prior to the date of any such transfer, there are no accrued bonuses payable and as preconditions thereto: (i) Buyers shall use commercially reasonable efforts to deliver to Sellers a copy of the most recently issued IRS determination letter (or other proof satisfactory to counsel for Sellers) that Buyers' 401(k) Plan is qualified under the Code, and (ii) Sellers shall use commercially reasonable efforts to deliver to Buyers a copy of the most recently issued IRS determination letter (or other proof satisfactory to counsel for Buyers) that Sellers' 401(k) Plan is qualified under the Code. Subject to applicable law, within a reasonable period of time after the Second Closing Date, Sellers shall transfer from Sellers' 401(k) Plan to Buyers' 401(k) Plan an amount, in cash, equal to the aggregate account balances held in Sellers' 401(k) Plan as of the date of transfer with respect to all employees of Sellers hired by Buyers as of the Second Closing Date (each a "Second Closing Hired Employee" and, collectively with the First Closing Hired Employees, the "Hired Employees"). Subsequent to any officerstransfer of assets to Buyers' 401(k) Plan, directorsneither Sellers nor Sellers' 401(k) Plan shall retain any liability with respect to any Hired Employee to provide him or her with benefits in accordance with the terms of Sellers' 401(k) Plan. Sellers and Buyers agree to cooperate with respect to any government filing, employees or consultants including, but not limited to, the filing of Caza or any IRS Forms 5310-A, if necessary, to effect the transfer of its subsidiariesassets contemplated by this Section 6.9(b). (c) The Disclosure Letter contains a schedule containing a list For each Hired Employee, Buyers shall offer health and other welfare plan coverage to all Hired Employees and their dependents under the terms and conditions generally applicable to Buyers' employees as of the dates of hire for First Closing Hired Employees and Second Closing Hired Employees. For purposes of providing such coverage, if and to the extent permitted by Buyer's group health plan or other welfare plan, Buyers shall waive all executive officers pre-existing condition limitations for all Hired Employees and their dependents covered by Sellers' group health plan or other welfare plan, without the application of Caza any eligibility period for coverage. If and to the extent permitted by Buyer's healthcare plans, for each Hired Employee, Buyers shall credit all employee payments toward deductible and co-payment obligations under Sellers' healthcare plans for the plan year which includes the First Closing Date for all First Closing Hired Employees and the Second Closing Date for all Second Closing Hired Employees as if such officers who will resign their respective positions effective at payments had been made for similar purposes under Buyers' healthcare plans during the Effective Timeplan year which includes such Closing Dates. (d) Caza has disclosed Sellers shall be responsible for any amount payable to the Offeror each First Closing Hired Employee and each Second Closing Hired Employee for vacation, sick leave and personal days accrued but unused by such employees, in the Disclosed Information a list each case as of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31First Closing Date or Second Closing Date, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Informationas applicable. (e) There exists no collective bargaining agreement or other labour union contract applicable This Section 6.9 shall operate exclusively for the benefit of the parties to any employees of Caza this Agreement and no such agreement or contract has, to is not intended for the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification benefit of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there other person, including, without limitation, any current union representation claims involving any employees of Caza, and Caza is not aware or former employee of any such threatened charges or claimsparty hereto. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There The CCR Parties have provided to the CCBCC Parties a complete and accurate list of the following information as of the date of this Agreement for each CCR Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the Closing, the CCR Parties will provide to the CCBCC Parties the following information as of immediately prior to the Closing (to the extent that such information can be generated at least sixty (60) days prior to the Closing and as early prior to the Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to the Closing) for each CCR Business Employee: service credit for purposes of vesting and eligibility to participate under any amounts payable by Caza CCR Employee Plan (including any vacation or any other paid time off policy of the Caza Subsidiaries CCR Parties). The parties agree and acknowledge that, due to its or their respective officersthe timing of the deliveries contemplated by the preceding sentence, directorsand as a result of ordinary course personnel turnover, employees or consultants certain individuals who are identified as CCR Business Employees in connection with the deliveries contemplated by the preceding sentence may not be CCR Business Employees at the Closing, and certain individuals who are not identified as CCR Business Employees in connection with the deliveries contemplated by the preceding sentence may be CCR Business Employees at the Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, prior to the Closing, the CCR Parties will provide to the CCBCC Parties, for severance or termination pay upon termination each CCR Business Employee, data relating to the amount of employment, or for retention or bonus payments, in each case, on a change sick and vacation leave that is accrued but unused as of control of Cazathe Closing. (b) Except as disclosed in set forth on Section 3.13(b) of the CCR Disclosure LetterSchedule, (i) none of the CCR Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the CCR Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the CCR Parties, there are no accrued bonuses payable currently filed petitions for representation with respect to any officers, directors, employees or consultants the formation of Caza or a collective bargaining unit involving any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza CCR Business Employees and no such agreement or contract haspetitions for representation have been filed or, to the knowledge Knowledge of Cazathe CCR Parties, been directly threatened in the past two (2) years; (iv) there is no unfair labor practice or indirectly requested labor arbitration proceeding brought by any employee or group on behalf of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employeesthe CCR Business Employees pending or, except as disclosed to the Knowledge of the CCR Parties, threatened against the CCR Parties and no such proceeding has been initiated or, to the Knowledge of the CCR Parties, threatened in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Cazapast two (2) years; and (v) no labor dispute, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involvingwalk out, strike, slowdown, hand billing, picketing, or any pending petitions for recognition ofwork stoppage involving the CCR Business Employees has occurred, a labour union or association as is in progress or, to the exclusive bargaining agent forKnowledge of the CCR Parties, or where has been threatened in the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Cazapast two (2) years. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not be any amounts payable by Caza or any The Disclosure Schedule contains a complete and accurate list, as of the Caza Subsidiaries date of this Agreement, of all Business Employees, along with (i) the position, business location, exempt or non-exempt status for purposes of the Fair Labor Standards Act, birth date, hire date, years of service, grade level, base salary and target bonus of each such person and (ii) severance amounts owed to its such Business Employees if such Business Employees had been notified of termination as of May 31, 2005, consisting of base salary, paid-time off and sabbatical amounts, prorated bonus, notice period payment and outplacement costs of each such person. Except as set forth in the Disclosure Schedule, each such Business Employee has entered into an assignment of inventions, non-competition, confidentiality, nonsolicitation and developments agreement with the applicable Business Subsidiary or their respective officersSeller, directorsa copy of which previously has been delivered to the Buyers. The Sellers have provided to the Buyers complete copies of all material written employment, severance and termination agreements for each Business Employee, as applicable. There are currently no independent contractors, consultants, temporary employees, leased employees or consultants for severance other agents employed or termination pay upon termination used with respect to the operation of employment, the Business and classified as other than Business Employees or for retention compensated other than through wages paid by a Seller or bonus payments, in each case, on a change of control of CazaBusiness Subsidiary through its payroll department. (b) Except as disclosed set forth in the Disclosure LetterSchedule, (i) there is no, and during the past two years there has not been any, labor strike, picketing of any nature, labor dispute, slowdown or any other concerted interference with normal operations, stoppage or lockout pending or, to the Sellers’ knowledge, threatened against the Business; (ii) no Seller (solely with respect to the Business) or Business Subsidiary has any duty to bargain with any union or labor organization or other person purporting to act as exclusive bargaining representative (“Union”) of any Business Employees with respect to the wages, hours or other terms and conditions of employment of any Business Employee; (iii) to the Sellers’ knowledge, there are no accrued bonuses payable Union claims or demands to represent any Business Employees and there are no organizational campaigns in progress with respect to any officers, directors, employees or consultants of Caza or any of its subsidiaries. Business Employees; and (civ) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists there is no collective bargaining agreement or other labour union contract applicable with any Union, or work rules or practices agreed to with any Union, binding on any of the Sellers or the Business Subsidiaries with respect to any employees Business Employees. (c) Except as set forth in the Disclosure Schedule, in their operation of Caza the Business, the Sellers and no such agreement the Business Subsidiaries (i) are in compliance with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, workers’ compensation, terms and conditions of employment, wages and hours, except for any noncompliance that, individually or contract hasin the aggregate, is not reasonably likely to result in a Business Material Adverse Effect; and (ii) to the knowledge of Cazathe Sellers, been directly are not delinquent in any payments to any Business Employee for any wages, salaries, commissions, bonuses, fees or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion other direct compensation due with respect thereto by management of Caza with to any of its employees, except services performed to the date hereof or amounts required to be reimbursed to such Business Employees. (d) Except as disclosed set forth in the Disclosure Letter. Caza Schedule, (i) there are no, and within the last two years there have been no, grievances, complaints or charges with respect to employment or labor matters (including, without limitation, allegations of employment discrimination, retaliation or unfair labor practices) pending against any Seller or Business Subsidiary with respect to the operation of the Business in any judicial, regulatory or administrative forum, under any private dispute resolution procedure or internally, except for any grievances, complaints or charges that, individually or in the aggregate, are not reasonably likely to result in a Business Material Adverse Effect; (ii) none of the employment policies or practices of any Seller or Business Subsidiary with respect to the operation of the Business is currently being audited or investigated by any Governmental Entity; (iii) no Seller or Business Subsidiary is, nor within the last two years has been, subject to any order, decree, injunction or judgment by any Governmental Entity in respect of any labor or employment matters concerning the Business; (iv) the Sellers and Business Subsidiaries are in material compliance with the requirements of the Immigration Reform and Control Act of 1986 with respect to all Business Employees; and (v) all Business Employees are employed at-will. (e) Except as set forth in the Disclosure Schedule, within the last two years the Business has not received experienced a “plant closing,” “business closing” or “mass layoff” as defined in WARN or any written notification similar state, local or foreign law or regulation affecting any site of employment of the Business or one or more facilities or operating units within any unfair labour practice charges site of employment or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees facility of Caza, and Caza is not aware of any such threatened charges or claimsthe Business. (f) Caza is not aware None of the Business Subsidiaries has any currently pending union organizing activities or proceedings involving, or workforce agreements in place under any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its legislation applying in England and Wales affecting contractual and other relations between employers and employees.

Employment Matters. (a) There will not be Schedule 3.27(a) sets forth, as of the date of this Agreement, (x) with respect to each current Employee (including any amounts payable Employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, including disability, family or other leave, sick leave or on layoff status subject to recall) (i) the date as of which such Employee was originally hired by Caza the Company or any of Company’s Subsidiaries, and whether the Caza Employee is on an active or inactive status; (ii) such Employee’s title; (iii) such Employee’s annualized compensation as of the date of this Agreement, including base salary, vacation and/or paid time off accrual amounts, bonus and/or commission potential, severance pay potential, and any other compensation forms; (iv) whether such Employee is not fully available to perform work because of a qualified disability under local Law or other leave and, if applicable, the type of leave (e.g., disability, workers compensation, family or other leave protected by applicable Law) and the anticipated date of return to full service; (v) the Company or its Subsidiary’s facility at which such Employee is deemed to be located; (vi) each current benefit plan in which such Employee participates or is eligible to participate; (vii) whether such Employee is classified as exempt or non-exempt for wage and hour purposes (if applicable); and (viii) any governmental authorization, permit or license that is held by such Employee and that is used in connection with the Company’s or any of its Subsidiaries’ business, and (y) with respect to each Employee, whether such Employee has executed the Company or the relevant Subsidiary’s standard form nondisclosure, confidentiality and assignment of inventions agreement. (b) Schedule 3.27(b) contains a list of individuals who are, as of the date of this Agreement, performing services for the Company or any of Company’s Subsidiaries’ and are classified as “consultants” or “independent contractors,” the respective compensation of each such “consultant” or “independent contractor” and whether the Company or any of Company’s Subsidiaries is party to a consulting or independent contractor agreement with the individual. Any such agreements have been made available to Parent and are set forth on Schedule 3.27(b). Except as set forth on Schedule 3.27(b), to the Company’s knowledge any Persons now or heretofore engaged by the Company or any of Company’s Subsidiaries as consultants or independent contractors, rather than Employees, have been properly classified as such, are not entitled to any compensation or benefits to which regular, full-time Employees are or were at the relevant time entitled, were and have been engaged in material compliance with all applicable Laws, and have been treated accordingly and appropriately for all Tax purposes. (c) A copy of each Employment Agreement and any amendment thereto has been made available to Parent. Except as set forth in Schedule 3.27(c), the employment of each of the Employees is terminable by the Company or any of Company’s Subsidiaries at will (except for non-U.S. Employees of the Company in a jurisdiction that does not recognize the “at will” employment concept) and the Company or any of Company’s Subsidiaries does not have any obligation to provide any particular form or period of notice prior to terminating the employment of any of its Employees, except as set forth on Schedule 3.27(c). The Company or any of Company’s Subsidiaries has not, and to the knowledge of the Company, no other Person has, (i) entered into any agreement that obligates or purports to obligate Parent or any of Parent’s Affiliates to make an offer of employment to any Employee, consultant or contractor of the Company or (ii) promised or otherwise provided any assurances (contingent or other) to any Employee, consultant or contractor of the Company or any of Company’s Subsidiaries of any terms or conditions of employment with Parent or any of Parent’s Affiliates following the Closing, except as set forth on Schedule 3.27(c). (d) The Company has made available to Parent accurate and complete copies of all employee manuals and handbooks, employment policy statements and Employment Agreements, all of which comply with applicable Law in all material respects. (i) None of the current Employees has given the Company written or oral notice terminating his or her employment with the Company, or terminating his or her employment upon a sale of, or business combination relating to, the Company in connection with the transactions contemplated by this Agreement; (ii) the Company or any of Company’s Subsidiaries does not have a present intention to terminate the employment of any current Employee; (iii) to the Company’s knowledge, no Employee, consultant or contractor is a party to or is bound by any employment contract, patent disclosure agreement, noncompetition agreement, any other restrictive covenant or other contract with any Person, or subject to any judgment, decree or order of any court or administrative agency, any of which would reasonably be expected to have a material adverse effect in any way on (x) the performance by such Person of any of his or her duties or responsibilities for the Company or any of Company’s Subsidiaries, or (y) the Company or any of Company’s Subsidiary’s business or operations; (iv) to the Company’s knowledge, no current Employee, contractor or consultant is in violation of any term of any Employment Agreement, patent disclosure agreement, noncompetition agreement, or any other restrictive covenant to a former employer or entity relating to the right of any such Employee, contractor or consultant to be employed or retained by the Company or any of its Subsidiaries, as the case may be; (v) the Company or any of its Subsidiaries, is not, and has never been, engaged in any dispute or litigation with any Employee regarding ownership of Intellectual Property Rights; (vi) the Company and its Subsidiaries have materially complied with the employment laws of all non-U.S. jurisdictions in which they have employed employees in the past or in the present; and (vii) the Company has not incurred any liability or obligations under the WARN Act, as it may be amended from time to time, or similar state Law. (f) The Company or any of its Subsidiaries is not presently, nor has it been in the past, a party to or bound by any union contract, collective bargaining agreement or similar agreement. The Company does not know of any activities or proceedings of any labor union to organize any Employees. (g) The Company or any of its Subsidiaries is not engaged and has never been engaged in any unfair labor practice of any nature, that, if adversely determined, would result in any material liability to the Company or any of its Subsidiaries. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting the Company or any of its Subsidiaries, or any Employees. There is not now pending and, to the Company’s knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute, union organizing activity or any similar activity or dispute. (h) To the knowledge of the Company, Employees have been and currently are properly classified under the Fair Labor Standards Act of 1938, as amended, and under any similar Law of any state or other jurisdiction applicable to such Employees. The Company or any of its Subsidiaries is not delinquent to, and has not failed to pay, any of its Employees, consultants or contractors for any wages (including overtime, meal breaks or waiting time penalties), salaries, commissions, accrued and unused vacation or paid time off to which they would be entitled under applicable Law, if any, bonuses, benefits or other compensation for any services performed by them or amounts required to be reimbursed to such individuals. The Company or any of its Subsidiaries is not liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). (i) Except as set forth in Schedule 3.27(i), (i) the Company or any of its Subsidiaries has no severance pay practice or policy; (ii) the Company or any of its Subsidiaries is not liable for any severance pay, bonus compensation, acceleration of payment or vesting of any equity interest, or other payments (other than accrued salary, vacation, or other paid time off in accordance with the Company’s policies) to any Employee arising from the termination of employment under any benefit or severance policy, practice, agreement, plan, program of the Company or its Subsidiaries, applicable Law or otherwise (except for non-U.S. Employees of the Company or any of its Subsidiaries in a jurisdiction where the Law requires that notice and/or severance be provided upon termination, and in that case, the Company or any of its Subsidiaries only provides such Employees with the minimum statutory entitlement); and (iii) as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company, its Subsidiaries, or of any Persons employed by the Company or any of its Subsidiaries on or prior to the Closing Date, the Company or any of its Subsidiaries will not have (x) any liability that exists or arises under any of the Company’s benefit or severance policy, practice, agreement, plan, program, Law applicable thereto, including severance pay, bonus compensation or similar payment, (except for non-U.S. Employees of the Company or any of its Subsidiaries in a jurisdiction where the Law requires that notice and/or severance be provided upon termination, and in that case, the Company or any of its Subsidiaries only provides such Employees with the minimum statutory entitlement), or (y) to accelerate the time of payment or vesting, or increase the amount of or otherwise enhance any benefit due any Employee. Accordingly, as of the Closing Date, the Company and its Subsidiaries shall have satisfied in full all of their respective officersobligations to such Employees, directorsconsultants and/or contractors for any notice and/or severance pay, employees accelerated vesting, or consultants for severance or termination pay upon termination any other payments whatsoever except as set forth in Schedule 3.27(i). (j) The Company and its Subsidiaries are in compliance, in all material respects, with all applicable Laws and agreements respecting employment, employment practices, employee benefits, terms and conditions of employment, or for retention or bonus paymentsimmigration matters, labor matters, and wages and hours, in each case, on a change of control of Cazawith respect to its Employees and to the Company’s knowledge there are no allegations to the contrary. (bk) Except as disclosed set forth in the Disclosure LetterSchedule 3.27(k), there are no accrued bonuses payable to any officers, directors, employees or consultants of Caza or any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract hasclaims pending or, to the knowledge of Cazathe Company, been directly or indirectly requested threatened, before any Governmental Entity by any employee Employees for compensation, severance benefits, vacation time, unpaid meal or group rest breaks, vacation pay, pension benefits, or any other claim threatened or pending before any Governmental Entity (or any state “referral agency”) from any Employee or any other Person arising out of employees the Company or its Subsidiary’s status as employer, whether in the form of Cazaclaims for employment discrimination, nor has harassment, retaliation, unfair labor practices, grievances, wrongful discharge, breach of contract, unfair business practice, tort, unfair competition or otherwise. In addition, there been any discussion with respect thereto by management are no pending or, to the knowledge of Caza with the Company, threatened claims or actions against the Company or any of its employeesSubsidiaries under any workers compensation policy or long-term disability policy, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are is there any current union representation claims involving any employees of Caza, reasonable basis therefor. The Company and Caza is not aware of any such threatened charges or claimsits Subsidiaries have complied with and are in compliance with all applicable workers compensation Laws in all material respects. (fl) Caza is not aware The Company and its Subsidiaries, as applicable, and each current Employee, are in compliance with all applicable visa and work permit requirements, and no visa or work permit held by an Employee will expire during the six month period beginning at the date of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Cazathis Agreement. (gm) Caza The Company is not aware subject to any affirmative action obligations under any law, including, without limitation, Executive Order 11246, nor is the Company a government contractor or subcontractor for purposes of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or law with respect to the terms and conditions of employment, including without limitation, the Service Contracts Act or prevailing wage laws. (n) Each of the Company’s salaried exempt employees is currently devoting substantially all of his or her business time to the conduct of the business of the Company. (o) The Company and its Subsidiaries have timely withheld and paid all Taxes required to have been withheld and paid in connection with amount paid or owing to any of its employeesemployee, creditor, independent contractor or other third party.

Employment Matters. (a) There will not be any amounts payable by Caza or any Purchaser and its Affiliates, as appropriate, shall: (i) effective as of the Caza Subsidiaries Closing Date, offer “at will” employment to its or their respective officersall non-represented Employees who timely complete and deliver Purchaser’s standard employment application, directorswhich offer will be contingent upon such non-represented Employees passing Purchaser’s medical exam and drug test requirements. Said Employees shall also be offered the same benefits as currently available to Purchaser’s employees; provided, employees or consultants for severance or termination pay upon termination however, that such non-represented Employees shall be offered positions with base salaries not less than 90% of the base salaries such non-represented Employees earned immediately prior to the Closing Date. Purchaser shall prepare and timely deliver to Seller the following information: (1) the names of all Employees to whom offers of employment have been made, (2) the location of employment, (3) the job title, and (4) whether such offer of employment was accepted or rejected; (ii) negotiate and enter into an agreement with the Union establishing terms and conditions of employment for retention or bonus paymentsHired Employees represented by the Union to be effective as of the Closing Date that complies with Article I, Section 1:03 of the 1999-2006 collective bargaining agreement (“CBA”) between the Union and Seller; (iii) offer employment to all represented Employees on the terms and conditions negotiated by the Purchaser with the Union; and (iv) recognize the Union as the collective bargaining representative of all Hired Employees represented by the Union and comply with any legal obligations to engage in each case, on a change of control of Cazacollective bargaining with the Union. (b) Except Represented and non-represented Employees who accept offers of employment with the Purchaser shall, once they become employed, be referred to as disclosed in the Disclosure Letter, there are no accrued bonuses payable to any officers, directors, employees or consultants of Caza or any of its subsidiaries“Hired Employees.” (c) The Disclosure Letter contains a schedule containing a list Purchaser shall be solely responsible for any liabilities resulting from its practices and procedures in screening and hiring Employees of all executive officers the Business and for its employment decisions with respect to the hiring or refusal to hire any Employees of Caza and such officers who will resign their respective positions effective at the Effective TimeBusiness. (d) Caza has disclosed Purchaser shall be solely responsible for all liability, costs and expenses (including reasonable attorneys’ fees) for all claims filed by any Employees with respect to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such acts or omissions by Purchaser or its agents or employees’ salary. Since December 31, 2015including, Caza has but not authorized the payment limited to arbitrations, unfair labor practice charges, litigation under any statute or ordinance pertaining to labor relations, employment discrimination charges, employment claims or litigation of any extraordinary kind, breach of contract claims, wrongful termination claims, workers’ compensation that has claims, any employment-related tort claim or other similar claims or charges of or by any Employees. Seller shall be solely responsible for all liability, costs and expenses (including reasonable attorneys’ fees) for all claims filed by any Employees with respect to acts or omissions by Seller or its agents or employees, including, but not been disclosed limited to the Offeror in the Disclosed Informationarbitrations, unfair labor practice charges, litigation under any statute or ordinance pertaining to labor relations, employment, discrimination charges, employment claims or litigation of any kind, breach of contract claims, wrongful termination claims, workers’ compensation claims, any employment-related tort claim or other similar claims or charges of or by any Employees. (e) There exists no collective bargaining agreement Seller shall be solely responsible for (i) the payment or provision of all salaries, wages, benefits and other labour union contract applicable to any employees incidents of, or claims relating to, the employment of Caza and no such agreement or contract has, the Employees for the period prior to the knowledge of CazaClosing, been directly (ii) claims made or indirectly requested incurred by any employee or group Employee under the Plans prior to the Closing and (iii) compliance with the requirements of employees COBRA (as hereinafter defined), including, without limitation, the provision of Cazacontinuation coverage, nor has there been any discussion with respect thereto by management to all Employees and their qualified beneficiaries for whom a qualifying event occurs before the Closing Date. For purposes of Caza with this Section 5.2, “COBRA” means Section 4980B of the Internal Revenue Code of 1986, as amended, and part 6 of subtitle B of Title I of the Employment Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., and “qualified beneficiary” and “qualifying event” shall have the meanings given such terms in COBRA. Purchaser shall be solely responsible for the payment or provision of all salaries, wages, benefits and other incidents of, or claims relating to, the employment of any of its employeesthe Hired Employees and, except as disclosed in if applicable, for any of their respective dependents for the Disclosure Letter. Caza has not received any written notification period following the Closing or, if later, the effective date of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claimshire. (f) Caza Seller and its Affiliates, as appropriate, shall: (i) provide reasonable assistance to Purchaser in connection with its negotiations with the Union as contemplated by this Section 5.2; (ii) comply with their legal obligations, if any, to bargain with the Union regarding the transfer of the Business and the concomitant termination of Hired Employees and the effects of these actions on Employees represented by the Union; (iii) provide reasonable assistance to the Purchaser in connection with the transition of ownership of the Business and the hiring and employment of the Hired Employees; and (iv) retain all liabilities under the Union Contracts, all of which Union Contracts to which Seller is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as party and that relate to the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of CazaBusiness are listed on Schedule 5.2. (g) Caza is not aware Without Purchaser’s prior written consent, Seller shall take no action that results in a “plant closing” or “mass layoff” within the definitions of the Worker Adjustment and Retraining Notification Act and related regulations (“WARN”) and any strikes, work stoppages, work slowdowns similar Laws prior to the Closing. Purchaser shall take all other steps necessary to eliminate any obligation of Seller or lockouts nor of any threats thereof, by or with respect to any of its employeesAffiliates under WARN or any other similar Laws to give notice of the transfer of any operations or the loss of employment or loss of pay or benefits or to pay any amounts in lieu of such notice. In addition, after Closing, Purchaser shall comply with the notice provisions of WARN and any similar Laws in connection with the termination of any Hired Employees. (h) The parties agree that the provisions of this Section 5.2 is solely among and for the benefit of the parties hereto and do not inure to the benefit of or confer rights upon any third party, including any Employee. (i) Purchaser will provide to Seller a service history of employment with Purchaser and any Affiliate of Purchaser of all salaried employees who were employees of Seller employed in the Business as of the Closing Date at the request of Seller or at least not less than annually. The service history shall include, at a minimum, full name, social security number, date of birth, date of hire and date of termination or layoff.

Employment Matters. (a) There ETP and PennTex acknowledge that all PennTex Employees are and, except as provided in Section 10.1(b), as of immediately following the Closing will remain, employed by ManagementCo, it being understood that none of PennTex, the Holdco Group or ETP can guarantee that any PennTex Employee will remain employed with ManagementCo for any period of time. Within thirty days after the Closing Date (such date, the “Offer Date”), with respect to each PennTex Employee other than the PennTex Senior Executives, ETP shall either (i) terminate (or cause ManagementCo to terminate) the employment of such PennTex Employee (these employees, the “Non-Offered Employees”), (ii) extend a written offer to continue such PennTex Employee’s employment with ManagementCo or ETP or one of its Affiliates for a transitional period (the “Transitional Period”) not be any amounts payable by Caza or any to exceed nine months (inclusive of the Caza Subsidiaries to its or their respective officersthirty-day offer period) following the Offer Date (such offer, directorsa “Transitional Offer” and these employees, employees or consultants for severance or termination pay upon termination of employmentthe “Transitional Employees”), or for retention or bonus payments, in each case, (iii) extend a written offer to continue the employment of such PennTex Employee on a change continuing basis (such offer, a “Continuing Offer”) and these employees, the “Continuing Offered Employees”). Prior to the Offer Date, the PennTex Employees may be subjected to ETP’s standard procedures for new employees (including reasonable screening and background checks) and ETP may decline to provide a Transitional Offer or a Continuing Offer on the basis of control of Cazaan employee’s failure to satisfy ETP’s standard screening and background check conditions, provided that any such employees will be treated as Non-Offered Employees for all purposes hereunder. (b) Prior to Closing, the Holdco Group Members shall cause ManagementCo to take all action necessary to terminate the employment of all PennTex Employees with a title of Vice President or above (the “PennTex Senior Executives”) effective no later than immediately prior to Closing, provided however, that (i) such terminations shall become effective immediately following the Closing rather than immediately prior to the Closing, (ii) the Holdco Group Members shall ensure that ETP does not incur or become subject to any liability or obligation that it would not have otherwise incurred or become subject to had such terminations been effective immediately prior to Closing and (iii) ManagementCo shall not so terminate the employment of those PennTex Senior Executives set forth on Schedule 10.1(b) (such PennTex Senior Executives, the “Retained PennTex Senior Executives”). Following the Closing, ETP agrees that it will take, or cause to be taken, such actions as are reasonably necessary or appropriate to cause the General Partner to administer the Equity Plan and all award agreements thereunder governing outstanding awards held by such PennTex Senior Executives in accordance with the terms of the Equity Plan and such award agreements. Except as disclosed in with respect to the Disclosure LetterRetained PennTex Senior Executives, there are no accrued bonuses the Holdco Group Members shall ensure that all severance benefits payable to the PennTex Senior Executives by the Holdco Entities shall be fully satisfied prior to the Closing and that the Holdco Entities will not have any officers, directors, employees obligation or consultants of Caza or any of its subsidiariesliability with respect to severance benefits following Closing. (c) Each Transitional Offer shall provide that the Offered PennTex Employee shall be provided during the applicable Transitional Period with (i) employment (A) that is comparable to the job responsibilities and duties as in effect prior to the Closing and with a title that is substantially similar to the title given by ETP to its other employees holding substantially equivalent positions and (B) in a location within 25 miles of such Offered PennTex Employee’s current employment, (ii) base salary or wages that are no less than the base salary or wages provided immediately prior to the Closing, and (iii) other compensation and benefits substantially similar to those provided by ETP to its similarly situated employees, provided that, notwithstanding the foregoing, the benefits provided under group retirement and welfare benefit plans may instead, as determined by ETP in its sole discretion, be those provided pursuant to the applicable PennTex Benefit Plans. All Transitional Offers and Continuing Offers shall be for employment on an “at-will” basis, subject to Section 10.1(e) below. The Disclosure Letter contains a schedule containing a list PennTex Entities shall, including during the period from the date hereof through the Closing Date, assist ETP in communicating with the Offered PennTex Employees regarding potential continued employment with ETP and shall provide reasonable access to the facilities and personnel records of all executive officers the PennTex Entities for the purpose of Caza ETP preparing for and conducting employment interviews with any such officers PennTex Employees, who will resign their respective positions effective at the Effective TimePennTex Entities shall make reasonably available for interview by ETP. (d) Caza has disclosed No Contributor or any post-Closing Affiliate (other than portfolio companies of NGP) thereof (i) shall solicit for employment any PennTex Employee (other than PennTex Senior Executives who are not Retained PennTex Senior Executives) prior to the Offeror Closing Date or (ii) after the Closing Date and prior to the Offer Date shall attempt to hire from ETP or its Affiliates any PennTex Employee (other than PennTex Senior Executives who are not Retained PennTex Senior Executives) or attempt to dissuade them from accepting a Transitional Offer or a Continuing Offer. In addition, no Contributor or any post-Closing Affiliate (other than portfolio companies of NGP) thereof shall attempt to hire from ETP or its Affiliates any Transitional Employee or Continuing Employee (as defined in Schedule 10.1(e)) (i) with respect to Transitional Employees, prior to the Disclosed Information a list end of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31Transitional Period, 2015(ii) with respect to Continuing Employees in Louisiana, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed prior to the Offeror second anniversary of the Closing Date, and (iii) with respect to Continuing Employees other than those in Louisiana, prior to the Disclosed Informationfirst anniversary of the Closing Date. Nothing in this Section 10.1(d) shall prohibit general advertisements or solicitations that are not specifically targeted at any Continuing Employee or group of Continuing Employees. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, With respect to the knowledge period beginning upon the Closing and ending on the first anniversary thereof, ETP shall pay (or shall cause ManagementCo to pay) and provide severance amounts and benefits to the PennTex Employees (other than the PennTex Senior Executives who are not Retained PennTex Senior Executives) in accordance with the terms set forth on Schedule 10.1(e)) and ETP shall cause the terms of Cazaall Transitional Offers and Continuing Offers to include severance rights consistent with all of the terms set forth on Schedule 10.1(e), been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification provided that payment of any unfair labour practice charges amounts or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware provision of any benefits pursuant to this Section 10.1(e) shall be conditioned upon the timely execution and non-revocation of a release of claims by the applicable PennTex Employee in a form that is reasonably acceptable to ETP and that includes Contributors as parties against which claims are released. During any applicable period set forth on Schedule 10.1(e) that an applicable PennTex Employee is eligible for severance pursuant thereto, such threatened charges PennTex Employee shall not participate in or claimsotherwise be eligible for severance compensation or benefits under any Employee Benefit Plan or arrangement of ETP or its Affiliates that provides for severance compensation benefits. (f) Caza is From and after the Closing, ETP shall give each PennTex Employee (other than PennTex Senior Executives who are not aware of Retained PennTex Senior Executives) full credit for all purposes under any currently pending union organizing activities Employee Benefit Plans (including under any applicable pension, 401(k), savings, medical, dental, life insurance, vacation, long-service leave or proceedings involvingother leave entitlements, and severance or any pending petitions for recognition ofseparation pay plans) that are provided, a labour union sponsored, maintained or association as the exclusive bargaining agent for, contributed to by ETP or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilitiesAffiliates in which the Hired Employees are eligible to participate for such Employee’s service with the Holdco Entities or their Affiliates, and with any predecessor employer thereto, to the same extent properly recognized by the Holdco Entities or their Affiliates for a similar purpose, but only to the extent (i) such credit would not result in the duplication of benefits for the same period of service and (ii) such service crediting is permitted by third-party insurers and administrators and does not violate applicable Law. Notwithstanding the foregoing, in no event shall ETP be required to provide credit for such service for purposes of vesting under any equity incentive plan or similar plan for benefit accrual purposes under any defined benefit pension plan or any plan subject to Section 412 of the Code or Title IV of ERISA. In addition, to the extent the Hired Employees commence participation in any group health plan sponsored by ETP or its Affiliates during the plan year in which the Closing occurs, ETP shall waive for each Hired Employee and his or her eligible dependents, any proceedings before waiting period provision, payment requirement to avoid a waiting period, pre-existing condition limitation, actively-at-work requirement and any other restriction that would prevent immediate or full participation under such plan(s) to the extent such waiting period, pre-existing condition limitation, actively-at-work requirement or other restriction was not applicable Governmental Authority wherein to such Hired Employee under the terms of the corresponding PennTex Benefit Plan, but, in all cases, only to the extent such actions are permitted by third-party insurers and administrators and do not violate any labour organization is seeking representation of any employees of Cazaapplicable Law. (g) Caza is Prior to the Closing, the Holdco Group will cause PennTex or ManagementCo, as applicable, to pay each PennTex Employee the full amount of his or her annual cash bonus award for fiscal year 2016, as determined by PennTex; provided that the aggregate amount of all such payments shall not aware exceed $4.7 million. Contributors shall ensure that neither ETP nor any of the Holdco Entities shall have any obligation or liability following Closing with respect to amounts payable pursuant to this Section 10.1(g). (h) Prior to the Closing Date, PennTex shall use, or cause applicable Holdco Group Member to use, commercially reasonable efforts to obtain approval by its equityholders, to the extent required by and in a manner that complies with Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, of the right of any strikes“disqualified individual” (as defined in Section 280G(c) of the Code) to receive or retain any payments that could, work stoppagesin the absence of such approval by such equityholders, work slowdowns constitute “excess parachute payments” (as defined in Section 280G(b)(1) of the Code). Prior to seeking such approval, PennTex shall use its commercially reasonable efforts to seek and obtain waivers from the intended recipients of such payments, which waivers shall provide that unless such payments are approved by PennTex’s equityholders to the extent required by and in the manner that complies with 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, no Holdco Group Member shall be required to make such payments. Prior to seeking any waiver or lockouts nor shareholder approval, PennTex shall provide to ETP or its counsel drafts of all waivers, consents, disclosures, and other documents prepared in connection with the actions described in this Section 10.1(h) and PennTex shall consider in good faith any threats thereofreasonable comments from ETP to such documents, by provided such comments are delivered to PennTex or its counsel within 2 (two) Business Days of ETP’s receipt of such drafts. (i) Subject to the limitations on liability set forth in Section 14.3(i), the Holdco Group Members shall indemnify, defend and hold harmless ETP and, after Closing, the Holdco Entities, with respect to any and all liabilities to ETP or to any Holdco Entity that arise as a result of any pre-Closing ERISA Affiliate of any Holdco Entity’s (other than other Holdco Entities) (i) sponsorship of, participation in, contribution to or requirement to contribute to any Employee Benefit Plan subject to (A) Section 412 of the Code or (B) Section 302 or Title IV of ERISA or (ii) violation of COBRA, Part 7 of Subtitle B of Title I of ERISA, 4980D of the Code or the ACA. (j) Prior to Closing, Contributors shall ensure that the Holdco Entities shall pay to each PennTex Employee in cash in a single lump sum the value of such PennTex Employee’s accrued vacation and other paid-time off as accrued under the PennTex Benefit Plans to the extent such accruals exceed forty (40) hours. (k) Nothing in this Agreement, express or implied, will be construed as requiring ETP or any of its employeesAffiliates to employ any Hired Employee for any length of time following the Closing Date, subject to the severance payment obligations set forth in Section 10.1(e). Nothing in this Agreement, express or implied, will be construed to (i) prevent ETP or any of its Affiliates from terminating, or modifying the terms of employment of, any Hired Employee following the Closing Date or terminating or modifying any applicable PennTex Benefit Plan, (ii) constitute an amendment of any PennTex Benefit Plans or any employee benefit plan maintained by ETP or any of its Affiliates, or (iii) create any third-party beneficiary or other right in any Person, including any current or former employee of any Contributor or any Affiliate thereof, or any current or former participant in (or dependent, beneficiary, designee or assignee with respect to) any PennTex Benefit Plan.

Employment Matters. (a) There will To the extent permitted by Law and applicable Tax qualification requirements, and subject to any applicable break in service or similar rule, all individuals who continue to be employed by the Company following the Closing (each such employee, a “Continuing Employee”) shall receive full credit for purposes of eligibility, vesting and determination of the level of benefits (but not for purposes of early retirement subsidies) under any employee benefit plan, policy or practice, including severance, vacation and paid time off plans, policies or practices (other than any retirement plans or retiree medical plans or programs), instituted, sponsored or maintained by the Company or Buyer, as applicable, that such employees may be any amounts payable by Caza eligible to participate in on or after the Closing Date for such Continuing Employee’s service with the Company or any predecessor to the same extent recognized by the Company immediately prior to the Closing Date under the corresponding Company Benefit Plan; provided, that the foregoing shall not result in the duplication of benefits for the Caza Subsidiaries to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination same period of employment, or for retention or bonus payments, in each case, on a change of control of Cazaservice. (b) Except as disclosed in The parties acknowledge and agree that Buyer may, but is not required to, enter into negotiations with those Company Employees set forth on Section 5.8(b) of the Buyer Disclosure LetterSchedule, there are no accrued bonuses payable together with any other Company Employees mutually agreed with Seller (at Seller’s sole discretion), prior to any officers, directors, employees or consultants the Closing Date regarding the terms and conditions of Caza or any of its subsidiariessuch Company Employees’ employment with the Company after the Closing Date. (c) The Disclosure Letter contains a schedule containing a list parties acknowledge and agree that all provisions contained in this Section 5.8 are included for the sole benefit of all executive officers the parties hereto, and that nothing in this Agreement, whether express or implied, shall (i) create any third party beneficiary or other rights (A) in any other Person, including any employees or former employees of Caza and such officers the Company, or (B) to continued employment following the Closing Date; or (ii) change the at-will employment status of any Company Employee who is an at-will resign their respective positions effective at the Effective Time. (d) Caza has disclosed employee. Notwithstanding anything in this Section 5.8 to the Offeror contrary, nothing in this Agreement, whether express or implied, shall be treated as an amendment or other modification of any Company Benefit Plan or shall limit the Disclosed Information a list right of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31Company or Buyer, 2015, Caza has not authorized or require the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement Company or other labour union contract applicable to any employees of Caza and no such agreement or contract hasBuyer, to amend, terminate or otherwise modify any Company Benefit Plan following the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claimsClosing Date. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will Buyer shall not be any amounts payable by Caza or obligated to employ any of Sellers' employees and any such employment by Buyer shall be at its sole discretion and subject to the Caza Subsidiaries terms of this Section 6.10, shall be on terms, conditions and policies of employment established by Buyer; PROVIDED, HOWEVER, that Buyer shall not have the right to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, employ any person designated on a change of control of CazaSCHEDULE 3.12 as an employee to be retained by Sellers. (b) Except as disclosed Within a reasonable period of time after the Closing Date, Sellers shall transfer from the Xxxxxx Communications Corporation 401(k) Retirement Plan (the "Sellers 401(k) Plan") to any 401(k) plan established by Buyer an amount, in cash, equal to the aggregate account balances held in the Disclosure LetterSellers 401(k) Plan as of the date of transfer with respect to all employees of Sellers hired by Buyer (each a "Hired Employee"). Prior to the date of any such transfer, there are no accrued bonuses payable and as preconditions thereto: (i) Buyer shall use commercially reasonable efforts to deliver to Sellers a copy of the most recently issued Internal Revenue Service ("IRS") determination letter (or other proof satisfactory to counsel for Sellers) that the Buyer's 401(k) Plan is qualified under the Internal Revenue Code (the "Code"), and (ii) Sellers shall use commercially reasonable efforts to deliver to Buyer a copy of the most recently issued IRS determination letter (or other proof satisfactory to counsel for the Buyer) that the Sellers 401(k) Plan is qualified under the Code. Subsequent to the transfer of assets to the Buyer's 401(k) Plan, neither Sellers nor the Sellers 401(k) Plan shall retain any liability with respect to such Hired Employees to provide them with benefits in accordance with the terms of the Sellers 401(k) Plan. Sellers and Buyer agree to cooperate with respect to any officersgovernment filing, directorsincluding, employees or consultants but not limited to, the filing of Caza or any IRS Forms 5310-A, if necessary, to effect the transfer of its subsidiariesassets contemplated by this Section 6.10(d). (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at This Section 6.10 shall operate exclusively for the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list benefit of the position parties to this Agreement and is not intended for the benefit of each any other person, including, without limitation, any current or former employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Informationparty hereto. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not be any amounts payable by Caza or any The Company shall deliver to the Buyer a list of the Caza Subsidiaries to its or their respective officersall Employees no later than November 12, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Caza2003. (b) Except Not later than five (5) days prior to the Closing Date, Buyer shall make a written offer to hire each Employee. Buyer may make such offers of employment on such terms and conditions to Employees as disclosed it chooses and any employee who accepts such offer of employment with the Buyer shall hereinafter be referred to as "Transferred Employee". Subject to all applicable Laws, Buyer will have reasonable access upon reasonable prior notice during normal business hours to the facilities and personnel records (including performance appraisals, disciplinary actions, and grievances) of the Company. It is understood and agreed that, except as required by applicable Law (a) Buyer's expressed intention to extend offers of employment as set forth in this Section 4.06(b) shall not constitute any commitment, contract or understanding (expressed or implied) of any obligation on the Disclosure Letter, there are no accrued bonuses payable part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to the offers of employment or pursuant to any officersAssumed Contract or Assumed Liability and Buyer rejects any preexisting terms (other than the Labor Agreement), directorsincluding any collective bargaining agreements to the fullest extent permitted by applicable Laws, employees and (b) employment offered by Buyer to Employees is "at will" and may be terminated by Buyer or consultants by an employee at any time for any reason on or after the Closing Date (subject to any written commitments to the contrary made by Buyer or an employee and legal requirements). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Caza Buyer to terminate, reassign, promote or demote any Transferred Employee after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of its subsidiariesemployment of such employees. The Company shall provide Buyer with completed I-9 forms and attachments with respect to each Transferred Employee. (c) Other than the Assumed Liabilities, Buyer shall not have any responsibility, liability or obligation, whether to Employees, former employees, their dependents and beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof) maintained by the Company, any Affiliate or any ERISA Affiliate, except as provided by applicable Law. The Disclosure Letter contains a schedule containing a list Company shall not have any responsibility, liability or obligation to Transferred Employees and their dependents and beneficiaries or to any other Person, with respect to any employee benefit plans, severance plans, practices, programs or arrangements (including the establishment, operation or termination thereof) maintained by Buyer or any of all executive officers of Caza its Affiliates in which Transferred Employees and such officers who will resign their respective positions effective at covered dependents participate in on or after the Effective TimeClosing Date. (d) Caza has disclosed to In the Offeror event of a deterioration in one or more of the Company's lines of business that, in the Disclosed Information good faith business judgment of Buyer, necessitates a list reduction in the number of employees necessary to operate the Business and accordingly Buyer does not offer to hire all of the position Employees pursuant to Section 4.06(b), then notwithstanding Section 4.06(b), Buyer may offer employment to such lesser number of each employee of Caza and a summary of each such employees’ salary. Since December 31Employees as Buyer, 2015in its good faith business judgment, Caza has not authorized determines is appropriate; provided, however, that the payment of any extraordinary compensation that has not been disclosed to the Offeror Company may then terminate this Agreement in the Disclosed Informationaccordance with Article IX. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not be any amounts payable by Caza or any On the Closing Date, Purchaser shall offer employment, at will, to all of the Caza Subsidiaries employees listed in Schedule 5.06 (who Seller represents and warrants constitute substantially all of the employees of Seller engaged principally in the conduct of the Business as of the date hereof) on terms and conditions substantially similar to its or their respective officersthe terms and conditions under which they are currently employed by Seller. All such employees who accept offers of and actually commence and enter into employment with Purchaser (the "Transferred Employees") will, directorsupon such acceptance, be employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change Purchaser and not employees of control of CazaSeller. (b) Except Seller shall use its commercially reasonable best efforts to persuade each of the employees of Seller listed on Schedule 5.06 to accept offers of employment from Purchaser on the Closing Date and shall not (except as disclosed required by law) offer such employees a choice between receiving severance and an offer of employment with Purchaser. Seller shall notify all Transferred Employees that upon Closing their employment with Seller will be terminated and Purchaser will offer offers of employment. Purchaser shall assume and be responsible for the payment of severance to Transferred Employees in the Disclosure Letteramount set forth opposite each Transferred Employee's name on Schedule 2.02(a)(iv) if (and only if) the Transferred Employee's employment with Purchaser is terminated by Purchaser without cause within twelve (12) months after the Closing Date. After such twelve (12) month period, there are no accrued bonuses payable severance payments to any officersTransferred Employees, directorsif any, employees or consultants of Caza or any of its subsidiariesshall be provided in accordance with Purchaser's severance policy as in effect at the applicable time. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at Seller shall be responsible for providing the Effective Time. continued health coverage required under Internal Revenue Code Section 4980B (d"COBRA Coverage") Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to (i) any Transferred Employees or their eligible dependents who elect COBRA Coverage under Seller's group health plan in lieu of its employeesenrollment in the Purchaser's health plan and (ii) any other terminated employees of Seller (other than Transferred Employees who enroll in Purchaser's health plan) and their eligible dependents. Purchaser shall be responsible for providing COBRA Coverage for any Transferred Employees or their dependents who, with respect to their coverage under the Purchaser's health plan, incur a qualifying event under Internal Revenue Code Section 4980B at any time after the Closing Date.

Employment Matters. (a) There The Sellers have provided to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the Closing, the Sellers will provide to the Buyer the following information as of immediately prior to the Closing (to the extent that such information can be generated at least sixty (60) days prior to the Closing and as early prior to the Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to the Closing) for each Business Employee: service credit for purposes of vesting and eligibility to participate under any amounts payable by Caza Employee Plan (including any vacation or any other paid time off policy of the Caza Subsidiaries Sellers). The parties agree and acknowledge that, due to its or their respective officersthe timing of the deliveries contemplated by the preceding sentence, directorsand as a result of ordinary course personnel turnover, employees or consultants certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, prior to the Closing, the Sellers will provide to the Buyer, for severance or termination pay upon termination each Business Employee, data relating to the amount of employment, or for retention or bonus payments, in each case, on a change sick and vacation leave that is accrued but unused as of control of Cazathe Closing. (b) Except as disclosed in set forth on Section 3.13(b) of the Disclosure LetterSchedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no accrued bonuses payable currently filed petitions for representation with respect to any officers, directors, employees or consultants the formation of Caza or a collective bargaining unit involving any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza Business Employees and no such agreement or contract haspetitions for representation have been filed or, to the knowledge Knowledge of Cazathe Sellers, been directly threatened in the past two (2) years; (iv) there is no unfair labor practice or indirectly requested labor arbitration proceeding brought by any employee or group on behalf of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employeesthe Business Employees pending or, except as disclosed to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Cazapast two (2) years; and (v) no labor dispute, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involvingwalk out, strike, slowdown, hand billing, picketing, or any pending petitions for recognition ofwork stoppage involving the Business Employees has occurred, a labour union or association as is in progress or, to the exclusive bargaining agent forKnowledge of the Sellers, or where has been threatened in the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Cazapast two (2) years. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There The CCR Parties have provided to the CCBCC Parties a complete and accurate list of the following information as of the date of this Agreement for each CCR Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least thirty (30) days prior to the Closing, the CCR Parties will provide to the CCBCC Parties the following information as of immediately prior to the Closing (to the extent that such information can be generated at least thirty (30) days prior to the Closing and as early prior to the Closing as reasonably practicable to the extent such information cannot be generated at least thirty (30) days prior to the Closing) for each CCR Business Employee: service credit for purposes of vesting and eligibility to participate under any amounts payable by Caza CCR Employee Plan (including any vacation or any other paid time off policy of the Caza Subsidiaries CCR Parties). The parties agree and acknowledge that, due to its or their respective officersthe timing of the deliveries contemplated by the preceding sentence, directorsand as a result of ordinary course personnel turnover, employees or consultants certain individuals who are identified as CCR Business Employees in connection with the deliveries contemplated by the preceding sentence may not be CCR Business Employees at the Closing, and certain individuals who are not identified as CCR Business Employees in connection with the deliveries contemplated by the preceding sentence may be CCR Business Employees at the Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the Closing, the CCR Parties will provide to the CCBCC Parties, for severance or termination pay upon termination each CCR Business Employee, data relating to the amount of employment, or for retention or bonus payments, in each case, on a change sick and vacation leave that is accrued but unused as of control of Cazathe Closing. (b) Except as disclosed in set forth on Section 3.13(b) of the CCR Disclosure LetterSchedule, (i) none of the CCR Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the CCR Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the CCR Parties, there are no accrued bonuses payable currently filed petitions for representation with respect to any officers, directors, employees or consultants the formation of Caza or a collective bargaining unit involving any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza CCR Business Employees and no such agreement or contract haspetitions for representation have been filed or, to the knowledge Knowledge of Cazathe CCR Parties, been directly threatened in the past two (2) years; (iv) there is no unfair labor practice or indirectly requested labor arbitration proceeding brought by any employee or group on behalf of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employeesthe CCR Business Employees pending or, except as disclosed to the Knowledge of the CCR Parties, threatened against the CCR Parties and no such proceeding has been initiated or, to the Knowledge of the CCR Parties, threatened in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Cazapast two (2) years; and (v) no labor dispute, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involvingwalk out, strike, slowdown, hand billing, picketing, or any pending petitions for recognition ofwork stoppage involving the CCR Business Employees has occurred, a labour union or association as is in progress or, to the exclusive bargaining agent forKnowledge of the CCR Parties, or where has been threatened in the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Cazapast two (2) years. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There Buyer will not be any amounts payable by Caza or any offer employment, as of the Caza Subsidiaries close of business on the Closing Date, on an at-will basis, to its or their respective officerseach employee (i) of any Selling Company who is actively and exclusively employed in the operation of the Business and who is not listed on Schedule 6.5(a)(i) and (ii) to each employee of any Selling Company otherwise listed on Schedule 6.5(a)(ii) (each, directorsan “Active Table of Contents Employee”), employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus paymentswith compensation and employee benefits that are no less favorable, in each casethe aggregate, on than the compensation and benefits that have been provided to such persons by the Selling Companies immediately prior to the Closing, except for changes in the costs of benefits required by third-party providers of such benefits. An Active Employee who accepts an offer of employment as of the Closing Date with Buyer is referred as a change of control of Caza“Hired Active Employee.” (b) Except Without limiting the generality of the foregoing, Buyer shall (i) waive any preexisting condition limitations otherwise applicable to employees and their eligible dependents under any plan of Buyer or its subsidiaries that provides health benefits in which Hired Active Employees may be eligible to participate following the Closing Date, other than any limitations that were in effect with respect to such employees as disclosed of the Closing Date under the analogous Company Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by the Hired Active Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing Date during the portion of the calendar year prior to the Closing Date in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Buyer and its subsidiaries in which they are eligible to participate after the Closing Date in the Disclosure Lettersame plan year in which such deductibles, there are no accrued bonuses payable co-payments or out-of-pocket maximums were incurred, (iii) waive any waiting period limitation or evidence of insurability or at work requirement that would otherwise be applicable to any officersa Hired Active Employees and his or her eligible dependents on or after the Closing Date, directors, employees or consultants of Caza or any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed in each case to the Offeror in the Disclosed Information a list of the position of each extent such employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of or eligible dependent had satisfied any extraordinary compensation that has not been disclosed similar limitation or requirement under an analogous Company Plan prior to the Offeror in the Disclosed Information. Closing Date, (eiv) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any Company Plan, recognize the service with the Company prior to the Closing (based upon the Company’s service records as provided to Buyer) of its employeesthe Hired Active Employees; provided, however, that such recognition shall not result in a duplication of benefits, and (iv) credit Hired Active Employees with the applicable amount of Rolled-Over Accrued Vacation pursuant to Section 5.8(b).

Employment Matters. Luminant and/or the Purchaser covenant and agree as follows: (a) There will not be any As soon as practicable after the Closing, Luminant shall make option grants to the employees named on Schedule 5.18(a) in the amounts payable by Caza or any indicated opposite each employee's name pursuant to Luminant's standard option plan on terms comparable to those that apply to first time hires of the Caza Subsidiaries to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Caza.Luminant; (b) Except Contemporaneously with the Closing, the Purchaser shall make employment offers to each Person listed on Schedule 5.18(b) in accordance with the salary set forth on Schedule 5.18(b), provided that such Person has satisfied a performance criteria substantially comparable to the criteria used by the Seller as disclosed in of the Disclosure LetterClosing Date to evaluate employee performance and make compensation adjustments for its employees; provided, there are no accrued bonuses payable further, that if such Person has not satisfied such performance criteria, the Purchaser shall make an employment offer to any officers, directors, employees or consultants of Caza or any of its subsidiaries.such Person on substantially the same salary terms as those provided by the Seller to such Person on the Closing Date; and (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at Purchaser shall assume the Effective Time. (d) Caza has disclosed to the Offeror obligations in the Disclosed Information a list respect of the position of each employee of Caza and a summary of each Person named on Schedule 5.18(c) who has recently graduated from graduate school in accordance with the terms described on such employees’ salary. Since December 31, 2015, Caza has not authorized Schedule so long as the payment of any extraordinary compensation that has not been disclosed to Person named thereon accepts employment with the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement Purchaser or other labour union contract applicable to any employees of Caza and no such agreement Luminant or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in Subsidiaries and continues to be an employee of the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges Purchaser or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges Luminant or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before Subsidiaries during the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with period specified on Schedule 5.18(c). With respect to the Persons named on Schedule 5.18(c) who are not currently attending graduate school, the Purchaser shall offer such Person financial assistance to attend graduate school on a basis and terms substantially comparable to the financial assistance offered by the Seller to its employees on the date of this Agreement as set forth in Schedule 5.18(c), provided all of the following conditions are satisfied: (A) such Person is an employee of the Purchaser, Luminant or any of its employeesSubsidiaries prior to starting graduate school, does not become employed by any other Person while attending graduate school (other than for part-time employment with a Person that is not a Competing Business or part-time employment of ten (10) hours or less per week with a Competing Business) and rejoins the Purchaser, Luminant or any of its Subsidiaries as an employee after graduating from graduate school in accordance with his arrangement with the Purchaser, Luminant or such other Subsidiary, (B) the Purchaser, Luminant or such Subsidiary shall determine, in its sole discretion, that it desires such Person to return to work for it following his graduation from graduate school, (C) such Person graduates from graduate school with a masters in business administration degree, and (D) such Person agrees to return to work for Luminant for at least a period of two (2) years following his graduation from graduate school.

Employment Matters. (a) There will not be any amounts payable by Caza or any Buyer shall offer employment to all employees of the Caza Subsidiaries to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, Seller employed in the Business on the day before the Closing Date (the "Seller Employees," each case, a "Seller Employee") as an at-will-employee on the Closing Date. Those Seller Employees who are on a change leave of control absence due to disability (including but not limited to maternity leave) which terminates within the one- year period beginning on the Closing Date and which are listed on the Disclosure Letter shall receive an offer of Cazaemployment from Buyer on the date such leave of absence terminates and Buyer provide health and other benefits consistent with the practices of FirstService. The terms of employment offered to such Seller Employees shall be based on Buyer's employment practices and policies, provided that it shall be a term of such offer that each such Seller Employee be entitled to receive cash compensation (including bonuses) based on a pay scale which is no less generous than the Companies pay scale. Buyer shall assume any and all obligations for vacation, sick and personal leave earned by Seller Employees who accept employment with Buyer, all of which data is set forth on the Disclosure Letter. All employees who report to work following the Closing Date shall be deemed to have accepted employment with the Buyer. (b) Except Buyer shall not assume any obligations arising under any "employee benefit plan" (as disclosed such term is defined in Section 3(3) of ERISA) which the Disclosure Letter, there are no accrued bonuses payable Seller maintains relating to any officers, directors, employees or consultants of Caza or any of its subsidiariesSeller Employee (collectively the "Plans"). (c) The Disclosure Letter contains a schedule containing a list It is the intention of the parties that the Seller not be obligated to offer "continuation coverage" as provided by Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended and Section 4980B of the Internal Revenue Code ("COBRA") under Seller's group health plans with respect to the Seller Employees who accept Buyer's offer of employment. Buyer shall provide as of the Closing Date such Seller Employees with immediate and full coverage under group health plans which provide coverage which is comparable to the coverage such under the Seller's group health plans and without regard to any waiting period or eligibility requirement or pre-existing condition exclusions that may otherwise be applicable. Buyer or its Affiliates shall comply with all executive officers COBRA obligations applicable to group health plans maintained or established by Buyer or its Affiliates on or after the Closing Date for the benefit of Caza and such officers Seller Employees who will resign their respective positions effective at the Effective Timeaccept employment with Buyer, or its Affiliates. (d) Caza has disclosed Pursuant to the Offeror "Alternative Procedure" provided in the Disclosed Information a list Section 5 of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31Revenue Procedure 84-77, 20151984-2 C.B. 753, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any filing and furnishing Internal Revenue Service Forms W-2, W-3 and 941, (i) the Seller and the Buyer shall report on a "predecessor-successor" basis as set forth therein, (ii) the Seller shall be relieved from furnishing Forms W-2 to transferred employees and (iii) the Buyer shall assume the obligations of its employeesthe Seller to furnish such forms to such employees for the full 1998 calendar year.

Employment Matters. (a) There The Sellers have provided to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least forty (40) days prior to the Closing, the Sellers will provide to the Buyer the following information as of immediately prior to the Closing (to the extent that such information can be generated at least forty (40) days prior to the Closing and as early prior to the Closing as reasonably practicable to the extent such information cannot be generated at least forty (40) days prior to the Closing) for each Business Employee: service credit for purposes of vesting and eligibility to participate under any amounts payable by Caza Employee Plan (including any vacation or any other paid time off policy of the Caza Subsidiaries Sellers). The parties agree and acknowledge that, due to its or their respective officersthe timing of the deliveries contemplated by the preceding sentence, directorsand as a result of ordinary course personnel turnover, employees or consultants certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, prior to the Closing, the Sellers will provide to the Buyer, for severance or termination pay upon termination each Business Employee, data relating to the amount of employment, or for retention or bonus payments, in each case, on a change sick and vacation leave that is accrued but unused as of control of Cazathe Closing. (b) Except as disclosed in set forth on Section 3.13(b) of the Disclosure LetterSchedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no accrued bonuses payable currently filed petitions for representation with respect to any officers, directors, employees or consultants the formation of Caza or a collective bargaining unit involving any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza Business Employees and no such agreement or contract haspetitions for representation have been filed or, to the knowledge Knowledge of Cazathe Sellers, been directly threatened in the past two (2) years; (iv) there is no unfair labor practice or indirectly requested labor arbitration proceeding brought by any employee or group on behalf of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employeesthe Business Employees pending or, except as disclosed to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Cazapast two (2) years; and (v) no labor dispute, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involvingwalk out, strike, slowdown, hand billing, picketing, or any pending petitions for recognition ofwork stoppage involving the Business Employees has occurred, a labour union or association as is in progress or, to the exclusive bargaining agent forKnowledge of the Sellers, or where has been threatened in the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Cazapast two (2) years. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not be any amounts payable All individuals employed by Caza Sellers or any one of their affiliates who are currently assigned to perform work on the Assets affected by this Agreement are designated by Sellers on the Employee Schedule (as hereinafter defined) as "Field Employees". Buyer agrees to cause a member of the Caza Subsidiaries controlled group under IRC Section 1563(c)(2)(A) of which Buyer is a member (the "Buyer Controlled Group") to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination make offers of employmentemployment as of thirty (30) days after the Effective Time to such number of Field Employees that will result in either (a) such offers of employment will have been made by Closing to all Field Employees, or (b) as of Closing at least two (2) Field Employees will become employed by a member of the Buyer Controlled Group. Sellers shall deliver the Employee Schedule for retention or bonus payments, in each case, "Field Employees" on a change confidential basis to the Manager, Human Resources of control of Caza.Buyer no (b) Except Employees listed on the Employee Schedule who accept offers of employment and who are employed by a member of the Buyer Controlled Group are referred to as disclosed "Acquired Employees", or individually as an "Acquired Employee". Upon commencement of employment by an Acquired Employee with a member of the Buyer Controlled Group, Acquired Employee's participation in all employee benefit plans (within the Disclosure Lettermeaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, there are no accrued bonuses payable to any officers, directors, employees or consultants of Caza as amended ("ERISA") (the "Plans") sponsored by Sellers or any of their affiliates, or in which they are participating employers, shall cease, and all liability associated with such Plans, including but not limited to funding, claims for benefits, fines, penalties and taxes, shall remain the liability of the Sellers and their affiliates. Buyer will, or will cause its subsidiariesaffiliates to, take all action necessary to cause all such Acquired Employees to be covered under the employee benefit plans of Buyer or its affiliates and fringe benefit arrangements, in each case effective as of the Closing Date, on the same basis as those provided to Buyer's affiliates' employees in comparable positions. (c) The Disclosure Letter contains If a schedule containing member of the Buyer Controlled Group (an "Offering Employer") makes any such offers of employment to Acquired Employees requiring a list change of all executive officers work location such that the Acquired Employee must travel at least 50 miles (as determined under Internal Revenue Code Section 217 and the regulations issued pursuant thereto) further to the new principal place of Caza and work than the work location as shown on the Employee Schedule for Field Employees, such officers who Offering Employer will resign their respective positions effective at extend the Effective Timesame relocation assistance to such Acquired Employee as are available to employees of the Offering Employer. (d) Caza has disclosed Sellers represent to Buyer that Sellers shall pay the Offeror in the Disclosed Information Field Employees which are not Acquired Employees or are not relocated by Sellers to another of Sellers' work locations a list severance pay ("Severed Employees"). If Buyer employs any of the position Severed Employees within six (6) months of each employee of Caza and a summary of each such employees’ salary. Since December 31Closing, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.Buyer shall

Employment Matters. At least ten (a10) There will not be any amounts payable by Caza or any of the Caza Subsidiaries to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Caza. (b) Except as disclosed in the Disclosure Letter, there are no accrued bonuses payable to any officers, directors, employees or consultants of Caza or any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed Business Days prior to the Offeror in Closing Date, the Disclosed Information Sellers shall provide to the Buyers a list of the position of each Seller Employees along with their current telephone numbers, home addresses and social security numbers; provided, however, that the Sellers shall not be required to provide such information for the Seller Employee to the Buyers unless such Seller Employee authorizes the Sellers to release such information to the Buyers, and the Sellers agree to make reasonably diligent efforts to secure such authorizations; provided, further, that the Buyers will not consider for possible employment any Seller Employee who does not authorize such release. At the Effective Time, the Sellers shall provide to the Buyers employee of Caza personnel files related to all the Seller Employees that have been offered and a summary of each accepted employment with the Buyers subject to the authorization by such employees’ salarySeller Employees to the Buyer to release the same. Since December 31At all times prior to the Closing Date, 2015, Caza has not authorized the payment Sellers agree to cooperate reasonably with the Buyers in respect to the potential hiring by the Buyers of any extraordinary compensation that has not been disclosed to Seller Employee on or after the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable Closing Date, including by responding to any employees of Caza and no such agreement reasonable requests by the Buyers for information about or contract has, access to any Seller Employee. The Sellers shall be responsible for timely compliance with all applicable Legal Requirements respecting the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with effect upon any of its employees, except as disclosed in including the Disclosure LetterSeller Employees, of the Contemplated Transactions, the WARN Act and any similar state or local laws concerning layoffs or the closing or relocation of worksites or the like, which effect arises out of or results from any termination of employment by the Sellers on or before the Closing Date. Caza has not received The Sellers and their respective Affiliates shall be responsible for any written notification and all obligations under Section 601 et seq. of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees ERISA and Section 4980B of Caza, and Caza is not aware of any such threatened charges or claims. the Code (f"COBRA") Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard provide health continuation coverage to any employee or former employee (and any beneficiaries) of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of CazaSellers and their respective Affiliates who experiences a "qualifying event" (as defined in COBRA) prior to the Closing. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will From and after the Closing, Purchaser shall give each Covered Employee whose employment transfers at Closing credit for eligibility and for vesting, but not be for benefit accrual purposes, under any amounts payable employee benefit plans, arrangements, collective bargaining agreements and employment-related entitlements provided, sponsored, maintained or contributed to by Caza Purchaser or any of its Subsidiaries for such Covered Employee’s service with Seller or any of its Subsidiaries, and with any predecessor employer, to the Caza Subsidiaries same extent eligibility service is recognized by Seller or any of its Subsidiaries, with such service credit based solely upon employee data transferred to its or their respective officersPurchaser by Seller, directorscalculated on an elapsed time basis, employees or consultants rounded up for severance or termination pay upon termination partial years (“Pre-Closing Service”), except to the extent such credit would result in the duplication of employmentbenefits for the same period of service, or for retention cause such plan or bonus payments, in each case, on a change of control of Cazaarrangement to fail to comply with any applicable Law. Such Pre-Closing Service shall only be provided to Covered Employees. (b) Except as disclosed in Purchaser shall use commercially reasonable efforts to (i) waive for each Covered Employee and his or her dependents, any waiting period provision, payment requirement to avoid a waiting period, pre-existing condition limitation, actively-at-work requirement and any other restriction that would prevent immediate or full participation under the Disclosure Letter, there are no accrued bonuses payable to any officers, directors, employees or consultants welfare plans of Caza Purchaser or any of its subsidiariesSubsidiaries applicable to such Covered Employee to the extent such waiting period, pre-existing condition limitation, actively-at-work requirement or other restriction would not have been applicable to the Covered Employee under the terms of the welfare plans of Seller and its Subsidiaries, and (ii) give full credit under the welfare plans of Purchaser and its Subsidiaries applicable to each Covered Employee and his or her dependents for all coinsurance and deductibles satisfied prior to the Closing in the same plan year as the Closing, and for any lifetime maximums, as if there had been a single continuous employer; provided, however, Covered Employees shall be subject to all other applicable eligibility and coverage requirements normally applicable to Purchaser’s employees for eligibility and participation in Purchaser’s welfare plans. (c) The Seller shall be responsible for and shall pay any and all losses, liabilities and claims incurred in connection with any and all workers’ compensation claims to the extent arising from events, conditions, illnesses or injuries occurring prior to or at Closing with respect to current and former employees of the Companies, including without limitation those claims identified on Section 5.2(c) of the Seller Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective TimeLetter. (d) Caza has disclosed Purchaser shall assume and honor, in accordance with the terms of the applicable policy of Purchaser or its Affiliates, all vacation days and other paid time off accrued but not yet taken by Covered Employees under the applicable policy of Seller or its Subsidiaries (it being understood that Purchaser may deduct from the number of days of vacation and other paid time off made available to any Covered Employee the Offeror number of days of vacation previously taken by or paid to such Covered Employee in accordance with applicable law in the Disclosed Information a list applicable calendar year or other applicable period of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Informationaccrual). (e) There exists no collective bargaining agreement Except as otherwise specifically provided for herein, at Closing, Purchaser shall assume and be solely responsible for all liabilities, obligations, claims and losses relating to each Covered Employee (or any dependent or beneficiary of a Covered Employee) other labour union contract applicable than any Excluded Employee Liabilities; provided, however, except as otherwise provided in this Section 5.2 and except for the obligation to any employees of Caza provide accrued vacation to Covered Employees pursuant to Section 5.2(d) and no such agreement or contract has, as set forth in the schedule thereof delivered by Seller to Purchaser (the knowledge of Caza, been directly or indirectly requested by “Assumed Vacation”) and except for any employee or group benefits plans sponsored by the unions set forth on Section 5.2(e) of employees of Cazathe Seller Disclosure Letter (such union plans, “Union Plans”), neither Purchaser nor has there been any discussion with respect thereto by management of Caza with any of its employeesAffiliates shall have any liability or responsibility for any employee benefits-related liabilities, obligations, claims and losses that arise under an employee benefit plan sponsored by or maintained by Seller or any of its Subsidiaries (all of which are Excluded Employee Liabilities). In addition, Purchaser shall not, and does not by reason of execution or delivery of this Agreement or consummation of the transactions contemplated under this Agreement, assume any of Seller’s or the Companies’ obligations, liabilities, claims and losses (including without limitation severance obligations and COBRA coverage) with respect to Retained Employees or any employee of the Companies terminated at or prior to Closing except as disclosed otherwise provided for in this Section 5.2(e), all of which shall be retained by Seller and shall constitute Excluded Employee Liabilities. Except to the extent required by applicable law, effective as of 12:01 a.m. on the date of the Closing, Covered Employees shall cease all active participation in and accrual of benefits under Seller’s benefit plans. Without limiting any other Excluded Employee Liabilities, Seller shall be responsible for any liabilities that may arise with respect to application of COBRA or any similar state law with respect to any of the employees of the Companies or covered dependents as a result of any qualifying events which occurred at or prior to Closing. Except as provided in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any next sentence, Seller shall be responsible for all obligations under the Worker Adjustment and Retraining Act (“WARN”) with respect to all employees of Cazathe Companies who are terminated prior to Closing and with respect to the Retained Employees after Closing. Purchaser shall be responsible for all WARN obligations with respect to (i) Covered Employees who incur an “employment loss” after Closing and (ii) employees of the Companies who incur an “employment loss” on or prior to Closing to the extent that WARN obligations with respect to such employees of the Companies arise from any terminations by Purchaser or any of its Affiliates on or after Closing. Seller shall, if so requested by Purchaser, provide relevant data regarding employees of the Seller and Caza is not aware its Subsidiaries who experienced an employment loss within ninety (90) days preceding the Closing Date. Purchaser shall, if so requested by Seller, provide relevant data regarding employees of any such threatened charges or claimsthe Purchaser and its Subsidiaries who experienced an employment loss within ninety (90) days following the Closing Date. (f) Caza is not aware Effective as of Closing, Purchaser shall have in effect one or more defined contribution plans that include a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code, including a non-contributory plan for the benefit of union employees (“Purchaser’s Union 401(k) Plan”) and a contributory plan providing matching contributions for non-union employees (“Purchaser’s Non-Union 401(k) Plan”) providing benefits as of the date of the Closing to the Covered Employees participating in one of Seller’s defined contribution plans that includes a qualified cash or deferred arrangement on a non-contributory basis for Seller’s Union Employees (“Seller’s Union 401(k) Plan”) and a contributory plan providing for matching contributions for Seller’s Non-Union Employees (“Seller’s Non-Union 401(k) Plan”) as of the first day of the month next following sixty (60) days from the date of the Closing. Subject to any currently pending union organizing activities or proceedings involvingminimum age requirements, or any pending petitions for recognition ofPurchaser shall permit each Covered Employee participating in Seller’s Union 401(k) Plan to participate in Purchaser’s Union 401(k) Plan and Purchaser agrees to cause Purchaser’s Union 401(k) Plan to accept, in accordance with applicable law, a labour union “direct rollover” (within the meaning of Section 401(a)(31) of the Code) of his or association her account balances (including earnings thereon through the date of transfer and promissory notes evidencing all outstanding loans, but excluding Xxxx 401(k) accounts) under Seller’s Union 401(k) Plan if such rollover to Purchaser’s Union 401(k) Plan is elected in accordance with applicable law by such Covered Employee, subject to each of Seller’s and Purchaser’s reasonable satisfaction that Seller’s Union 401(k) Plan or Purchaser’s Union 401(k) Plan, as applicable, is in compliance with all applicable laws and that such plan continues to satisfy the exclusive bargaining agent forrequirements for a qualified plan under Section 401(a) of the Code and that the trust that forms a part of such plan is exempt from tax under Section 501(a) of the Code. Similarly, or where Purchaser shall permit each Covered Employee participating in Seller’s Non-Union 401(k) Plan to have the purpose is identical rights set forth in the preceding sentence with respect to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of CazaCovered Employees participating in Seller’s Union 401(k) Plan. (g) Caza is not aware of any strikesPurchaser agrees, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any collective bargaining agreements that apply to any Covered Employees, to (i) recognize each union which at the Closing Date represents any such Covered Employees as the representative of its employeessuch Covered Employees as of the Closing Date, and (ii) be bound by, and assume the terms and obligations as a successor or assign of Seller under, any such collective bargaining agreements with respect to such Covered Employees. Nothing in this Section 5.2(g) shall prevent Purchaser from negotiating a new or revised collective bargaining agreement with respect to Covered Employees in place of an existing collective bargaining agreement. (h) With respect to each Covered Employee and each Purchaser Employee whose employment is terminated during the six-month period following the Closing Date, Seller shall pay Purchaser (by disbursement from the Severance Escrow Amount) fifty percent (50%) of all severance and vacation liabilities, whether made pursuant to applicable Law, a collective bargaining or labor organization Contract, an employment or severance agreement, the policies of the Companies, Purchaser or any Affiliate of Purchaser, or otherwise (100% of such liabilities, the “Accrued Liabilities”); provided, however, that in no event shall Seller’s obligations with respect to the Accrued Liabilities exceed the Severance Escrow Amount. From time to time as and when any such termination occurs, Purchaser and Seller shall execute and deliver to the Escrow Agent joint written instructions directing release to Purchaser from the Severance Escrow Amount an amount equal to fifty percent (50%) of all Accrued Liabilities incurred in connection with such termination regardless of the timing of payment by Purchaser. As used herein, “Purchaser Employee” means any employee of Purchaser or any Affiliate of Purchaser who primarily provides services to Total Traffic Network.

Employment Matters. (a) There will not be any amounts payable by Caza or any Purchaser and Seller agree that, within three days after signing this Agreement, Seller shall cause the Company and its Subsidiaries to issue notices, pursuant to the WARN Act, in substantially the forms attached hereto as Exhibit 5.2(a), to all employees of the Caza Company and its Subsidiaries, as well as all applicable federal, state and local authorities. On the Closing Date, Seller shall provide a list of the name and site of employment of any and all employees of the Company and its Subsidiaries who have experienced an employment loss or layoff, as defined under the WARN Act, within ninety (90) days prior to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Cazathe Closing Date. (b) Except Purchaser and Seller agree to cooperate with one another to determine within thirty (30) days following the date of this Agreement or such date that Purchaser and Seller shall otherwise agree, the number of employees that Purchaser will require at each work site following the Closing for purposes of ongoing staffing requirements based on the operational needs of Purchaser and, likewise, the number of such employees that will no longer be required by Purchaser for such purposes. Notwithstanding the preceding sentence to the contrary, the Purchaser shall make the final determination as disclosed to the number of employees required for ongoing staffing requirements. Seller shall cause the Company and its Subsidiaries to terminate the employment of such number of employees at least fourteen (14) days prior to the Closing, but in no event, unless Seller agrees otherwise, less than sixty (60) days following the notices provided under (a). All employees employed by the Company and its Subsidiaries on the Closing Date are hereinafter referred to as the “Company Employees”. Prior to the Closing, Seller shall cause the Company and its Subsidiaries to have paid to the Company Employees any and all amounts attributable to accrued vacation, personal days, sick days, paid-time off, bonuses and for any other time or payments for which such Company Employees may be entitled, such that upon the Closing Date the Company Employees will not be entitled to any further compensation or paid time off of any nature whatsoever from the Company or its Subsidiaries attributable to the Plans, Contracts, policies, practices and programs in existence prior to the Closing. During the two-year period following the Closing, Purchaser shall, or shall cause its Subsidiaries to, provide to each Company Employee who is employed by Purchaser or any Subsidiary of Purchaser, for so long as such Company Employee remains so employed during such two-year period, compensation and employee benefits that, with respect to each such Company Employee, are no less favorable in the Disclosure Letter, there are no accrued bonuses payable aggregate than the compensation and benefits provided to any officers, directors, similarly situated employees or consultants of Caza or any of Purchaser and its subsidiariesSubsidiaries. (c) The Disclosure Letter contains Purchaser shall, or shall cause its Subsidiaries (including, without limitation, the Company and its Subsidiaries) to give each Company Employee credit for such Company Employee’s service with the Company and its Subsidiaries for purposes of eligibility and vesting (including for purposes of vacation) under any benefit plans maintained by Purchaser or any of its Subsidiaries which are generally made available by Purchaser or any of its Subsidiaries following the Closing to employees of the Company or its Subsidiaries and in which a schedule containing Company Employee participates; provided, however, that such service shall not be recognized to the extent that such recognition would result in a list duplication of all executive officers benefits with respect to the same period of Caza and such officers who will resign their respective positions effective at the Effective Timeservice. (d) Caza has disclosed Purchaser shall, or shall cause its Subsidiaries (including, without limitation, the Company and its Subsidiaries) to, (i) waive any preexisting condition limitations otherwise applicable to Company Employees and their eligible dependents under any plan of Purchaser or any Subsidiary of Purchaser that provides health benefits in which Company Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to such employees as of the Closing under the analogous Plan, (ii) credit any deductible, co-payment and out-of-pocket maximums incurred by the Company Employees and their eligible dependents under the health plans in which they participated immediately prior to the Offeror Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under the health plans of Purchaser or any of its Subsidiaries in which they are eligible to participate after the Closing in the Disclosed Information a list of the position of each employee of Caza same calendar year in which such deductibles, co-payments or out-of-pocket maximums were incurred and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed (iii) to the Offeror extent permitted under a benefit plan maintained by Purchaser or its Subsidiaries, waive any waiting period limitation that would otherwise be applicable to a Company Employee and his or her eligible dependents on or after the Closing, in each case to the Disclosed Informationextent such Company Employee or eligible dependent had satisfied any similar limitation under an analogous Plan prior to the Closing. (e) There exists The Company has entered into Retention and Contingent Separation Agreements with the individuals set forth in Section 5.2(e) of the Seller Disclosure Schedule (collectively, the “Retention and Contingent Separation Agreements”). Seller hereby agrees that (i) prior to Closing, Seller shall use its reasonable best efforts to terminate the Retention and Contingent Separation Agreements so that no collective bargaining agreement obligations shall exist under such Retention and Contingent Separation Agreements on or other labour union contract applicable to any employees of Caza after the Closing and no such agreement or contract has(ii) Seller shall be responsible for, and prior to the knowledge Closing shall have made, each payment and offered any continuation of Caza, been directly or indirectly requested by benefits required under any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, Retention and Caza is not aware of any such threatened charges or claimsContingent Separation Agreement. (f) Caza is Seller acknowledges and agrees that Seller has disclosed accurate actuarial estimates of Black Lung Liabilities in Section 5.2(f) of the Seller Disclosure Schedule, and that such estimates are subject to change. Purchaser agrees that it shall assume all Black Lung Liabilities and all Black Lung Claims arising thereunder, regardless of whether such Liabilities or claims, or the events or circumstances giving rise to such Liabilities or claims, whether filed or unfiled, pending or not aware pending, arise or are pending prior to, on or after the Closing by or on behalf of any currently pending union organizing activities current or proceedings involvingformer employee of the Company or its Subsidiaries who performs or at any time performed services for the Business, any dependents or heirs of any such employees or any pending petitions for recognition ofother person or entity who asserts a claim derived from such persons. From and following the Closing, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to Purchaser agrees that neither Seller nor any of its facilitiesAffiliates shall retain or incur any Liability with respect to Black Lung Claims or Black Lung Liabilities made or incurred by any current or former employee of the Company or its Subsidiaries who performs or at any time performed services for the Business, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation dependents or heirs of any such employees or any other person or entity who asserts a claim derived from such persons, regardless of Cazawhen the events or circumstances giving rise to such Liabilities or claims arose. Seller agrees that the Company shall retain the Black Lung Benefits Trust and all assets thereunder. If Purchaser is not already registered with the Department of Labor as a guarantor with respect to Black Lung Liabilities and if Purchaser intends to be self-insured regarding such Liabilities, Purchaser shall so register with the Department of Labor. (g) Caza is Seller acknowledges and agrees that Seller has disclosed accurate actuarial estimates of the post-employment Liabilities, other than any such estimates related to long-term disability Liabilities, in Section 5.2(g) of the Seller Disclosure Schedule, and that such estimates are subject to change. Prior to the Closing, Seller shall, or shall cause the Company and its Subsidiaries to, take all actions necessary to terminate and cease all post-employment benefits payable, or to become payable, to employees or former employees, and their dependents, of the Company and its Subsidiaries, including providing all employees, former employees and their dependents with written notice of such termination and cessation, such termination and cessation to become effective prior to the Closing; provided, however, that the Company will pay all such benefit claims through the run out period. To the extent such post-employment benefits cannot aware be terminated and ceased prior to the Closing as to all employees, former employees and their dependents for whatever reason, Seller shall retain the obligations, Liabilities and Costs associated with such post-employment benefits and shall indemnify Purchaser, the Company and its Subsidiaries for any and all costs associated with such benefits. (h) Seller shall be solely responsible for, and hereby assumes all Liabilities and Costs whatsoever with respect to, and shall indemnify and defend Purchaser, the Company and its Subsidiaries against, and hold Purchaser, the Company and its Subsidiaries harmless from any and all Losses with respect to Seller’s, the Company’s or its Subsidiaries’ termination of the employment of any strikesand all employees pursuant to Section 5.2(b) of this Agreement, work stoppagesincluding but not limited to any Liabilities and Costs arising under federal, work slowdowns state or lockouts nor local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, Executive Order 11246 and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or in equity (including any threats thereofclaims for wrongful discharge or otherwise), by or under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company and any of its Subsidiaries and such employee, except with respect to any workers’ compensation or unemployment claims, which claims shall be assumed by Purchaser as provided hereunder. (i) At the option of Seller, which decision shall be communicated to Purchaser within five days of this Agreement, Seller may, prior to the Closing, transfer the TECO Coal Medical Plan to, and cause it to be sponsored and maintained by, any Affiliate of Seller other than the Company or its employeesSubsidiaries. Other than as set forth in Section 2.5(k), in the event Seller transfers the TECO Coal Medical Plan as contemplated by this Section 5.2(i), after the Closing, the Company shall fund the claims payment account as directed by the third party administrator for claims incurred under the TECO Coal Medical Plan prior to the Closing which are not covered under any stop-loss coverage in effect for the TECO Coal Medical Plan for employees of the Company and its Subsidiaries and their eligible dependents and former employees and their eligible dependents who were receiving retiree health care benefits. As otherwise provided in the Agreement, the Purchaser, the Company and its Subsidiaries will not reimburse the Seller or its Affiliate for any claims or obligations under the TECO Coal Medical Plan related to or incurred under COBRA continuation coverage for qualifying events that occur prior to the Closing. (j) The provisions of this Section 5.2 are solely for the benefit of the parties to this Agreement, and no employee or former employee of the Company or any Subsidiary thereof or any other individual associated therewith shall be regarded for any purpose as a third party beneficiary of this Agreement, and nothing herein shall be construed as an amendment to any Plan or Company Plan for any purpose. The parties acknowledge and agree that nothing contained in this Agreement, including in this Section 5.2, shall require Purchaser or any Affiliate thereof (including, after the Closing Date, the Company and its Subsidiaries) to maintain the employment of any employee of the Company or any Subsidiary thereof.

Employment Matters. (a) There At any time prior to the Closing, Acquiror will have the right, but not the obligation, to interview or otherwise meet and/or discuss with the individuals employed by the Company or AG LLC that are (i) either (x) employed pursuant to an employment agreement with a member of the Company Group, or (y) among the Company Group’s 25 most highly compensated employees (based on aggregate cash compensation paid in 2015), and (ii) identified in a separate notice provided by Acquiror to the Company (the “Specified Employees”) during normal business hours and as otherwise requested by Acquiror. In connection therewith, the Company will, and will cause AG LLC to, reasonably cooperate with Acquiror to facilitate any such interview, meeting or discussion. The Company shall use its reasonable efforts to, effective as of the Closing, terminate the employment of, including terminating the employment agreement of, the individuals listed on one or more separate notices provided by Acquiror to the Company, which notices will be given not less than five (5) Business Days prior to the Closing (the “Identified Employees”). All of the liabilities, payments, costs and expenses associated with, or payable upon, the termination of the Identified Employees at or prior to the Closing, including any amounts payable “change of control”, severance or other payment that is triggered by Caza such termination or the consummation of the Merger or any of the Caza Subsidiaries to its or their respective officerstransactions contemplated by this Agreement, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Cazashall constitute “Transaction Expenses”. (b) Except as disclosed For a period of one (1) year following the Closing Date, Acquiror shall use commercially reasonable efforts to, or shall use commercially reasonable efforts to cause the Surviving Entity to, maintain for employees who continue in the Disclosure Letteremploy of Acquiror, there the Surviving Entity or any of their Subsidiaries following the Closing Date (“Continuing Employees”), (i) annual rates of base salaries or wage levels and annual target cash incentive opportunities that are substantially comparable in all material respects to those provided to the Continuing Employees immediately prior to the Closing and (ii) employee benefits that are, in the aggregate, no accrued bonuses payable less favorable than the greater of (i) those provided to similarly situated employees of Acquiror and (ii) those provided to the Continuing Employees immediately prior to the Closing. This Section 6.3 shall not limit the obligation of Acquiror to maintain any compensation arrangement or benefit plan that, pursuant to an existing contract, must be maintained for a period longer than one (1) year nor shall it limit or affect any payments to be made pursuant to any officersbenefit plan or bonus plan (it being understood that all such payments shall be made in accordance with the terms thereof, directorswithout amendment or modification, employees or consultants following the Closing by the Company and/or AG LLC). No provision of Caza this Agreement shall be construed as a guarantee of continued employment of any Continuing Employee and this Agreement shall not be construed so as to prohibit the Acquiror or any of its subsidiariesSubsidiaries from having the right to terminate the employment of any Continuing Employee, provided that any such termination is effected in accordance with applicable Law. (c) The Disclosure Letter contains From and after the Closing, the Acquiror shall give each Continuing Employee full credit for purposes of eligibility to participate, level of benefits, vesting and benefit accrual under any employee benefit plans, arrangements, and employment-related entitlements provided, sponsored, maintained or contributed to by Acquiror or any of its Subsidiaries for such Continuing Employee’s service with the Company or AG LLC, and with any predecessor employer, to the same extent recognized by the Company or AG LLC, except (i) to the extent such credit would result in the duplication of benefits for the same period of service. Notwithstanding the foregoing, (ii) with respect to the extent permitted under applicable Law, Acquiror shall not be required to provide credit for such service for benefit accrual purposes under any employee benefit plan of Acquiror that is under a schedule containing a list defined benefit pension plan or retiree welfare benefit plan or (iii) with respect to any newly established plan for which prior service is not taken into account for employees of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective TimeAcquiror. (d) Caza has disclosed Acquiror shall use its commercially reasonable efforts to (i) waive or cause to be waived for each Continuing Employee and his or her dependents, any waiting period provision, payment requirement to avoid a waiting period, pre-existing condition limitation, actively-at-work requirement and any other restriction that would prevent immediate or full participation under the welfare plans of Acquiror or any of its Subsidiaries applicable to such Continuing Employee to the Offeror extent such waiting period, pre-existing condition limitation, actively-at-work requirement or other restriction would not have been applicable to such Continuing Employee under the terms of the welfare plans of the Company and AG LLC, and (ii) to give or cause to be given full credit under the welfare plans of Acquiror and its Subsidiaries applicable to each Continuing Employee and his or her dependents for all co-payments and deductibles satisfied prior to the Closing in the Disclosed Information same plan year as the Closing, and for any lifetime maximums, as if there had been a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Informationsingle continuous employer. (e) There exists no collective bargaining agreement This Agreement is not intended by the parties to, and nothing in this Section 6.3 or other labour union contract applicable otherwise in this Agreement, whether express or implied, shall, (i) constitute an amendment to any employees of Caza and no such agreement or contract hasCompany Benefit Plan, to (ii) obligate Acquiror, the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, Company or any pending petitions for recognition ofSubsidiary to maintain any particular compensation or benefit plan, a labour union program, policy or association as arrangement, (iii) create any obligation of the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or parties hereto with respect to any employee benefit plan of its employees.Acquiror or any Company, or (iv) confer on any Continuing Employee or any other Person (other than the parties to this Agreement) any rights or remedies (including third-party beneficiary rights)

Employment Matters. (a) There will not be any amounts payable by Caza Section 4.15(a) of the Disclosure Schedules sets forth as of the date hereof a list of the names of each Employee, together with their title or job classification, work location, employing entity, current annual salary and target annual cash bonus and commissions for 2017, if any. Except as set forth on Section 4.15(a) of the Disclosure Schedules, none of such persons has an employment Contract with any of the Caza Subsidiaries Seller Parties, the Singapore Subsidiary or the Delaware Subsidiary, which is not terminable on notice by the Seller Parties of thirty (30) days or less without cost or other liability to its the Seller Parties. As of the date hereof, no Employee has advised the Seller Parties that he or their respective officers, directors, employees or consultants for severance or termination pay upon termination she intends to terminate employment with the Seller Parties other than in the context of employment, or for retention or bonus payments, joining Buyer in each case, on a change of control of Cazaconnection with the transactions contemplated by this Agreement and the other Transaction Documents. (b) Except as disclosed in Section 4.15(b) of the Disclosure LetterSchedules sets forth a list as of the date of this Agreement, there separately by company and location, of the names of all individuals who perform services for the Business at an annualized rate in excess of $50,000 per year as a consultant or an independent contractor. The Seller Parties represent that they have paid all of its employees, consultants, and independent contractors for all hours worked, including commissions, overtime, or other wages due, along with related Taxes (or have appropriately accrued for such amounts). There are no accrued bonuses payable actions, suits, claims, investigations or other legal proceedings pending or, to the Seller Parties’ Knowledge, threatened by any officersEmployee against the Seller Parties, directors, employees the Singapore Subsidiary or consultants of Caza or any of its subsidiariesthe Delaware Subsidiary. (c) The Disclosure Letter contains Seller Parties, the Singapore Subsidiary and the Delaware Subsidiary are not a schedule containing party to, bound by, any collective bargaining or other agreement with a list labor organization representing any of all executive officers the Employees. Since the Balance Sheet Date, there has not been, nor, to the Seller Parties’ Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting the Seller Parties, the Singapore Subsidiary, the Delaware Subsidiary or any of Caza and such officers who will resign their respective positions effective at the Effective TimeEmployees. (d) Caza has disclosed The Seller Parties, the Singapore Subsidiary and the Delaware Subsidiary are in compliance with all applicable Laws pertaining to employment and employment practices to the Offeror extent they exclusively relate to the Employees, including but not limited to provisions relating to wages, overtime, expenses, sick time, leaves, contributions, classification of contractors and employees, reductions in the Disclosed Information a list of the position of each employee of Caza force, hours, meal and a summary of each such employees’ salary. Since December 31rest periods, 2015equal opportunity laws, Caza has not authorized collective bargaining and the payment of any extraordinary compensation that has not been disclosed Social Security and other taxes, except to the Offeror extent non-compliance would not result in the Disclosed Informationa Material Adverse Effect. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza The representations and no such agreement or contract has, to warranties set forth in this Section 4.15 are the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, Seller Parties’ sole and Caza is not aware of any such threatened charges or claimsexclusive representations and warranties regarding employment matters. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There The CCBU Parties have provided to the CCBCC Parties a complete and accurate list of the following information as of the date of this Agreement for each CCBU Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least thirty (30) days prior to the Closing, the CCBU Parties will provide to the CCBCC Parties the following information as of immediately prior to the Closing (to the extent that such information can be generated at least thirty (30) days prior to the Closing and as early prior to the Closing as reasonably practicable to the extent such information cannot be generated at least thirty (30) days prior to the Closing) for each CCBU Business Employee: service credit for purposes of vesting and eligibility to participate under any amounts payable by Caza CCBU Employee Plan (including any vacation or any other paid time off policy of the Caza Subsidiaries CCBU Parties). The parties agree and acknowledge that, due to its or their respective officersthe timing of the deliveries contemplated by the preceding sentence, directorsand as a result of ordinary course personnel turnover, employees or consultants for severance or termination pay upon termination certain individuals who are identified as CCBU Business Employees in connection with the deliveries contemplated by the preceding sentence may not be CCBU Business Employees at the Closing, and certain individuals who are not identified as CCBU Business Employees in connection with the deliveries contemplated by the preceding sentence may be CCBU Business Employees at the Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of employment, or for retention or bonus payments, in each case, on a change any provision of control of Cazathis Agreement. (b) Except as disclosed in set forth on Section 3.13(b) of the CCBU Disclosure LetterSchedule, (i) none of the CCBU Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the CCBU Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the CCBU Parties, there are no accrued bonuses payable currently filed petitions for representation with respect to any officers, directors, employees or consultants the formation of Caza or a collective bargaining unit involving any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza CCBU Business Employees and no such agreement or contract haspetitions for representation have been filed or, to the knowledge Knowledge of Cazathe CCBU Parties, been directly threatened in the past two (2) years; (iv) there is no unfair labor practice or indirectly requested labor arbitration proceeding brought by any employee or group on behalf of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employeesthe CCBU Business Employees pending or, except as disclosed to the Knowledge of the CCBU Parties, threatened against the CCBU Parties and no such proceeding has been initiated or, to the Knowledge of the CCBU Parties, threatened in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Cazapast two (2) years; and (v) no labor dispute, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involvingwalk out, strike, slowdown, hand billing, picketing, or any pending petitions for recognition ofwork stoppage involving the CCBU Business Employees has occurred, a labour union or association as is in progress or, to the exclusive bargaining agent forKnowledge of the CCBU Parties, or where has been threatened in the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Cazapast two (2) years. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not be any amounts payable by Caza or any Purchaser and its Affiliates, as appropriate, shall: (i) effective as of the Caza Subsidiaries Closing Date, offer “at will” employment to its or their respective officersall non-represented Employees who timely complete and deliver Purchaser’s standard employment application, directorswhich offer will be contingent upon such non-represented Employees passing Purchaser’s medical exam and drug test requirements. Said Employees shall also be offered the same benefits as currently available to Purchaser’s employees; provided, employees or consultants for severance or termination pay upon termination however, that such non-represented Employees shall be offered positions with base salaries not less than 90% of the base salaries such non-represented Employees earned immediately prior to the Closing Date. Purchaser shall prepare and timely deliver to Seller the following information: (1) the names of all Employees to whom offers of employment have been made, (2) the location of employment, (3) the job title, and (4) whether such offer of employment was accepted or rejected; (ii) negotiate and enter into an agreement with the Union establishing terms and conditions of employment for retention or bonus paymentsHired Employees represented by the Union to be effective as of the Closing Date that complies with Article I, Section 1:03 of the 1999-2006 collective bargaining agreement (“CBA”) between the Union and Seller; (iii) offer employment to all represented Employees on the terms and conditions negotiated by the Purchaser with the Union; and (iv) recognize the Union as the collective bargaining representative of all Hired Employees represented by the Union and comply with any legal obligations to engage in each case, on a change of control of Cazacollective bargaining with the Union. (b) Except Represented and non-represented Employees who accept offers of employment with the Purchaser shall, once they become employed, be referred to as disclosed in the Disclosure Letter, there are no accrued bonuses payable to any officers, directors, employees or consultants of Caza or any of its subsidiaries“Hired Employees.” (c) The Disclosure Letter contains a schedule containing a list Purchaser shall be solely responsible for any liabilities resulting from its practices and procedures in screening and hiring Employees of all executive officers the Business and for its employment decisions with respect to the hiring or refusal to hire any Employees of Caza and such officers who will resign their respective positions effective at the Effective TimeBusiness. (d) Caza has disclosed Purchaser shall be solely responsible for all liability, costs and expenses (including reasonable attorneys’ fees) for all claims filed by any Employees with respect to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such acts or omissions by Purchaser or its agents or employees’ salary. Since December 31, 2015including, Caza has but not authorized the payment limited to arbitrations, unfair labor practice charges, litigation under any statute or ordinance pertaining to labor relations, employment discrimination charges, employment claims or litigation of any extraordinary kind, breach of contract claims, wrongful termination claims, workers’ compensation that has claims, any employment-related tort claim or other similar claims or charges of or by any Employees. Seller shall be solely responsible for all liability, costs and expenses (including reasonable attorneys’ fees) for all claims filed by any Employees with respect to acts or omissions by Seller or its agents or employees, including, but not been disclosed limited to the Offeror in the Disclosed Informationarbitrations, unfair labor practice charges, litigation under any statute or ordinance pertaining to labor relations, employment, discrimination charges, employment claims or litigation of any kind, breach of contract claims, wrongful termination claims, workers’ compensation claims, any employment-related tort claim or other similar claims or charges of or by any Employees. (e) There exists no collective bargaining agreement Seller shall be solely responsible for (i) the payment or provision of all salaries, wages, benefits and other labour union contract applicable to any employees incidents of, or claims relating to, the employment of Caza and no such agreement or contract has, the Employees for the period prior to the knowledge of CazaClosing, been directly (ii) claims made or indirectly requested incurred by any employee or group Employee under the Plans prior to the Closing and (iii) compliance with the requirements of employees COBRA (as hereinafter defined), including, without limitation, the provision of Cazacontinuation coverage, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to all Employees and their qualified beneficiaries for whom a qualifying event occurs before the Closing Date. For purposes of this Section 5.2, “COBRA” means Section 4980B of the Internal Revenue Code of 1986, as amended, and part 6 of subtitle B of Title I of the Employment Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., and “qualified beneficiary” and “qualifying event” shall have the meanings given such terms in COBRA. Purchaser shall be solely responsible for the payment or provision of all salaries, wages, benefits and other incidents of, or claims relating to, the employment of any of its employeesthe Hired Employees and, if applicable, for any of their respective dependents for the period following the Closing or, if later, the effective date of hire.

Employment Matters. (a) There will not be any amounts payable by Caza or any Effective as of the Caza Subsidiaries Closing Date, Buyer or an Affiliate of Buyer shall offer employment to its or their respective officers(i) at least the minimum number of Seller Employees at each Business location as specified on Schedule 6.7 attached hereto and who are not represented by the 1199 SEIU United Healthcare Workers East (the “Union”), directors, employees or consultants for severance or termination pay upon termination and (ii) each of employment, or for retention or bonus payments, in each casethe Seller Employees who are represented by the Union, on the terms and conditions of that certain Collective Bargaining Agreement by and between The Specialty Hospital of Xxxxxxxxxx-Xxxxxx and SHW Xxxxxx SNF and the Union, effective May 13, 2012 through April 30, 2015 (the “CBA”). Buyer has no obligation to offer employment to all Seller Employees other than those represented by the Union; provided, that, effective as of the Closing Date, Buyer or an Affiliate of Buyer shall provide comparable offers of employment to a change sufficient number of control Seller Employees at each of CazaSeller’s locations to avoid any mass layoff or plant closing under the federal WARN Act or applicable state laws requiring notice of mass layoffs or plant closings. (b) Except To be eligible for hire by Buyer, Seller Employees must (i) to the extent permitted by Law, consent to the release of his or her employment files to Buyer or its Affiliate prior to Closing, (ii) pass a pre-employment drug test, background check, and physical exam, and (iii) have the unrestricted ability to provide federally reimbursed services. Subject to its obligations under this Section 6.7, Buyer, in its sole and absolute discretion, will identify the Seller Employees to whom Buyer will offer employment and the terms of those offers. Effective as disclosed in of the Disclosure LetterClosing Date, there Seller will terminate the employment of the Seller Employees who accept Buyer’s or its Affiliate’s offer of employment. Those Seller Employees who accept Buyer’s or its Affiliate’s offer of employment as of the Closing Date shall be hereinafter referred to as “Transferring Employees”. All compensation, benefits and corresponding Taxes accrued up to the Closing Date with respect to Transferring Employees shall constitute an Excluded Liability; provided, that Buyer shall assume liability for any wages, accrued vacation, sick and personal Case 14-00279 Doc 478 Filed 08/15/14 Entered 08/15/14 16:29:05 Desc Main Document Page 25 of 111 692183/15/PHOENIX days to which the Transferring Employees are no accrued bonuses payable entitled as of the Closing Date solely to any officersthe extent required by the Sale Order, directorssubject to applicable statutory “caps”, employees or consultants and only to the extent that such amounts have not previously been paid by Sellers as of Caza the Closing Date pursuant to the Sale Order, the Bidding Procedures Order, or any other order of its subsidiariesthe Bankruptcy Court relating thereto (the “Assumed Employee Amounts”). Buyer and Seller shall agree on a schedule of the Assumed Employee Amounts, to be delivered at Closing. (c) The Disclosure Letter contains All Transferring Employees, other than those represented by the Union, shall be employees at will, subject to Buyer’s or its Affiliate’s employment policies. Nothing herein shall obligate Buyer or an Affiliate of Buyer to employ the Transferring Employees for any specific time period. Nothing in this Section 6.7 shall be construed to grant any employee any rights as a schedule containing a list of third-party beneficiary. Seller shall retain all executive officers of Caza liabilities with respect to any and such officers all Seller Employees who will resign their respective positions effective at the Effective Timeare not Transferring Employees. (d) Caza has disclosed Seller shall retain all liability with respect to any individual currently receiving health care under the Offeror in Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”), including those individuals receiving such benefits whose last employment with Seller or any of its predecessors or ERISA Affiliates was associated with the Disclosed Information Acquired Assets. To that end, Seller shall maintain a list of the position of each employee of Caza group health plan until such time that Seller and a summary of each such its ERISA Affiliates no longer retain any employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement Buyer will not assume any liability or responsibility for any benefit or other labour union contract obligations arising out of or under any Employee Benefit Plan to which any Transferring Employee, or any Seller Employee who is not a Transferring Employee, is or may be entitled to without regard to whether such obligation or responsibility arises under the terms of such Employee Benefit Plan or applicable Law. Seller shall retain all liability and responsibility for benefits, administration and compliance with the terms of any and all Employee Benefit Plans and applicable Laws with regard to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claimsall Employee Benefit Plans. (f) Caza is not aware At least five (5) business days prior to the Closing, Buyer shall, and shall cause Buyer’s designated management company (if any) to, execute an assumption agreement with the Union pursuant to Article 29(c) of the CBA, assuming the CBA as of the Closing. Effective as of the Closing, Buyer shall, and shall cause Buyer’s designated management company (if any) to, assume and continue in full force and effect the CBA, and Buyer shall have sole responsibility for all obligations and liabilities arising under the CBA on or at any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as time after the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of CazaClosing Date. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will At all times prior to the date hereof, Seller shall have provided Buyer with reasonable access, upon Buyer’s request, to the Key Employees and to all relevant compensation, benefits, and other employment-related information regarding the Key Employees (including, but not limited to, the information required to be any amounts payable by Caza provided pursuant to Section 3.12(a) of this Agreement) as Buyer determines is necessary in its sole discretion for Buyer or any one of its Affiliates to make an offer of employment to each Key Employee prior to the Closing. For the sake of clarity, each Key Employee shall be a Transferred Employee for purposes of this Agreement, subject to his or her acceptance of an offer of employment from Buyer or one of its Affiliates, and commencing employment with Buyer or its applicable Affiliate effective as of the Caza Subsidiaries to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of CazaClosing Date. (b) Except Furthermore, Seller and Buyer acknowledge and agree that Buyer or one of its Affiliates may, but under no circumstances are required to, make offers to employ any other Business Employee, or engage any Business Service Provider in connection with the transactions contemplated by this Agreement, which offers, if made, shall have been presented prior to, and provide for employment or engagement effective as disclosed in of, the Disclosure LetterClosing Date. Therefore, there are no accrued bonuses payable at all times prior to the date hereof, Seller shall have provided Buyer with reasonable access, upon Buyer’s request, to any officerssuch Business Employee and any Business Service Provider, directorsand to all relevant compensation, employees benefits, and other employment or consultants engagement-related information regarding such individuals (including, but not limited to, the information required to be provided pursuant to Section 3.12(a) of Caza this Agreement) as Buyer determines is necessary in its sole discretion, so that Buyer may consider whether to offer to employ or engage any such individual in connection with the transactions contemplated by this Agreement. To the extent that Buyer makes an offer of employment to any such Business Employee, or an offer of engagement to any such Business Service Provider, and such individual accepts, and commences employment with, or the provision of services to, Buyer or one of its subsidiariesAffiliates effective as of the Closing Date, such individual shall be a Transferred Employee or a Transferred Service Provider, as applicable, for purposes of this Agreement. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza Nothing in this Section 5.1, and such officers who will resign their respective positions effective at the Effective Time. nothing elsewhere in this Agreement, is intended to or shall (di) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31be treated as an amendment to, 2015or be construed as amending, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement Employee Benefit Plan or other labour union contract applicable benefit plan, program or agreement sponsored, maintained or contributed to any employees of Caza and no such agreement or contract hasby Seller, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involvingBuyer, or any pending petitions for recognition ofof their respective Affiliates, a labour union (ii) prevent Buyer or association as its Affiliates, on or after the exclusive bargaining agent forClosing Date, from terminating the employment or engagement of any Transferred Employee or Transferred Service Provider, or where the purpose is guarantee any Business Employee or Business Service Provider any right to organizecontinued employment by Seller, any group Buyer, or groups of its employees. There is not currently pending, with regard to any of its facilitiestheir respective Affiliates, or (iii) confer any proceedings before the applicable Governmental Authority wherein rights or remedies (including third-party beneficiary rights) on any labour organization is seeking representation current or former director, employee, consultant or independent contractor of any employees of Caza. (g) Caza is not aware of any strikesSeller, work stoppagesBuyer, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employeestheir respective Affiliates or any beneficiary or dependent thereof or any other Person.

Employment Matters. (a) There The CCBCC Parties have provided to the CCBU Parties a complete and accurate list of the following information as of the date of this Agreement for each CCBCC Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least thirty (30) days prior to the Closing, the CCBCC Parties will provide to the CCBU Parties the following information as of immediately prior to the Closing (to the extent that such information can be generated at least thirty (30) days prior to the Closing and as early prior to the Closing as reasonably practicable to the extent that such information cannot be generated at least thirty (30) days prior to the Closing) for each CCBCC Business Employee: service credit for purposes of vesting and eligibility to participate under any amounts payable by Caza CCBCC Employee Plan (including any vacation policy or any other paid time off policy of the Caza Subsidiaries CCBCC Parties). The parties agree and acknowledge that, due to its or their respective officersthe timing of the deliveries contemplated by the preceding sentence, directorsand as a result of ordinary course personnel turnover, employees or consultants for severance or termination pay upon termination certain individuals who are identified as CCBCC Business Employees in connection with the deliveries contemplated by the preceding sentence may not be CCBCC Business Employees at the Closing, and certain individuals who are not identified as CCBCC Business Employees in connection with the deliveries contemplated by the preceding sentence may be CCBCC Business Employees at the Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 4.13(a) be considered a breach of employment, or for retention or bonus payments, in each case, on a change any provision of control of Cazathis Agreement. (b) Except as disclosed in set forth on Section 4.13(b) of the CCBCC Disclosure LetterSchedule, (i) none of the CCBCC Business Employees is, or during the past two (2) years has been, represented by a Union that was either voluntarily recognized or certified by any labor relations board; (ii) none of the CCBCC Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the CCBCC Parties, there are no accrued bonuses payable currently filed petitions for representation with respect to any officers, directors, employees or consultants the formation of Caza or a collective bargaining unit involving any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza CCBCC Business Employees and no such agreement or contract haspetitions for representation have been filed or, to the knowledge Knowledge of Cazathe CCBCC Parties, been directly threatened in the past two (2) years; (iv) there is no unfair labor practice or indirectly requested labor arbitration proceeding brought by any employee or group on behalf of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employeesthe CCBCC Business Employees pending or, except as disclosed to the Knowledge of the CCBCC Parties, threatened against the CCBCC Parties and no such proceeding has been initiated or, to the Knowledge of the CCBCC Parties, threatened in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Cazapast two (2) years; and (v) no labor dispute, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involvingwalk out, strike, slowdown, hand billing, picketing, or any pending petitions for recognition ofwork stoppage involving the CCBCC Business Employees has occurred, a labour union or association as is in progress or, to the exclusive bargaining agent forKnowledge of the CCBCC Parties, or where has been threatened in the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Cazapast two (2) years. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not be Unless Parent directs the Company otherwise in writing no later than one business day prior to the Effective Time, the Company Board of Directors shall adopt resolutions terminating, effective at least one day prior to the Effective Time, any amounts payable by Caza or any Company Plan qualified under Section 401(a) of the Caza Subsidiaries Code and containing a Code Section 401(k) cash or deferred arrangement (each, a “401(k) Plan”). Prior to the Effective Time, the Company shall provide Parent with executed resolutions of its Board of Directors authorizing such termination, in a form reasonably approved by Parent. The Company shall also take such other reasonable actions in furtherance of the termination of each 401(k) Plan as Parent may reasonably require. (b) The parties acknowledge that the transactions contemplated under this Agreement shall not, by themselves, constitute a termination of employment of any employee of the Company. (c) If any Person who is a “disqualified individual” (within the meaning of Section 280G of the Code and the Department of Treasury regulations promulgated thereunder) with respect to the Company or Protonex LLC may receive any payment(s) or benefit(s) that could constitute parachute payments under Section 280G of the Code in connection with the transactions contemplated by this Agreement, then: (a) the Company shall obtain and deliver to Parent a Parachute Payment Waiver from each such “disqualified individual”; and (b) as soon as practicable following the delivery of the Parachute Payment Waivers (if any) to Parent, the Company shall prepare and distribute to its or their respective officers, directors, employees or consultants stockholders a disclosure statement describing all potential parachute payments and benefits that may be received by such disqualified individual(s) and shall submit such payments to its shareholders for severance or termination pay upon termination of employment, or for retention or bonus paymentsapproval, in each case, on in accordance with the requirements of Section 280G(b)(5)(B) of the Code and the Department of Treasury regulations promulgated thereunder, such that, if approved by the requisite majority of the stockholders, such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code (the foregoing actions, a change “280G Vote”). Prior to the Closing, if a 280G Vote is required, the Company shall deliver to Parent evidence reasonably satisfactory to Parent, (i) that a 280G Vote was solicited in conformance with Section 280G of control of Caza. (b) Except as disclosed in the Disclosure LetterCode, there are no accrued bonuses payable and the requisite stockholder approval was obtained with respect to any officerspayments and/or benefits that were subject to the Company stockholder vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained and as a consequence, directorspursuant to the Parachute Payment Waiver, employees such “parachute payments” shall not be made or consultants provided. The form of Caza or the Parachute Payment Waiver, the disclosure statement, any of its subsidiaries. other materials to be submitted to the Company’s shareholders in connection with the Section 280G Approval and the calculations related to the foregoing (cthe “Section 280G Soliciting Materials”) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza shall be subject to advance review and such officers who will resign their respective positions effective at the Effective Timeapproval by Parent, which approval shall not be unreasonably withheld. (d) Caza has disclosed Nothing in this Agreement shall, or shall be construed so as to (a) prevent or restrict in any way the Offeror in the Disclosed Information a list right of Parent to terminate, reassign, promote or demote any employee, independent contractor, manager or other service provider of the position Company (or to cause any of each employee the foregoing actions) at any time, or to change (or cause the change of) the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment employment or service of any extraordinary compensation that has not been disclosed to such service providers; (b) create any third-party rights in any such current or former service provider of the Offeror in the Disclosed Information. Company (eor any beneficiaries or dependents thereof); (c) There exists no collective bargaining agreement constitute an amendment or other labour union contract applicable to modification of any employees of Caza and no such agreement Plan, or contract has, to the knowledge of Caza, been directly (d) obligate Parent or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received Affiliates to adopt or maintain any written notification of Plan or other compensatory or benefits arrangement at any unfair labour practice charges time or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges prevent Parent or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, Affiliates from modifying or terminating any proceedings before the applicable Governmental Authority wherein Plan or any labour organization is seeking representation of other compensatory or benefits arrangement at any employees of Cazatime. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. Seller shall establish its own group health insurance benefit plan, effective as of the Closing Date, under which all eligible employees (aand their eligible dependents) There will of Seller and its Affiliates (other than the Acquired Companies) shall participate as of the Closing Date. Buyer shall cooperate with Seller in Seller's efforts to obtain such group health insurance coverage. In the event that Seller cannot obtain such coverage as of the Closing Date, then Buyer shall permit those participants in the PromptCare health insurance benefit plan who are employees of Seller or an Affiliate thereof (other than an Acquired Company), and the eligible dependents of such employees, to continue to be covered under the PromptCare health insurance benefit plan until such time as the Seller obtains group health insurance coverage for such employees and dependents (but not more than 18 months), subject to any insurance carrier consent which may be required under the PromptCare group health insurance policy, and provided that Seller shall reimburse Buyer, promptly upon Buyer's request, for the cost of the continued coverage under the PromptCare group health insurance policy of all employees (other than employees of the Acquired Companies) and their eligible dependents, and shall indemnify Buyer and the Acquired Companies from and against any liability relating to such continued coverage (which indemnity shall not be subject to any amounts payable by Caza basket, deductible or any limitation as provided in Section 10.4 above). Except to the extent provided pursuant to the preceding sentence, all employees of Seller and its Affiliates (other than the Acquired Companies), and the dependents of such employees, shall cease participation in the PromptCare group health insurance plan as of the Caza Subsidiaries Closing Date. Seller and Buyer shall cooperate to its or their respective officers, directors, provide for a spin-off of that portion of Seller's 401(k) plan which holds the accounts of current employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Caza. (b) Except as disclosed in the Disclosure Letter, there are no accrued bonuses payable to any officers, directors, employees or consultants of Caza or any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza Acquired Companies, and a summary plan-to-plan transfer of each such employees’ salary. Since December 31, 2015, Caza has not authorized accounts to a 401(k) plan established by Buyer as of the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed InformationClosing Date or as soon as practicable thereafter. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. 8.9.1 Navistar Defense shall offer employment commencing on the “Term End Date” (as such term is defined in the Employee Leasing Agreement) (the “Hire Date”) to all Business Employees who remain employed by Navistar as of immediately prior to the Hire Date (such Business Employees who accept and actually commence employment with Navistar Defense, the “Transferred Employees”), including those on vacation, military leave or leave of absence (whether paid or unpaid). Notwithstanding anything in this Section 8.9 to the contrary, each Transferred Employee who is not actively at work and is receiving or eligible to receive long-term disability benefits under a Plan as of the Hire Date shall remain (as applicable) an employee of Navistar or one of its Affiliates (other than a Subject Company) until the employee presents himself or herself to Navistar Defense for active employment within one hundred eighty (180) days following the Hire Date. To the extent permitted by applicable Law, following the Hire Date, Navistar will transfer to the Company the personnel files and other employment-related records of the Transferred Employees who accept employment with Navistar Defense pursuant to the preceding sentence; provided, however, that Navistar may retain copies of such personnel files and other employment-related records. 8.9.2 Beginning on the Hire Date and ending twelve (12) months thereafter, the Company shall provide (or shall cause another Subject Company to provide) to each Transferred Employee, and beginning on the Closing Date and ending twelve (12) months thereafter, the Company shall provide (or shall cause another Subject Company to provide) to each employee who remains employed by a Subject Company immediately following the Closing (together with the Transferred Employees, the “Continuing Employees”) with base salary and bonus opportunity that is no less favorable in the aggregate than each such Continuing Employee’s base salary and bonus opportunity immediately prior to the Closing Date. 8.9.3 Except as otherwise required by applicable Law or the terms of the Employee Leasing Agreement, effective on the Hire Date, (a) There will not be any amounts payable the Subject Companies shall cease to participate in the Plans (other than the Assumed Plans that are sponsored by Caza or any of the Caza Subsidiaries to its or their respective officersSubject Companies), directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Caza. and (b) the Continuing Employees shall cease to be active participants in or accrue further benefits under the Plans (other than the Assumed Plans that are sponsored by the Subject Companies). Notwithstanding anything to the contrary in this Agreement, beginning on the Hire Date and ending twelve (12) months thereafter, (i) the Company shall maintain (or shall cause another Subject Company to maintain) a severance pay program for the benefit of each Continuing Employee that is no less favorable to the severance pay program in effect immediately prior to the Closing with respect to such Continuing Employee and (ii) the Company shall offer (or shall cause another Subject Company to offer) other material employee benefits, including, without limitation, health and welfare, retirement and vacation and paid time off benefits (but specifically excluding defined benefit plan benefits, retiree health or other welfare benefits, long-term incentive compensation and equity based compensation) to each Business Employee that are substantially similar in the aggregate to the employee benefits (excluding defined benefit plan benefits, retiree health or other welfare benefits, long-term incentive compensation and equity based compensation) provided to such Business Employee under the Plans as of the Closing Date. The Subject Companies shall recognize all service of the Continuing Employees with Navistar and its Affiliates for purposes of eligibility and vesting and level of benefits for vacation and paid time off and severance under any benefit plans maintained by the Subject Companies during the twelve months following the Hire Date (other than any defined benefit pension plan or any equity or equity-based plan or arrangement) (the “New Company Plans”) to the same extent and for the same purpose that such service was recognized under similar Plans immediately prior to the Hire Date, provided that no such service will be credited to the extent it results in a duplication of benefits or compensation for the same period of service; provided, further, that after the Closing, except to the extent such amounts are paid or reimbursed by the Subject Companies pursuant to the Employee Leasing Agreement, the Subject Companies shall pay or cause to be paid (which requirement shall not be a requirement to pay or cause to be paid earlier than the date or dates on which such annual incentive compensation is paid to employees in the ordinary course of business consistent with past practice) annual incentive compensation in respect of the 2018 fiscal year in accordance with such plan or policy as in effect as of immediately prior to Closing. 8.9.4 With respect to any New Company Plan that is a group health plan in which Continuing Employees are eligible to participate immediately following the termination of the Continuing Employees’ coverage under the corresponding Plan that is group health plan, the Company shall, or shall cause its Affiliates to, use commercially reasonable efforts to (a) cause to be waived any pre-existing condition limitations or actively-at-work requirements to the same extent such requirements were satisfied or not applicable under the corresponding Plan during such Plan year, and (b) give effect, in determining any deductible and maximum out-of-pocket limitations under the New Company Plan, to claims incurred and amounts paid by, and amounts reimbursed to, any Continuing Employee under the corresponding Plan during such Plan year. 8.9.5 Except as disclosed specifically set forth in the Disclosure LetterEmployee Leasing Agreement or as set forth on Schedule 8.9.5, there are no accrued bonuses payable to Navistar and its Affiliates (other than the Subject Companies) shall retain the sponsorship of and shall be solely responsible for all Liabilities at any officers, directors, employees or consultants of Caza or any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by time arising under or with respect to the Plans (other than the Assumed Plans) and any other benefit or compensation plan, program, policy, scheme, Contract, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by Navistar, any of its employeesAffiliates or any ERISA Affiliate or with respect to which Navistar, any of its Affiliates or any ERISA Affiliate has any Liability. To the extent allowed under applicable Law, Navistar shall, or shall cause its applicable Affiliate to, have taken all actions necessary to fully vest, as of the Hire Date, each Continuing Employee in his or her benefits under the Plans that are defined contribution plans intended to be qualified under Section 401(a) of the Code. 8.9.6 Navistar shall make such payments with respect to the portion of such equity or equity-based awards (including options, restricted equity, equity appreciation rights or similar equity-based awards) held by such Transferred Employee as of the Hire Date in such amounts and at such times consistent with the historical practice of Navistar in its discretion (provided, that no additional equity or equity-based awards shall be granted for the 2019 fiscal year).

Employment Matters. (a) There will not The Buyer may, but is under no obligation to, offer employment to those Business Employees listed on Schedule 5.7(a) attached hereto, on such terms and conditions as are determined by the Buyer in its sole discretion. Each such Business Employee who accepts such offer of employment, as well as each of the Designated Employees, shall be referred to herein as a “Transferred Employee” and collectively as the “Transferred Employees.” Effective as of the Closing Date, each Transferred Employee’s employment with the Seller, and any amounts payable of its Affiliates (whether directly or through a third-party employment agency) shall terminate. The Seller consents to the hiring of the Transferred Employees by Caza the Buyer or any of the Caza Subsidiaries to its Affiliates and waives in perpetuity any of its claims or their respective officersrights under any non-competition, directorsconfidentiality, employees or consultants for severance or termination pay upon termination of non-solicitation, employment, assignment of inventions or similar Contract to which any Transferred Employee is a party (other than such rights that are assigned to the Buyer pursuant to this Agreement). All Transferred Employees shall be employees at-will of the Buyer, subject to the Buyer’s employment policies, and nothing herein shall obligate the Buyer to employ any Transferred Employee for retention or bonus payments, in each case, on any specific time period. Nothing herein shall be construed to grant any employee any rights as a change of control of Cazathird party beneficiary. (b) Except As promptly as disclosed practicable, but in no event later than such date as is required by Law, the Disclosure LetterSeller shall (i) pay or cause to be paid to each Transferred Employee all wages and other compensation earned through the Closing Date, there are no accrued bonuses payable (ii) reimburse each Transferred Employee for all reimbursable expenses incurred by him or her through the Closing Date, (iii) make or cause to be made all required contributions to any officersEmployee Benefit Plans with respect to each Transferred Employee, directors(iv) pay Transferred Employee for all accrued vacation and sick pay, employees and (v) make or consultants of Caza or cause to be made all other payments as may be owed to any of its subsidiariesTransferred Employee; except for those employee-related Working Capital Liabilities which are to be assumed by the Buyer (the “Assumed Pre-existing Employee Obligations”), which are listed on Schedule 5.7(b). (c) The Disclosure Letter contains Neither the Buyer nor Parent shall have any Liability with respect to any current or former Business Employee of the Seller or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with the Seller or any of its Affiliates or the termination of such Business Employee’s employment or engagement with the Seller . Without limiting the generality of the foregoing, from and after the Closing Date, the Seller shall retain Liability and remain responsible for any and all Liabilities in respect of the Business Employees and their beneficiaries and dependents, relating to or arising in connection with or as a schedule containing a list result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by the Seller (including in connection with the consummation of the transactions contemplated by this Agreement), (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan or other employee or retiree benefit or compensation plan, program, practice, policy, agreement or arrangement of the Seller, or any ERISA Affiliate and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay (except as set forth above) or other compensation or payroll items (including deferred compensation) relating to such individual’s employment by or engagement with the Seller, or an Affiliate thereof. Further, the Seller shall remain responsible for the payment of any and all executive officers retention, change in control, severance or other similar compensation or benefits which are or may become payable in connection with the consummation of Caza and such officers who will resign their respective positions effective at the Effective Timetransactions contemplated by this Agreement. (d) Caza has disclosed The Seller shall be responsible for timely compliance with all federal, state and local Laws with respect to the Offeror in the Disclosed Information a list effect to any of its employees of the position transactions contemplated by this Agreement or by any Related Agreement including, without limitation, WARN. The Seller agrees that it will not take any action which causes the notice provisions of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of WARN or any extraordinary compensation that has not been disclosed state or local analog to WARN to be applicable to the Offeror transactions contemplated by this Agreement or by any Related Agreement. The Seller and its ERISA Affiliates shall, to the extent required by Law, provide COBRA Coverage to all “M&A qualified beneficiaries” associated with the transactions contemplated by this Agreement in accordance with Treasury Regulation § 54.4980B-9 and any Business Employees who have a “qualifying event” under Section 4980B of the Disclosed InformationCode prior to the Closing Date or in connection with the transactions contemplated by this Agreement. (e) There exists no collective bargaining agreement or other labour union contract applicable It is expressly agreed that the provisions of this Section 5.7 are not intended to any employees of Caza and no such agreement or contract has, to be for the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involvingbenefit of, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organizeotherwise enforceable by, any group or groups of its employees. There is not currently pendingthird party, with regard to including any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of CazaBusiness Employee. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not be any amounts payable by Caza or any of the Caza Subsidiaries to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination Klondex shall make offers of employment, effective at the Closing Time, to each of [redacted for proprietary reasons], which offers of employment shall be made no later than ten days prior to the Closing Date. [redacted for proprietary reasons] shall each have the option to accept or for retention or bonus payments, in each case, on a change reject their respective offer of control of Cazaemployment up to five days prior to the Closing Date. (b) Except As a condition of closing, prior the Closing Date, Shoreline shall have: (i) Terminated, effective prior to the Closing Date, the employment of all its employees other than any employee who tenders his or her resignation effective prior to the Closing Date (each such resigning employee being a "Resigning Employee") and all such terminated Shoreline employees are hereinafter referred to as disclosed "Terminated Employees"; (ii) provided all notice or pay in lieu of notice to all Terminated Employees as is required under all applicable employment agreements with such Terminated Employees and as otherwise required by law; and (iii) paid to all employees of Shoreline all accrued vacation pay, statutory holiday pay, wages, salaries, termination payments (subject to subsection 4.8(c) below), and all other benefits and entitlements accrued up to the Disclosure LetterClosing Date under the applicable employment agreement with each such employee and as otherwise required by law, there are no accrued bonuses payable and Shoreline shall and does hereby indemnify and hold Klondex harmless for all liabilities, obligations and amounts arising from matters during the period commencing on June 23, 2015 and ending on the Closing Date, or in connection with the transactions herein set forth, that may be or become owing by Shoreline, to any officersor all employees of Shoreline including without limitation, directorsall Resigning Employees, employees or consultants of Caza or any of its subsidiariesTerminated Employees, and subject to subsection 4.8(c) hereof, [redacted for proprietary reasons]. (c) The Disclosure Letter contains a schedule containing a list Notwithstanding whether or not [redacted for proprietary reasons] accepts employment with Klondex pursuant to the offers made in accordance with subsection 4.8(a), Shoreline shall terminate both of their employment contracts effective the Closing Date, however in the event that: (i) [redacted for proprietary reasons] accepts his offer of employment with Klondex, Klondex hereby covenants and agrees with Shoreline that Klondex, in satisfaction of Shoreline's obligation under [redacted for proprietary reasons] existing employment contract with Shoreline, shall, on closing, pay directly to [redacted for proprietary reasons] the termination payment set out in such employment contract in the amount of [redacted for proprietary reasons]; and (ii) [redacted for proprietary reasons] accepts his offer of employment with Klondex, Klondex hereby covenants and agrees with Shoreline that Klondex, in satisfaction of Shoreline's obligation under [redacted for proprietary reasons] existing employment contract with Shoreline, shall on closing, pay directly to [redacted for proprietary reasons] the termination payment set out in such employment contract in the amount of [redacted for proprietary reasons]; in each case, with such payment being less all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Timerequired deductions. (d) Caza has disclosed In the event that [redacted for proprietary reasons] does not accept the offer of employment made by Klondex made pursuant to subsection 4.8(a) hereof, then Klondex shall have no responsibility whatsoever for such non-accepting party's termination payment or any other obligation of Shoreline under the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each applicable employment agreement with such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Informationparty or as otherwise required by law. (e) There exists no collective bargaining agreement or other labour union contract applicable If [redacted for proprietary reasons] accepts the offer of employment by Klondex made pursuant to any employees subsection 4.8(a) hereof, Klondex shall recognize such accepting party's length of Caza service with Shoreline and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claimsSan Gold. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not After the Effective Time, the Surviving Corporation shall either (i) continue the existing Employee Plans of the Company and the Company Subsidiaries as disclosed on Schedule 4.15(a), or (ii) provide substitutes for some or all of such Employee Plans that provide compensation or benefits to employees of the Company and the Company Subsidiaries that are no less favorable in the aggregate to such employees than the replaced Employee Plans until December 31, 2007; provided, however, that in no event shall the Surviving Corporation be any amounts payable by Caza obligated to continue, provide or otherwise take into account Employee Plans that relate to stock options, restricted stock, stock rights or any other equity-based arrangements; and provided further that nothing herein shall be construed to mean that the Surviving Corporation cannot amend or terminate any particular Employee Plan or Plans so long as the aggregate benefits to such employees under the remaining Employee Plans and all substituted plans are no less favorable to such employees than the existing Employee Plans until such date. For purposes of any such benefit plans, (A) Parent and the Surviving Corporation shall grant all employees of the Caza Company credit for purposes of eligibility and vesting for all service with the Company and the Company Subsidiaries prior to its the Effective Time for which such service was recognized by the Company; (B) any limitations on pre-existing conditions shall be waived (but only to the extent such conditions were covered prior to the Effective Time unless required by Law); and (C) expenses incurred with respect to the plan year in which the Closing occurs on or their respective officersbefore the Effective Time shall be taken into account for purposes of establishing satisfaction of any applicable deductible, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Caza. (b) Except as disclosed in coinsurance and maximum out-of-pocket provisions to the Disclosure Letter, there are no accrued bonuses payable same extent taken into account prior to any officers, directors, employees or consultants of Caza or any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (b) From and after the Effective Time, the Surviving Corporation shall honor (i) the Transaction Bonus Agreements; and (ii) the Company’s severance plan and severance agreements which are disclosed on Schedule 4.15(a), in each case, in accordance with the terms thereof. (c) Nothing in this Agreement shall be construed as granting any Person any rights of continuing employment, other than as provided by contract. (d) Caza has disclosed to Parent’s current intention is that the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed InformationCompany’s headquarters will remain at its current location. (e) There exists no collective bargaining agreement or other labour union contract applicable As soon as reasonably practicable following the date hereof, the Company shall provide to any the employees of Caza and no such agreement the Company or contract has, Company Subsidiaries party to the knowledge of CazaTransaction Bonus Agreements an amendment thereto providing that the payout amounts will be payable in connection with the Merger whether the Closing is before or after December 31, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims2006. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There The Seller and MSI shall cooperate with, and use their respective best efforts to assist, the Purchaser in its efforts to employ those persons currently employed by the Seller and involved in the Wafer Operation, except those persons listed on Schedule 7.11 (the "Restricted Personnel"). The ------------- -------------------- Seller will not be provide the Purchaser the opportunity to identify and interview these individuals within a reasonably sufficient period of time before the Closing for the Purchaser to complete all of these interviews. While the Purchaser has no obligation to employ any amounts payable by Caza or any such individuals, the Purchaser's current intention is to offer employment, on at-will basis, to approximately 35 of these individuals (the "Purchaser Recruits"). The Seller shall use its best ------------------ efforts to assist the Purchaser in employing the Purchaser Recruits and the Seller shall terminate, effective as of the Caza Subsidiaries Closing Date, all employment agreements or arrangements it has with any Purchaser Recruit that accepts Purchaser's offer to its or be employed by the Purchaser as of the Closing Date (the "Purchaser Hires"). The Purchaser will require those Purchaser Recruits who -------------- accept the offer of employment to enter into the Purchaser's standard employee confidentiality and intellectual property agreements as a condition of their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Caza. (b) Except as disclosed Without limiting the definition of the Excluded Liabilities, the Purchaser does not assume and accepts no liability or obligation of the Seller resulting from any collective bargaining agreement, contract of employment, severance arrangement, employee handbook, precedent, past practice, or other method which in the Disclosure Letterpast established terms and conditions of employment between the Seller, there its predecessors and their employees. The Seller agrees to pay or otherwise perform all liabilities or obligations arising before the Closing Date with respect to both the Restricted Personnel and the Purchaser Recruits who are no accrued bonuses payable to any officers, directors, employees or consultants of Caza or any of its subsidiarieshired by the Purchaser. (c) The Disclosure Letter contains Until the second anniversary of the Closing Date, the Seller, MSI and any Affiliate of MSI, will not directly or indirectly: (i) solicit any employee of Purchaser to terminate such employee's employment relationship with the Purchaser or (ii) solicit any such employee to enter into any employment relationship with the Seller. Nothing in this Section 7.11(c) shall prohibit --------------- the Seller, MSI or any Affiliate of MSI, from employing any person who has not been employed by the Purchaser for a schedule containing a list period of all executive officers 90 days, provided that the Seller, MSI and any Affiliate of Caza MSI have complied with Section 7.11(c)(i) and such officers who will resign their respective positions effective at the Effective Time.---------------------- (ii). ---- (d) Caza has disclosed to Until the Offeror in the Disclosed Information a list second anniversary of the position Closing Date, the Purchaser, Elmos and any Affiliate of each Elmos, will not directly or indirectly: (i) solicit any employee of Caza and a summary the Seller or MSI to terminate such employee's employment relationship with the Seller or MSI or (ii) solicit any such employee to enter into any employment relationship with the Purchaser, Elmos or any Affiliate of each such employees’ salaryElmos. Since December 31Nothing in this Section 7.11(d) shall prohibit the ---------------- Purchaser, 2015Elmos or any Affiliate of Elmos, Caza has not authorized the payment of from employing any extraordinary compensation that person who has not been disclosed employed by the Seller, MSI or any Affiliate of MSI for a period of 90 days, provided that the Purchaser, Elmos and any Affiliate of Elmos have complied with Section 7.11(d)(i) and (ii). The restrictions of this provision --------------------------- will not apply to the Offeror in Purchaser's efforts to identify and hire the Disclosed InformationPurchaser Recruits. (e) There exists no collective bargaining agreement The term "solicit" as used in Sections 7.11(c) and (d) above ------------------------ shall not be deemed to include generalized searches for employees through media advertisements, employment firms or other labour union contract applicable to any employees of Caza and no such agreement or contract hasotherwise that are not focused on Persons employed by Purchaser, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification case of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involvingSection 7.11(c), or the Seller, MSI or any pending petitions for recognition of--------------- Affiliate of MSI, a labour union or association as in the exclusive bargaining agent for, or where the purpose is to organize, any group or groups case of its employeesSection 7.11(d). There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.The restrictions in Sections --------------- -------- 7.11

Employment Matters. (a) There will not Except as provided otherwise in a written agreement, including, without limitation, the Burgess Employment Agreement, Buyer shall be under no obligation to exxxxx xr continue to employ any amounts payable by Caza or individual for any period. In addition to Susan Burgess, it is understood and agreed among the parties that Buyxx xxxx xxxxx employment effective as of the Caza Subsidiaries close of business on the Closing Date to only those other employees of Seller set forth on Schedule 6.9(a) (the "Employees") in connection with the purchase of the Acquired Assets, subject to the satisfaction of the conditions set forth in Buyer's offer letters, including without limitation, Buyer's completion of background checks and other pre-employment procedures with respect to such employees and such employees' execution of the relevant documents relative to such employees' respective positions with Buyer. Buyer's employment of the Employees shall be on an "at-will" basis and on such other terms and conditions of employment as Buyer shall offer in its or their respective officers, directors, employees or consultants for severance or termination pay upon termination sole discretion. Those Employees who accept Buyer's offer of employment, or for retention or bonus payments, in each case, on a change of control of Cazaemployment and who commence working with Buyer shall be referred to hereinafter as the "Transferred Employees." (b) Except as disclosed in With respect to each Transferred Employee, Seller hereby waives and releases each such individual from any and all contractual, common law or other restrictions enforceable by Seller on the Disclosure Letteremployment, there are no accrued bonuses payable activities or other conduct of such individuals after their termination of employment with Seller (other than the obligation not to any officers, directors, employees or consultants disclose confidential information of Caza or any of Seller and its subsidiariesAffiliates). (c) The Disclosure Letter contains Except as set forth on Schedule 1.7(iii), and in Section 7.2, Seller shall be solely responsible for any and all liabilities in respect of employees and other personnel of the Business, including the Transferred Employees, and their beneficiaries and dependents, relating to or arising out of or in connection with (i) the employment or the actual or constructive termination of employment of any employee of the Business by Seller (including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement), (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation under, any Plan or Plans and (iii) accrued but unpaid salaries, wages, bonuses, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation). Seller shall be solely responsible for meeting and Buyer shall have no liability in respect of any obligations under Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code in respect of each of Seller's employees who incur a schedule containing "qualifying event" on or before the Closing Date or as a list result of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Timetransactions contemplated hereby. (d) Caza has disclosed Except as set forth on Schedule 1.7(iii), and in Section 7.2, all retirement, severance, deferred compensation, incentive, stock option, vacation, bonus, unemployment, partnership or other payments, distributions or benefits payable to or accrued in favor of directors, officers, employees, independent contractors, agents, representatives or other personnel of Seller on or prior to the Offeror Closing Date, whether or not pursuant to any Plans and whether or not such directors, officers, employees, independent contractors, agents, representatives or other personnel become employees, personnel, partners or principals of Buyer, shall be Excluded Liabilities and remain the sole obligations of Seller. Except as set forth on Schedule 1.7(iii), and in Section 7.2, Buyer shall have no obligation to pay any retirement, severance, deferred compensation, incentive, stock option, vacation, bonus, unemployment, partnership or other payments, distributions or benefits that the Disclosed Information Employees or any other Person may have accrued up to and including the Closing Date as a list director, officer, employee, independent contractor, agent, representative or other personnel of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed InformationSeller or otherwise. (e) There exists no collective bargaining agreement or other labour union contract applicable Seller agrees to any employees cause Administaff Companies II, L.P. to provide coverage to qualified beneficiaries who are already receiving health and/or dental coverage on the Closing Date under Section 4980B of Caza and no such agreement or contract has, the Code (hereinafter "COBRA") to the knowledge of Cazaextent required under COBRA. Seller agrees to cause Administaff Companies II, been directly L.P. to offer health and/or dental coverage to the extent required under COBRA to individuals whose qualifying event occurs before or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except on the Closing Date. Buyer agrees to offer health and/or dental coverage as disclosed in required under COBRA to Transferred Employees whose qualifying event occurs after the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claimsClosing Date to the extent required under COBRA. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not Buyer may, but is under no obligation to, offer employment to those Business Employees listed on Schedule 5.7 attached hereto, on such terms and conditions as are determined by Buyer in its sole discretion. Each such Business Employee who accepts such offer of employment, as well as each of the Designated Employees, shall be referred to herein as a “Transferred Employee” and collectively as the “Transferred Employees.” Effective as of the Closing Date, each Transferred Employee’s employment with the Seller, the Parent and any amounts payable of their respective Affiliates (whether directly or through a third-party employment agency) shall terminate. The Seller and the Parent consent to the hiring of the Transferred Employees by Caza Buyer or any of the Caza Subsidiaries to its or Affiliates and waive in perpetuity any of their respective officersclaims or rights under any non-competition, directorsconfidentiality, employees or consultants for severance or termination pay upon termination of non-solicitation, employment, assignment of inventions or similar Contract to which any Transferred Employee is a party (other than such rights that are assigned to Buyer pursuant to this Agreement). All Transferred Employees shall be employees at-will of Buyer, subject to Buyer’s employment policies, and nothing herein shall obligate Buyer to employ any Transferred Employee for retention or bonus payments, in each case, on any specific time period. Nothing herein shall be construed to grant any employee any rights as a change of control of Cazathird party beneficiary. (b) Except as disclosed in With respect to each Transferred Employee, to the Disclosure Letterextent permitted by Law and the applicable employee benefit plans of Buyer, there are no accrued bonuses payable to any officers, directors, employees Buyer shall take into account the period of continuous employment with the Seller or consultants of Caza the Parent (or any of its subsidiariestheir respective predecessors-in-interest) solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer which the Transferred Employees may be covered under as of the Closing Date, (ii) for purposes of applying the eligibility requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyer’s 401(k) savings, health and welfare and disability benefit plans and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyer’s vacation policies as same may exist from time to time. (c) The Disclosure Letter contains a schedule containing a list As promptly as practicable, but in no event later than such date as is required by Law, the Seller and the Parent, jointly and severally, shall (i) pay or cause to be paid to each Transferred Employee all wages and other compensation earned through the Closing Date, (ii) reimburse each Transferred Employee for all reimbursable expenses incurred by him or her through the Closing Date, (iii) make or cause to be made all required contributions to any Employee Benefit Plans with respect to each Transferred Employee and (iv) make or cause to be made all other payments as may be owed to any Transferred Employee other than as set forth below. Notwithstanding the foregoing, Buyer shall assume the liability for all accrued but unpaid vacation pay and sick pay for the Transferred Employees to the extent such accrued vacation pay and sick pay are reflected in the calculation of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective TimeFinal Working Capital. (d) Caza has disclosed Buyer shall not have any Liability with respect to the Offeror in the Disclosed Information a list any current or former Business Employee of the position Seller, the Parent or any of each their respective Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with the Seller, the Parent or any of their respective Affiliates or the termination of such Business Employee’s employment or engagement with the Seller or the Parent. Without limiting the generality of the foregoing, from and after the Closing Date, the Seller and the Parent shall retain Liability and remain responsible for any and all Liabilities in respect of the Business Employees and their beneficiaries and dependents, relating to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by the Seller and/or the Parent (including in connection with the consummation of the transactions contemplated by this Agreement), (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan or other employee or retiree benefit or compensation plan, program, practice, policy, agreement or arrangement of Caza the Seller, the Parent or any ERISA Affiliate and a summary of each (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay (except as set forth above) or other compensation or payroll items (including deferred compensation) relating to such employees’ salaryindividual’s employment by or engagement with the Seller, the Parent or an Affiliate thereof. Since December 31Further, 2015, Caza has not authorized the Seller and the Parent shall remain responsible for the payment of any extraordinary and all retention, change in control, severance or other similar compensation that has not been disclosed to or benefits which are or may become payable in connection with the Offeror in consummation of the Disclosed Informationtransactions contemplated by this Agreement. (e) There exists no collective bargaining agreement The Seller and the Parent shall be responsible for timely compliance with all federal, state and local Laws with respect to the effect to any of its employees of the transactions contemplated by this Agreement or other labour union contract by any Related Agreement including, without limitation, WARN. The Seller agrees that it will not take any action which causes the notice provisions of WARN or any state or local analog to WARN to be applicable to the transactions contemplated by this Agreement or by any employees of Caza Related Agreement. The Seller, the Parent and no such agreement or contract hastheir respective ERISA Affiliates shall, to the knowledge extent required by Law, provide COBRA Coverage to all “M&A qualified beneficiaries” associated with the transactions contemplated by this Agreement in accordance with Treasury Regulation § 54.4980B-9 and any Business Employees who have a “qualifying event” under Section 4980B of Caza, been directly the Code prior to the Closing Date or indirectly requested in connection with the transactions contemplated by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claimsthis Agreement. (f) Caza It is expressly agreed that the provisions of this Section 5.7 are not aware of any currently pending union organizing activities or proceedings involvingintended to be for the benefit of, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organizeotherwise enforceable by, any group or groups of its employees. There is not currently pendingthird party, with regard to including any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of CazaBusiness Employee. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not be any amounts payable by Caza or any Section 4.17(a) of the Caza Subsidiaries to its Disclosure Schedules lists all Employees by name, position, full-time or their respective officerspart-time status, directorsdate of hire, employees seniority or consultants for severance or termination pay upon termination service credit date if different from initial date of hire, location of employment, exempt or non-exempt status, employment status (whether active or on leave of absence), weekly or hourly rate, bonuses, commissions, or other compensation, benefits, and accrued but unused vacation, sick or other paid leave and the rate at which such vacation, sick or other paid leave is accrued, and whether such Employee is employed on terms other than “at will.” Section 4.17(a) of the Disclosure Schedules also lists Independent Contractors who have provided consulting services to the Business for retention six (6) months or bonus paymentsmore by name and the terms on which each such Independent Contractor is engaged. Except as set out in Section 4.17(a) of the Disclosure Schedules, no Employee is on long-term disability leave or otherwise an inactive Employee. Except as specified in each caseSection 4.17(a) of the Disclosure Schedules, on a change of control of Cazaall Employees are employees “at will” and their employment may be terminated at any time for any or no reason, subject to applicable law. (b) Except as disclosed in the Disclosure LetterNo Employees are represented by any labor organization, union, or a party to any labor, collective bargaining or similar agreement. No labor organization, union, or group of Employees has made a pending demand for recognition, and, to Sellers’ Knowledge, there are no accrued bonuses payable organizational campaigns, representation Legal Proceedings, petitions or other unionization activities seeking recognition of a collective bargaining unit or seeking a representation Legal Proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. To Sellers’ Knowledge, there is no organizing activity involving the Employees pending or threatened by any officers, directors, employees labor organization or consultants of Caza or any of its subsidiariesEmployee. (c) The No Lawn and Garden Entity has paid nor will be required to pay any bonus, fee, distribution, remuneration or other compensation to any Person (other than salaries, wages or bonuses paid or payable in the Ordinary Course of Business in accordance with current compensation levels and practices as set out Section 4.17(a) of the Disclosure Letter contains Schedules) as a schedule containing a list result of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Timetransactions contemplated by this Agreement. (d) Caza To Sellers’ Knowledge, each Independent Contractor has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Informationproperly characterized as such. (e) There exists no collective bargaining agreement During the three (3) years prior to the Original Agreement Date, there have not been and there are not, as of the Original Agreement Date, any (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances, unfair labor practice charges, grievances, complaints, or other labour union contract applicable to any employees of Caza and no such agreement or contract haslabor disputes pending or, to the knowledge of CazaSellers’ Knowledge, been directly threatened against or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, Lawn and Caza is not aware of any such threatened charges or claimsGarden Entity. (f) Caza is not aware To Sellers’ Knowledge, there are no complaints, charges or claims against any Lawn and Garden Entity pending or threatened that could be brought or filed, with any Governmental Authority based on, arising out of, in connection with or otherwise relating to the employment, termination of any currently pending union organizing activities or proceedings involvingemployment of, failure to employ, or any pending petitions other employment action taken in relation to any individual. The Lawn and Garden Entities are in compliance with all Laws relating to the employment of labor or employment practices and have been in material compliance with all such Laws for recognition ofthe five (5) years prior to the Original Agreement Date, a labour union including all such Laws relating to eligibility to legally be employed, immigration, wages, overtime, hours, break periods, seating, WARN Act and any similar federal, state or association local “mass layoff” or “plant closing” Law, collective bargaining, unfair labor practices, discrimination, retaliation, pay equity, employment equity, civil rights, safety, health, terms and conditions of employment, workers’ compensation or the collection and payment of withholding and/or social security taxes and any similar tax except for immaterial non-compliance. Except as set forth in Section 4.17(f) of the exclusive bargaining agent forDisclosure Schedules, there has been no “mass layoff” or “plant closing” (as defined by WARN Act), “mass termination” (as defined under applicable employment standards legislation), or where the purpose is reduction of employees’ hours by more than fifty percent (50%) (sufficient to organize, any group or groups of its employees. There is not currently pending, trigger WARN Act) with regard respect to any of its facilities, any proceedings before Lawn and Garden Entity within the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Cazaeight (8) years prior to the Closing Date. (g) Caza is not aware Each Lawn and Garden Entity has paid or accrued on the Financial Statements all salaries, wages, including vacation, bonuses, incentives, overtime, break times, differentials, etc. owed to its Employees and, to the extent still owed, any Person formerly employed by any Lawn and Garden Entity as of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employeesthe Closing Date.

Employment Matters. (a) There will not be any amounts payable All individuals employed by Caza Sellers or any one of their affiliates who are currently assigned to perform work on the Assets affected by this Agreement are designated by Sellers on the Employee Schedule (as hereinafter defined) as "Field Employees". Buyer agrees to cause a member of the Caza Subsidiaries controlled group under IRC Section 1563(c)(2)(A) of which Buyer is a member (the "Buyer Controlled Group") to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination make offers of employmentemployment as of thirty (30) days after the Effective Time to such number of Field Employees that will result in either (a) such offers of employment will have been made by Closing to all Field Employees, or (b) as of Closing at least two (2) Field Employees will become employed by a member of the Buyer Controlled Group. Sellers shall deliver the Employee Schedule for retention or bonus payments, in each case, "Field Employees" on a change confidential basis to the Manager, Human Resources of control Buyer no more than seven (7) business days after this Agreement is executed showing the name, job position, work location, and years of Cazapast service credit for all Field Employees. In addition, Sellers will provide Buyer on a confidential basis relevant written information in Sellers' possession regarding each individual's work qualifications, training history, and prior jobs held while employed by any affiliate of Sellers. All employment offers (i) shall be made sufficiently in advance of thirty (30) days after the Closing Date, and (ii) shall be at a base salary and benefits compensation package comparable to that of Buyer's employees performing similar jobs. (b) Except Employees listed on the Employee Schedule who accept offers of employment and who are employed by a member of the Buyer Controlled Group are referred to as disclosed "Acquired Employees", or individually as an "Acquired Employee". Upon commencement of employment by an Acquired Employee with a member of the Buyer Controlled Group, Acquired Employee's participation in all employee benefit plans (within the Disclosure Lettermeaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, there are no accrued bonuses payable to any officers, directors, employees or consultants of Caza as amended ("ERISA") (the "Plans") sponsored by Sellers or any of its subsidiaries.their affiliates, or in (c) The Disclosure Letter contains If a schedule containing member of the Buyer Controlled Group (an "Offering Employer") makes any such offers of employment to Acquired Employees requiring a list change of all executive officers work location such that the Acquired Employee must travel at least 50 miles (as determined under Internal Revenue Code Section 217 and the regulations issued pursuant thereto) further to the new principal place of Caza and work than the work location as shown on the Employee Schedule for Field Employees, such officers who Offering Employer will resign their respective positions effective at extend the Effective Timesame relocation assistance to such Acquired Employee as are available to employees of the Offering Employer. (d) Caza has disclosed Sellers represent to Buyer that Sellers shall pay the Field Employees which are not Acquired Employees or are not relocated by Sellers to another of Sellers' work locations a severance pay ("Severed Employees"). If Buyer employs any of the Severed Employees within six (6) months of Closing, Buyer shall reimburse Sellers a prorated amount of the severance pay Sellers paid to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed InformationSevered Employees. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There The Purchaser or an Affiliate of the Purchaser (which, for purposes of this Section 7.10 shall include the Companies) may offer employment with the Purchaser or an Affiliate of the Purchaser to any Business Employee on terms determined solely by Purchaser; provided, however, that all Business Employees will be offered employment by Purchaser except to the extent expressly recited to the contrary on Schedule 4.14(a) (it being agreed that, without Seller’s further consent in its sole discretion, Purchaser shall not be entitled, including, without limitation, after Closing, to hire any amounts payable Business Employee identified on Schedule 4.14(a) as not being offered employment by Caza or Purchaser). Each Business Employee who accepts any such offer from Purchaser, as of the Caza Subsidiaries Closing Date, will become an employee of the Purchaser or Affiliate of the Purchaser (each, a “Hired Employee”). As of the Closing, the Seller and the Purchaser shall cause all Business Employees to its or their respective officersreceive all amounts, directorsbenefits, employees or consultants for severance or termination pay upon and other payments due to such Business Employee as of such date and assuming termination of employment, or for retention or bonus payments, in each case, employment on a change of control of Cazasuch date. (b) Except With respect to all Hired Employees, the Purchaser and the Seller agree to equally bear the cost of any earned or accrued but unused vacation and sick benefits calculated as disclosed in of the Disclosure LetterClosing Date (with the Purchase Price to be adjusted to reflect the same). Following the Closing Date, there are no accrued bonuses payable the Hired Employees shall be subject to any officers, directors, employees or consultants the vacation and other paid time off policies of Caza or any of its subsidiariesthe Purchaser. (c) Effective as of the Closing Date, the Hired Employees shall cease to be eligible to participate in the benefit plans of the Seller and its Affiliates (collectively, the “Company Benefit Plans”). The Disclosure Letter contains Purchaser shall be responsible for the expenses covered under the terms of the Purchaser plan or plans providing all medical, prescription drug, vision, dental benefits and other benefit plans provided by the Purchaser or its Affiliates (collectively, the “Purchaser Benefit Plans”) incurred on or after the Closing Date by a schedule containing Hired Employee and/or his or her covered dependents who are enrolled in the Purchaser Benefit Plans. Seller and its Affiliates shall be responsible only for expenses under the Company Benefit Plans covered under the terms of the applicable Company Benefit Plan incurred or arising prior to the Closing Date by a list Hired Employee and/or his or her covered dependents. The Purchaser shall use commercially reasonable efforts to: (i) cause all pre-existing conditions (or actively at work or similar) limitations, eligibility waiting periods, evidence of insurability requirements, and other conditions under any Purchaser Benefit Plan offered to the Hired Employees to be waived with respect to each Hired Employee and his or her respective eligible, covered dependents to the extent that such limitation, waiting periods, requirements or other conditions were satisfied or did not apply under the comparable Company Benefit Plan in effect prior to the Closing; and (ii) recognize or credit each Hired Employee for all executive officers of Caza deductibles, co-payments and out-of-pocket maximums paid by such officers who will resign Hired Employees and their respective positions effective at covered dependents under any Company Benefit Plan to the Effective Timeextent that such deductibles, co-payments or out-of-pocket maximums did not apply or were satisfied under the comparable Company Benefit Plan in effect prior to Closing. (d) Caza has disclosed As soon as administratively practicable after the Closing Date (and in accordance with applicable Law), the Purchaser shall cause any Purchaser Benefit Plan that is intended to be a qualified defined contribution plan or such plan of an Affiliate of the Purchaser (the “Purchaser 401(k) Plan”) to accept an eligible rollover distribution (within the meaning of Section 402(c)(4)of the Code) of each Hired Employee’s account balance under the Seller’s or its Affiliates’ 401(k) Plan or any other Company Benefit Plan intended to be qualified under Section 401(a) of the Code, to the Offeror extent such rollover is timely elected by such Hired Employee. Such rollovers shall be in cash, provided that the Disclosed Information Purchaser shall use commercially reasonable efforts, including, for the avoidance of doubt, the adoption of any necessary plan amendments, to provide for the rollover of plan loans for any such Hired Employee who chooses a list direct rollover of his or her account balance into the Purchaser 401(k) Plan. The Purchaser shall use commercially reasonable efforts to permit any outstanding 401(k) loans under the Company Benefit Plans of any Hired Employee to be transferred to the Purchaser 401(k) Plan rather than requiring such loans to be repaid as a result of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror change in the Disclosed Informationemployment. (e) There exists no collective bargaining agreement After the Closing, the Purchaser shall be responsible for offering or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion providing coverage under COBRA with respect thereto by management of Caza with any of its employees, except as disclosed in to Hired Employees who first incur a COBRA-qualifying event after the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claimsClosing Date. (f) Caza is If annual bonuses for the portion of calendar year 2021 occurring prior to the Closing Date (if any, it being understood that Seller retains discretion under the Company Benefit Plans whether to award any bonuses in any amounts to the Business Employees) for the Hired Employees under Company Benefit Plans have not aware of any currently pending union organizing activities or proceedings involvingbeen paid prior to the Closing Date (the “2021 Pre-Closing Bonuses”), the Seller shall, or any pending petitions shall cause one of their Affiliates to, pay 2021 Pre-Closing Bonuses to the Hired Employees in the amount each Hired Employee would have received under the Company Benefit Plans for recognition ofthe portion of calendar year 2021 elapsed prior to the Closing Date, a labour union or association as the exclusive bargaining agent for, or where the purpose is subject to organize, any group or groups of its employeesall applicable terms and conditions thereunder. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of CazaAll 2021 Pre-Closing Bonuses shall be Excluded Liabilities. (g) Caza is not aware The provisions of this Agreement are for the benefit of the Purchaser, the Companies and the Seller only, and no employee of the Companies or any of their Affiliates or any other Person shall have any rights hereunder. In furtherance of the foregoing, nothing in this Section 7.10 will: (i) confer upon any Business Employee or any Governmental Body or other third party any rights, claims, benefits, causes of actions or remedies, including any right to employment or continued employment for any period or terms of employment, of any strikes, work stoppages, work slowdowns nature whatsoever; (ii) be interpreted to prevent or lockouts nor restrict the Purchaser and its Affiliates from terminating the employment of any threats thereofHired Employee; or (iii) be treated as an amendment or other modification of any Company Benefit Plan or other employee benefit plan or arrangement. For the avoidance of doubt, by or any and all obligations to Business Employees who do not become Hired Employees (whether with respect to any the period prior to or after the Closing) shall remain the sole and exclusive Liability of its employeesthe Seller as Excluded Liabilities.

Employment Matters. (a) There will not be any amounts payable All individuals employed by Caza Seller or any one of its affiliates who are currently assigned to perform work on the Assets affected by this Agreement are designated by Seller on the Employee Schedule (as hereinafter defined) as "Field Employees". Buyer agrees to cause a member of the Caza Subsidiaries controlled group under IRC Section 1563(c)(2)(A) of which Buyer is a member (the "Buyer Controlled Group") to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination make offers of employmentemployment as of thirty (30) days after the Effective Time to such number of Field Employees that will result in either (a) such offers of employment will have been made by Closing to all Field Employees, or (b) as of Closing at least two (2) Field Employees will become employed by a member of the Buyer Controlled Group. Seller shall deliver the Employee Schedule for retention or bonus payments, in each case, "Field Employees" on a change confidential basis to the Manager, Human Resources of control Buyer no more than seven (7) business days after this Agreement is executed showing the name, job position, work location, and years of Caza.past service credit for all Field Employees. In addition, Seller will provide Buyer on a confidential basis relevant written information in Seller's possession regarding each individual's work qualifications, training history, and prior jobs held while employed by any affiliate of Seller. All employment offers (i) shall be made sufficiently in advance of thirty (30) days after the Closing Date, and (ii) shall be at a base salary and benefits (b) Except Employees listed on the Employee Schedule who accept offers of employment and who are employed by a member of the Buyer Controlled Group are referred to as disclosed "Acquired Employees", or individually as an "Acquired Employee". Upon commencement of employment by an Acquired Employee with a member of the Buyer Controlled Group, Acquired Employee's participation in all employee benefit plans (within the Disclosure Lettermeaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, there are no accrued bonuses payable to any officers, directors, employees or consultants of Caza as amended ("ERISA") (the "Plans") sponsored by Seller or any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of affiliates, or in which they are participating employers, shall cease, and all executive officers of Caza liability associated with such Plans, including but not limited to funding, claims for benefits, fines, penalties and such officers who will resign their respective positions effective at taxes, shall remain the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list liability of the position of each employee of Caza Seller and a summary of each such employees’ salaryits affiliates. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involvingBuyer will, or any pending petitions for recognition ofwill cause its affiliates to, a labour union take all action necessary to cause all such Acquired Employees to be covered under the employee benefit plans of Buyer or association its affiliates and fringe benefit arrangements, in each case effective as of the exclusive bargaining agent forClosing Date, or where on the purpose is same basis as those provided to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any Buyer's affiliates' employees of Cazain comparable positions. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not be any amounts payable by Caza or any Seller has previously provided to Buyer a list of all persons who are employees of the Caza Subsidiaries Company as of the date hereof, which sets forth for each such individual, as of a date no earlier than five (5) business days prior to its the Closing (and which shall be updated to be current and accurate as of the Effective Time), the following: (i) name; (ii) title or their respective officersposition (including whether full or part time); (iii) hire date; (iv) whether the employee is exempt or non-exempt; (v) current annual base or hourly compensation rate, directorsas the case may be; (vi) commission, employees bonus or consultants for other incentive-based compensation; (vii) a description of the fringe benefits provided to each such individual as of the date hereof; (viii) a description of any severance or termination pay compensation to which any employee is entitled upon termination from the Company; and (ix) accrued and unused vacation and/or sick leave for each employee. As of employmentthe date hereof, all compensation, including wages, commissions and bonuses, payable to employees, consultants, or contractors of the Company for retention services performed on or prior to the date hereof have been paid in full (or accrued in full on the unaudited balance sheet contained in the Statement of Closing Date Working Capital), except that accrued bonuses will be paid by Seller on the next applicable payroll date and the bonuses to Xxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxxxxx Xxxxx and Xxx Xxxxxxx (described below) will be paid by Seller as agreed. To Seller’s Knowledge (excluding the knowledge of the following named executives), none of Xxxxx Xxxxxx, Xxxxxx Xxxx or Xxxxxxxxxxx Xxxxx has entered into any agreement for the purpose of, or otherwise have any intention of, terminating his or her employment with the Company. Seller has agreed to pay to Xxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxxxxx Xxxxx and Xxx Xxxxxxx specific bonus paymentsconsideration based on the successful closing of the transactions contemplated under this Agreement, and the financial terms of such agreements have been disclosed to Buyer. Seller has not agreed to pay any other consideration to the foregoing individuals other than as disclosed on Section 3.19(a) of the Disclosure Schedules or as disclosed pursuant to the preceding sentence. Except for such bonus consideration payable to Xxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxxxxx Xxxxx and Xxx Xxxxxxx, there are no outstanding agreements, understandings or commitments of the Company with respect to any special commissions, bonuses or increases in each case, on a change compensation relating to the successful closing of control of Cazathe transactions contemplated under this Agreement or that are to take effect after the Closing Date that are not consistent with past practice. (b) Except as disclosed set forth in Section 3.19(b) of the Disclosure LetterSchedules, there are no accrued bonuses payable to the Company is not a party to, or bound by, any officerscollective bargaining or other agreement with a labor organization, directorsunion, employees or consultants of Caza or work council (collectively, “Union”) representing any of its subsidiariesEmployees. Since January 1, 2013 there has not been, nor, to Seller’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting the Company. (c) The Disclosure Letter contains a schedule containing a list Company is and has been in compliance with all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Company as consultants or contractors are properly treated as independent contractors under all executive officers applicable Laws. All employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. There are no Actions against the Company pending, or to Seller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of Caza any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and such officers who will resign their respective positions effective at the Effective Timehours or any other employment related matter arising under applicable Laws. (d) Caza The Company has disclosed not taken any action prior to the Offeror in date hereof that would trigger the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or WARN Act with respect to any of its employeesthe Company.

Employment Matters. (a) There The Company will not be any amounts payable by Caza or any responsible for (i) the payment of all wages and other remuneration due to Active Employees with respect to their services as employees of the Caza Subsidiaries Company through the close of business on the Closing Date, including compensation for overtime, pro rata bonus payments and all accrued personal time, except for the Rolled-Over Accrued Vacation, earned prior to its the Closing Date, (ii) the payment of any termination or their respective officersTable of Contents severance payments and the provision of health plan continuation coverage in accordance with the requirements of COBRA and Sections 601 through 608 of ERISA and (iii) compliance with the WARN Act and state equivalent laws, directors, including any and all payments to employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Cazathat may be required under such laws. (b) Except Within 30 days prior to the Closing, the Company will notify each Active Employee that such Employee’s employment with the Company will terminate as disclosed of the Closing, and shall provide each Active Employee with the option to elect in writing delivered to the Disclosure Letter, there are no Company on or before the Closing Date to either (i) receive payment in cash for accrued bonuses payable to any officers, directors, employees or consultants of Caza or any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective but unpaid current year personal time off benefit at the Effective Time. Closing Date up to a maximum of 80 earned hours of personal time off (dwhich includes, but is not limited to, sick days, vacation and personal time off) Caza has disclosed for full-time employees and up to the Offeror in the Disclosed Information a list maximum of the position 40 earned hours of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its personal time off for part-time employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification where state law prohibits forfeiture of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involvingaccrued personal time off, or any pending petitions for recognition of(ii) subject to such Active Employee becoming a Hired Active Employee in accordance with Section 6.5(a), a labour union or association be credited with the amount of current year personal time off that shall have been accrued and unpaid at the Closing Date (all such accrued and unpaid personal time off credited to Hired Active Employees being referred to herein as the exclusive bargaining agent for“Rolled-Over Accrued Vacation”). Any failure by an Active Employee to make an election in accordance with this Section 5.8(b), or where the purpose is shall be deemed to organize, any group or groups of its employees. There is not currently pending, with regard be an election to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Cazareceive payment in cash as contemplated in clause (i) above. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will not be any amounts payable by Caza During the period commencing at the Closing and ending on the date which is twelve (12) months from the Closing (or any if earlier, the date of the Caza Subsidiaries to its or their respective officers, directors, employees or consultants for severance or termination pay upon employee’s termination of employmentemployment with the Company), Buyer shall and shall cause the Company to provide each Employee who remains employed immediately after the Closing (“Company Continuing Employee”) with: (i) base salary or for retention hourly wages which are no less than the base salary or hourly wages provided by the Company immediately prior to the Closing; (ii) target bonus paymentsopportunities (excluding equity-based compensation), if any, which, in each casethe aggregate, on a change are no less than the target bonus opportunities (excluding equity-based compensation) provided by the Company immediately prior to the Closing; (iii) retirement and welfare benefits under employee benefit plans maintained by an Affiliate of control Buyer for employees of CazaBuyer and its Affiliates in the railroad business for which such Company Continuing Employees are eligible in accordance with the terms of such plans; and (iv) severance benefits that are no less favorable than the practice, plan or policy in effect for such Company Continuing Employee immediately prior to the Closing. (b) Except as disclosed in the Disclosure Letter, there are no accrued bonuses payable With respect to any officersemployee benefit plan maintained by Buyer or its Affiliates (collectively, directors“Buyer Benefit Plans”) in which any Company Continuing Employees will participate effective as of the Closing, employees Buyer shall, or consultants shall cause the Company to, recognize all service of Caza the Company Continuing Employees with the Company or any of its subsidiariesSubsidiaries, as the case may be as if such service were with Buyer, for vesting and eligibility purposes in any Buyer Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Closing Date; provided, however, such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits or (y) such service was not recognized under the corresponding Benefit Plan. (c) This Section 5.06(c) shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 5.06(c), express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.06(c). Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The Disclosure Letter contains a schedule containing a list parties hereto acknowledge and agree that the terms set forth in this Section 5.06(c) shall not create any right in any Employee or any other Person to any continued employment with the Company, Buyer or any of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective TimeAffiliates or compensation or benefits of any nature or kind whatsoever. (d) Caza has disclosed During the period commencing at the Closing and ending on the date which is twelve (12) months from the Closing, Buyer shall not, and shall cause the Company not to, take any action that could result in WARN Act liability. Buyer shall indemnify and hold harmless Seller from any liability arising from any failure of Buyer to fully comply with the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Informationforegoing covenant. (e) There exists no collective bargaining agreement Seller shall be responsible for and pay any and all medical and health care benefits due under the Benefits Plan or other labour union contract applicable to any otherwise for Persons who are former employees of Caza the Company, including medical and no such agreement any other benefits for retirees, as of the date hereto and for beneficiaries or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware dependents of any such threatened charges or claimsPersons. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) There will Parent or Purchaser, in conjunction with Seller, shall be permitted to meet with and interview all employees of Seller and its Subsidiaries during normal business hours upon reasonable notice. Purchaser shall offer employment to such employees of Seller as designated by Purchaser, not more than three (3) days after entry in the Bankruptcy Court of the Approval Order, whom Purchaser desires to employ in connection with the purchase of the Acquired Business, on terms provided by Purchaser; provided that (i) such offers -------- ---- shall be made for positions located in the City of San Francisco, (ii) each such offeree would be offered a similar position in a similar role as such offerees enjoyed with Seller and (iii) the base salary compensation (this excludes benefits, vacation, sick time, personal time, bonuses, commissions and any amounts payable by Caza other remuneration outside of base salary compensation) for each offeree shall be substantially similar to his or her existing base salary compensation with the Seller and provided further that each such offer shall be contingent on -------- ------- completion of the Closing and on the offeree's compliance with the standard hiring practices of Purchaser. A full list of employees whom Purchaser elects to employ shall be submitted to Seller not more than three (3) days after entry in the Bankruptcy Court of the Approval Order. Neither Parent nor Purchaser nor shall any of the Caza Subsidiaries to its or them permit their respective officerssubsidiaries to, directorsprior to the last day of the Auction, solicit or make offers of employment to any employees or consultants for severance or termination pay upon termination of employmentSeller other than (i) with the prior permission of Seller, or (ii) in accordance with a general plan for retention or bonus paymentsthe recruitment of employees agreed with Seller. Each such employee who accepts such employment as of the Closing, in each caseshall be referred to herein as a "Transferred Employee." Seller shall terminate all Transferred -------------------- Employees as of the Closing Date and shall pay to such Transferred Employees all unpaid compensation, on a change of control of Cazaas well as all accrued benefits (including, without limitation, all sick pay and personal time pay other than accrued vacation pay, earned through the Closing Date). (b) Except As soon as disclosed in is practical after the Disclosure LetterClosing, there Seller shall (i) take all actions as are necessary or appropriate to fully vest, as of the Closing Date, the interests of the Transferred Employees under Seller's retirement plan(s); (ii) provide such employees an election to rollover their vested interests to Purchaser's defined contribution retirement plan (and Purchaser shall take all reasonable steps necessary to facilitate such roll-over); and (iii) rollover the full amount of the vested interests which the employees have elected to rollover , as soon as possible but not later than ninety (90) days after the Closing Date, to the accounts of such employees under Purchaser's defined contribution retirement plan. Purchaser shall have no accrued bonuses payable liability for any discontinuance, termination or other charges that may be due to any officers, directors, employees investment option or consultants management providers or to any plan record keeping or other agents with respect to such termination and rollover of Caza or any of its subsidiariessuch employees' interests from Seller's retirement plan(s) to Purchaser's retirement plan. (c) The Disclosure Letter contains a schedule containing a list Following the Closing Date, Purchaser shall arrange for each Transferred Employee (including without limitation all dependents) to be eligible for substantially the same comprehensive medical benefits in the aggregate (subject to Purchaser's standard employee contribution requirements) as those received by newly hired employees of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed Parent or Purchaser, subject to the Offeror provisions of this paragraph. In addition, each Transferred Employee shall be eligible to participate in the Disclosed Information a list Parent's and Purchaser's commission, bonus, stock option, performance and other incentive compensation programs as other similarly situated employees of the position Parent or Purchaser. In addition, each Transferred Employee shall be eligible to participate in Parent's and Purchaser's Code Section 401(k) plans as newly hired employees of each employee Parent or Purchaser, and shall be permitted to roll-over plan balances from Seller's Code Section 401(k) plans, shall not be given any credit for years of Caza service with Seller (and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed its subsidiaries and predecessors) prior to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract hasClosing Date. Each Transferred Employee shall, to the knowledge extent permitted by law (including the Health Insurance Portability and Accountability Act of Caza1996, been directly or indirectly requested by any employee or group of employees of Cazaas amended), nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Cazaapplicable tax qualification requirements, and Caza is not aware the terms of the applicable plan of Parent and Purchaser, and subject to any such threatened charges applicable break in service or claims. similar rule, receive credit for all purposes including, without limitation, for eligibility to participate and vesting under Purchaser or Parent employee benefit plans for years of service with Seller (fand its subsidiaries and predecessors) Caza is not aware prior to the Closing Date, including vacation accrual but expressly excluding Code Section 401(k) plans. If applicable, and to the extent permitted by law (including the Health Insurance Portability and Accountability Act of 1996, as amended), applicable tax qualification requirements, and the terms of the applicable plan of Parent and Purchaser, Purchaser will use commercially reasonable efforts to cause any currently pending union organizing activities and all pre-existing condition (or proceedings involvingactively at work or similar) limitations, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, eligibility waiting periods and evidence of insurability requirements under any group or groups of its employees. There is not currently pending, with regard health plans to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or be waived with respect to such Transferred Employees and their eligible dependents and will use commercially reasonable efforts to provide them with credit for any co-payments, deductibles, and offsets (or similar payments) made during the plan year including the Closing Date for the purposes of its employeessatisfying any applicable deductible, out-of-pocket, or similar requirements under any Purchaser or Parent employee benefit in which they are eligible to participate after the Closing Date.