Common use of Employment Matters Clause in Contracts

Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(aThe Company is not a party to any labor or collective bargaining agreement with respect to the Employees. (b) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) grievances or other labor disputes pending or, to the knowledge of Seller, threatened against the Disclosure Schedules contains a list Company. (c) The Company has complied in all material respects with (i) all applicable domestic and foreign laws respecting employment and employment practices, terms and conditions of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereofemployment and wages and hours, including any such laws respecting employment discrimination, employee who is on a leave of absence of any natureclassification, paid or unpaidworkers’ compensation, authorized or unauthorizedfamily and medical leave, the Immigration Reform and Control Act, and sets forth for each such individual the following: (i) name; occupational safety and health requirements, and (ii) title the terms and conditions of any written employment agreement. There are no claims, investigations or position suits pending, or to Seller’s knowledge, threatened against the Company with respect to such laws or agreements, either by private individuals or Government Entities. (including whether full or part time); (iiid) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure SchedulesThe Company does not, as of the date hereof, all maintain or contribute to any employee pension, profit sharing, bonus, deferred compensation, incentive compensation, stock option, employment, health, welfare, death benefit, retirement, savings or fringe employee benefit plans, agreements, practices or arrangements, including wagesany “employee benefit plans” as defined in Section 3(3) of ERISA (“Employee Benefits Plans”) and the Company will not, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (Closing Date, establish or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect commence contributions to any compensation, commissions or bonusessuch plans. (e) There are no claims (other than routine claims for benefits) or lawsuits involving Employees that have been asserted or instituted against the Company, or to Seller’s knowledge any Employee Benefit Plan. (f) The consummation of the Transactions contemplated by this Agreement (alone or together with any other event which, standing alone, would not by itself trigger such entitlement or acceleration) shall not (i) entitle any Employee to any benefit under any Employee Benefit Plan; (ii) accelerate the time of payment or vesting, or increase the amount, of any compensation due to any such person under any Employee Benefit Plan; or (iii) entitle any Employee to any bonus or incentive compensation. (g) No Employee is or may become entitled to post-employment life insurance or medical benefits (whether or not insured), other than (a) coverage mandated by Section 4980B of the Code or other applicable law, or (b) Except as set forth in Section 3.20(bcoverage provided pursuant to the terms of any Employee Benefit Plan. (h) of the Disclosure Schedules, the Target Company No former or current Employee is not, and has not been for the past five years, a party to, or is otherwise bound by, any Contract that in any way adversely affects, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for will affect the past five years, any Union representing or purporting to represent any employee ability of the Target Company, and, Company to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of conduct its employees. The Target Company has no duty to bargain with any Unionbusiness. (ci) The Target Company is and has been does not have or otherwise contribute to or participate in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, or any employee benefit plan subject to the Target Company’s KnowledgeEmployee Retirement Income Security Act of 1974, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Lawsas amended. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a6.14(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Telecom System as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a6.14(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, bonuses payable to all employees, independent contractors or consultants of the Target Company Telecom System for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company City or Blue Water with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b6.14(b) of the Disclosure Schedules, the Target Company is City or Blue Water are not, and has have not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract contract or agreement with a union, works council or labor organization (collectively, “Union”)) applicable to the Telecom System, and there is not, and has not been for the past five (5) years, any Union representing or purporting to represent any employee of the Target CompanyTelecom System, and, to the Target CompanyCity’s Knowledge, no Union or group of employees of the Telecom System is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Telecom System or Blue Water or any employees of its employeesthe Telecom System. The Target Company Neither the City nor Blue Water has no any duty to bargain with any UnionUnion regarding the Telecom System. (c) The Target Company is City and has Blue Water are and have been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Telecom System, 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 Target Company City or Blue Water as consultants or independent contractors or consultants of the Telecom System are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Telecom System classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company City or Blue Water pending, or to the Target CompanyCity’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyTelecom System, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-employment related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a3.17(a) of the Company Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five yearsnever been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsnever been, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Company, 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Liability Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions commissions, bonuses or bonusesfees. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsbeen, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, There is not now nor has there ever been any threat made to a Company officer of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been in material compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth The Company is in Section 3.20(c)compliance with and has complied with all immigration laws, there including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action before Closing that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(aSchedule 4.17(a) of the Disclosure Schedules contains a list of all persons who are employees, independent consultants or contractors or consultants of the Target Company Seller as of the date that is three (3) Business Days prior to the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) original hire date (and last or adjusted hire date, if applicable); (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensationcompensation arrangement (including target bonus, if applicable); and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a; and (vii) whether such individual is actively at work and, if not, the nature of the Disclosure Schedulesabsence to the extent disclosable in accordance with applicable Law, as the policy or Benefit Plan under which such absence is authorized, the start date of such absence and the expected return date therefrom. As of the date hereofClosing Date, all compensation, including wages, commissions and bonuses, payable to all employees, independent consultants or contractors or consultants of the Target Company Seller for services performed on or prior to the date hereof Closing Date will have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonusesfull. (b) Except as set forth in Section 3.20(bon Schedule 4.17(b), (i) each employee listed on Schedule 4.17(a) is an “at-will” employee as such term is defined by applicable Law, and (ii) the Seller is not a party to any employment Contract or any consulting or similar Contract for the provision of services to the Seller, or any severance, change of control, retention or other similar agreement, plan or arrangement with any employee. (c) To Seller’s Knowledge, there have been no unionization (or works council related) activities involving employees of the Disclosure Schedules, the Target Company is not, and has not been for Seller during the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Seller or any of its employees. The Target Company has no duty to bargain with any Union. (cd) The Target Company Except as set forth in Schedule 4.17(d), the Seller is in compliance and has been complied, in compliance all material respects, with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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, occupational health and safety, workers’ compensation, leaves of absence absence, collection any payment of withholding Taxes, Social Security Taxes and similar Taxes and unemployment insurance. All individuals characterized and treated by the Target Company Seller as independent consultants or contractors or consultants are properly treated as independent contractors under all applicable Laws. All individuals that are or were required by applicable Laws to be characterized or treated as employees of the Target Company have been properly so characterized or treated at all relevant times. All employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), Schedule 4.17(d) there are no Actions against the Target Company Seller pending, or to the Target CompanySeller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanySeller, including, without limitation, including any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours hours, occupational exposure to Hazardous Materials or any other employment-employment related matter arising under applicable Laws. (de) The Target Company Seller has complied complied, in all material respects, with the WARN Act, Act during the last twelve months and it has no plans to undertake any action in the future that would trigger the WARN Act. The Seller has not implemented or been involved in any “mass layoff” or “plant closing” (as defined in the WARN Act) within the last twelve (12) months.

Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; No member of the Company Group is party to or bound by any union contract, collective bargaining agreement or other similar type of Contract, (ii) title (A) no member of the Company Group has agreed to recognize any union or position other collective bargaining representative, (including whether full B) no union or part time); group of employees has made a pending demand for recognition and (C) there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board and (iii) hire date; (iv) current annual base compensation rate; (v) commissionno union or collective bargaining representative has been certified as representing any Company Employees and, bonus or other incentive-based compensation; and (vi) a description to the Knowledge of the fringe benefits provided Company, no organizational attempt has been made or threatened by or on behalf of any labor union or collective bargaining representative with respect to each such individual as of the date hereofany Company Employees. Except as set forth in Section 3.20(a3.16(a) of the Company Disclosure SchedulesLetter, no member of the Company Group is party to or bound by any independent contractor agreement, consulting agreement or other similar type of Contract (with any natural Person) that cannot be terminated upon a month or less notice without Liability of more than $25,000 to any member of the Company Group. (b) The Company has made available to Buyer a correct and complete list that sets forth, as of the date hereof, all the title, location, employer, date of hire, exempt/non-exempt status, employment status (i.e., whether full-time, temporary, leased, etc.), active or inactive status (including type of leave, if any), base compensation, bonus/commission and total compensation for the prior year and current annual base salary or hourly wage rate (or other compensation), target bonus/commission for the current year and total compensation for the current year to date with respect to each Company Employee, as well as the total cumulative accrued, but unused, vacation time for all Company Employees as of the date of this Agreement. The Company is the only member of the Company Group that currently has, and has ever had, any employees. (c) No member of the Company Group employs any employee who cannot be dismissed immediately, whether currently or immediately after the consummation of the Transactions, without notice or cause and without further Liability to any member of the Company Group. To the Knowledge of the Company, no employee, consultant or independent contractor who is employed by any member of the Company Group or who provides services to any member of the Company Group or either of the REITs intends to terminate his or her employment relationship or engagement. (d) Since January 1, 2012, all Company Employees who work in the United States have been, and all former employees of the Company or any of its Affiliates (who provided services to any member of the Company Group or either of the REITs) who worked in the United States whose employment terminated, voluntarily or involuntarily, prior to the Closing Date, were legally authorized to work in the United States. The Company has completed and retained the, since January 1, 2012, necessary employment verification paperwork under IRCA for employees hired prior to the Closing Date. Further, since January 1, 2012, the Company was in compliance with both the employment verification provisions (including wagesthe paperwork and documentation requirements) and the anti-discrimination provisions of IRCA. (e) Since January 1, commissions 2012, all individuals who perform services for any member of the Company Group or either of the REITs have been classified correctly, in accordance with the terms of each Employee Benefit Plan and bonusesERISA, payable to the Code, the Fair Labor Standards Act and all other Applicable Laws, as employees, independent contractors or consultants leased employees, and no member of the Target Company for services performed on Group, or prior any of their Affiliates, has received notice to the date hereof have been paid in full (contrary from any Person or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonusesGovernmental Authority. (bf) Except as set forth in Section 3.20(b3.16(f)(i) of the Company Disclosure SchedulesLetter, since January 1, 2012, the Target Company is notGroup has been in compliance with all Applicable Laws respecting labor and employment, including termination of employment or failure to employ, employment practices, terms and has not been for conditions of employment, immigration, wages and hours, working time, employment standards, civil rights, discrimination and retaliation, occupational safety and health, family or medical leave, exempt/non-exempt and contingent worker classifications and workers’ compensation and the past five yearsWorker Adjustment Retraining & Notification Act of 1988, a party to, bound byas amended, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargainingsimilar Applicable Law. Except as set forth in Section 3.20(b3.16(f)(ii) of the Company Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c)Letter, there are no Actions against the Target Company labor or employment Proceedings pending, or to the Target Company’s KnowledgeKnowledge of the Company threatened, threatened to be brought between any member of the Company Group and any employees, current or filedformer, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor member of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable LawsCompany Group. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(aSchedule 4.26 (Part A) of the Disclosure Schedules contains sets forth a complete list of all persons who are employeesEmployees, independent contractors whose current wages, salaries or consultants hourly rates of pay, and bonus (whether monetary or otherwise) exceed $40,000 U.S., together with their titles, service dates and material terms of employment including current wages, salaries or hourly rates of pay, and bonus (whether monetary or otherwise) paid since the beginning of the Target Company as of most recently completed fiscal year (including the date hereofof payment if paid since May 31, including any employee who 2001) or payable to each such Employee, and the date upon which each such Employee was first hired by the Corporation. Except as disclosed in Schedule 4.26, no Employee is on a disability leave, pregnancy or parental leave, extended leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe receiving benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior pursuant to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonusesLaws. (b) Except as set forth for those written employment contracts with salaried Employees identified in Section 3.20(b) of the Disclosure Schedules, the Target Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization Schedule 4.26 (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(bPart B) of the Disclosure Schedules, there has never been, nor has there been are no written contracts of employment entered into with any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Employees or any oral contracts of its employees. The Target Company has no duty to bargain employment which are not terminable on the giving of reasonable notice in accordance with any Unionapplicable law. (c) The Target Company is and has been in compliance There are no written or oral change of control provisions or Contracts with the terms any of the collective bargaining agreements and other Contracts listed on Section 3.20(bEmployees which provide for any rights of Employees contingent upon or affected by a change of control of the Corporation or the sale of any or all of their assets. (d) Schedule 4.26 (Part C) of the Disclosure Schedules sets out a complete list of all independent contractors with whom the Corporation has entered into any Contract, together with a list of all Contracts with them. (e) Except for the Benefit Plans, there are no employment policies or plans which are binding upon the Corporation. (f) The Corporation has been and is being operated in compliance in all applicable Laws pertaining to employment and employment practices, including material respects with 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 conditionsincluding employment standards, meal and break periods, privacy, occupational health and safety, workers’ compensationhuman rights, leaves of absence labour relations and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Lawspay equity. (dg) The Target Company There are no Claims or complaints nor, to the knowledge of the Corporation, are there any threatened Claims or complaints, against the Corporation pursuant to any Laws relating to employees, including employment standards, human rights, labour relations, occupational health and safety, worker's compensation or pay equity. To the knowledge of the Corporation, nothing has complied with occurred which might lead to a Claim or complaint against the WARN Act, Corporation under any such Laws. There are no outstanding decisions or settlements or pending settlements which place any obligation upon the Corporation to do or refrain from doing any act. (h) All current assessments under workers' compensation legislation in relation to the Corporation have been paid or accrued and it the Corporation has no plans not been subject to undertake any action that would trigger the WARN Actspecial or penalty assessment under such legislation which has not been paid.

Employment Matters. (a) Section 3.20(aExhibit 4.12(a)(i) sets forth, as of December 31, 2016, for AOAG and each Target Group Company, the Disclosure Schedules contains number of current Employees of those entities (on a headcount basis) and a true and complete list of all persons who are employeesKey Employees of AOAG, independent contractors or consultants of the Assets Sellers, the Target Company as Group Companies and the Controlled Dealership Entities. As of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, this Agreement and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except except as set forth in Section 3.20(aon Exhibit 4.12(a)(ii), to the Knowledge of General Motors, no Key Employee has given or received notice of termination of his/her employment or has entered into a termination agreement with AOAG, the relevant Assets Seller, the relevant Target Group Company or the relevant Controlled Dealership Entity (as the case may be) or has made or received an offer to enter into a termination agreement or expressed his/her intention to do any of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonusesforegoing. (b) Except as set forth in Section 3.20(bExhibit 4.12(b), (i) none of the Employees or Key Employees has been granted or promised any compensation, severance or other benefit or protection in connection with the Transactions or their consummation or any transaction in connection with this Agreement and (ii) neither the consummation of this Agreement nor of any transaction contemplated in connection with this Agreement will result in, or accelerate, the payment or vesting of any benefit or right to any Employee or Key Employee. (c) Exhibit 4.12(c) contains a true and complete list (fairly identifying each of the following written agreements and commitments) of all collective bargaining agreements, material shop agreements or any other material agreements with unions, works councils or other employee representative bodies, and similar collective arrangements, as well as, with respect to current Employees of AOAG and any German Target Group Company or material general commitments (Gesamtzusagen) that are binding on AOAG, any Assets Seller, any Target Group Company or any Controlled Dealership Entity (collectively, the Disclosure Schedules“Collective Agreements”). (d) To the Knowledge of General Motors, each of AOAG, the Assets Sellers, the Target Company is notGroup Companies and the Controlled Dealership Entities are maintaining and operating each (i) Pension Plan (other than in respect of the General Motors Retirees Pension Plan, the Millbrook Pension Plan and has not been for the past five yearsVauxhall and Associated Companies Pension Fund), a party to(ii) bonus or incentive plan, bound by(iii) severance plan, (iv) retention plan, (v) employee benefit plan (including health plans, disability plans, life insurance plans and other welfare plans sponsored, maintained or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization contributed by it (collectively, the “UnionEmployee Benefit Plans”)) in compliance in all material respects with its terms and applicable Law, and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee including (other than in respect of the Target Company, and, to Retained UK Pension Plans) any applicable legally required funding obligations. A true and complete list of the Target Company’s Knowledge, no Union or group of employees Employee Benefit Plans (except those that are not material and except for those maintained and operated by the Controlled Dealership Entities) is seeking or has sought to organize employees for the purpose of collective bargaining. set forth on Exhibit 4.12(d). (e) Except as set forth in Section 3.20(b) Exhibit 4.12(e), none of AOAG, any of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Assets Seller or any of the Target Group Companies is subject to any employment safeguarding arrangements, obligations to maintain sites or locations, or any other restrictions as to the closure, downsizing or other restructuring measures affecting its employees. The Target Company has no duty to bargain with workforce (or portions thereof) except for any Unionrestrictions under applicable Law or Collective Agreements. (cf) The AOAG, each Assets Seller and each Target Group Company is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 Employee Matters 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. relevant Collective Agreements. (g) Except as set forth in Section 3.20(cExhibit 4.12(g), there are no Actions against legal disputes pending or, to the Knowledge of General Motors, threatened, before any court, arbitrator or mediator (including, with respect to AOAG and the German Target Group Companies, any conciliation board proceedings (Einigungsstellenverfahren) (i) between AOAG, the Assets Sellers, the Target Company pendingGroup Companies or the Controlled Dealership Entities, on the one hand, and any union or employee representative body, on the other hand, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation(ii) involving AOAG, any claim relating to unfair labor practicesAssets Seller, employment discrimination, harassment, retaliation, equal pay, wage and hours any Target Group Company or any other employment-related matter Controlled Dealership Entity in respect of an Employee Matter that involves or could affect more than one Employee, in each case in which the amount in dispute exceeds, individually, €150,000 or, forming part of a series of disputes arising under applicable Lawsfrom the same facts or having the same legal basis of claim, which exceeds, in the aggregate, €300,000. (dh) The Exhibit 4.12(h) contains a list with reasonable identification of (i) all individuals classified as International Service Personnel by General Motors on its books and records and (ii) all individuals classified as Permanent Internationally Mobile Staff by General Motors on its books and records, in each case who are, as of the date hereof, seconded from General Motors or a Subsdiary thereof (other than AOAG, an Assets Seller, a Target Group Company has complied with or a Controlled Dealership Entity) to AOAG, an Assets Seller, a Target Group Company or a Controlled Dealership Entity (the WARN Act“ISPs” and “PIMS”, and it has no plans to undertake any action that would trigger the WARN Actrespectively).

Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target an Acquired Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all All compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target an Acquired Company for services performed on or prior to the date hereof have been paid in full or will be paid prior to the Closing Date (or will be accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target an Acquired Company with respect to any compensation, commissions commissions, bonuses or bonusesfees not disclosed in Section 3.20 of the Disclosure Schedule. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Each Acquired Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsbeen, any Union representing or purporting to represent any employee of the Target an Acquired Company, and, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target an Acquired Company or any of its employees. The Target Neither Acquired Company has no a duty to bargain with any Union. (c) The Target Each Acquired Company is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target an Acquired Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target an Acquired Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Each Acquired Company is in compliance with and has complied with all immigration laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. Except as set forth in Section 3.20(c), there are no Actions against the Target an Acquired Company pending, or to the Target CompanySeller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target an Acquired Company, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws. (d) The Target Each Acquired Company has complied with the WARN Act, and it neither Acquired Company has no any plans to undertake any action in the future that would trigger the application of the WARN Act. (e) With respect to each Government Contract, each Acquired Company is and has been in compliance with Executive Order No. 11246 of 1965 (“E.O. 11246”), Section 503 of the Rehabilitation Act of 1973 (“Section 503”) and the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (“VEVRAA”), including all implementing regulations. Each Acquired Company maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. Each Acquired Company is not, and has not been for the past five years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 or VEVRAA. Neither Acquired Company has been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor.

Employment Matters. (a) Section 3.20(a4.19(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and bonuses, bonuses payable to all employees, independent contractors or consultants of the Target Company Business for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company Sellers with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company is notNo Seller is, and no Seller has not been for the past five yearsbeen, a party to, bound by, or negotiating any collective bargaining agreement Collective Bargaining Agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsbeen, any Union representing or purporting to represent any employee of the Target Companyany Seller, and, to the Target Company’s Sellers’ Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b4.19(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company any Seller or any employees of its employees. The Target Company has no duty to bargain with any Unionthe Business. (c) The Target Company Except as set forth on Section 4.19(c) of the Disclosure Schedules, each employee, independent contractor or consultant of the Sellers is employed or engaged on an “at will” basis, and no Seller is party to any agreement with any such employee, independent contractor or consultant. Each Seller is and has been in compliance in all material respects with the terms of the collective bargaining all agreements and other Contracts listed on Section 3.20(b4.19(c) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Business, 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 Target Company any Seller as consultants or independent contractors or consultants of the Business are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c4.19(c), there are no Actions against the Target Company any Seller pending, or to the Target Company’s Sellers’ Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyBusiness, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-employment related matter arising under applicable Laws. (d) The Target Company has Sellers have complied with the WARN Act, and it has have no plans to undertake any action in the future that would trigger the WARN Act.

Employment Matters. Seller has delivered to Purchaser a complete and accurate list, by employer (a) Section 3.20(a) e.g., the Company, specific Subsidiary of the Disclosure Schedules contains a list Company), of all persons who are employees, independent contractors or consultants the employees of the Target Company as of the date hereofor its Subsidiaries (excluding temporary and on-call workers), including any employee who is on a leave of absence of any naturewhether full-time or part-time, paid or unpaid, authorized or unauthorized, and sets setting forth for each such individual the following: employee (i) name; title, (ii) title or position (including whether full or part time); location of employment, (iii) original hire date; , (iv) current annual base compensation rate; salary, (v) commissiontwo (2) year salary history, bonus or other incentive-based compensation; and (vi) a description of current bonus targets, and (vii) bonuses received over the fringe benefits provided to each such individual as of the date hereofpast two (2) years. Except as set forth in Section 3.20(a) specified on Schedule 3.19, none of the Disclosure Schedules, as employees of the date hereofCompany or its Subsidiaries includes any Person who is not a United States citizen. None of Purchaser, all compensation, including wages, commissions and bonuses, payable to all employees, the Company or any Subsidiary will incur any Liability for the improper classification by the Company or any Subsidiary of such employees as independent contractors or consultants of the Target Company for services performed on or leased employees prior to the date hereof have been paid in full (Closing or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there as being exempt from overtime pay. There are no outstanding agreements, understandings collective bargaining agreements with any union or commitments other bargaining group for any employees of the Target Company with respect to or any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) Subsidiary and Seller has no knowledge of the Disclosure Schedules, the Target Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargainingunion organizational efforts involving such employees. Except as set forth specified on Schedule 3.19, no employee described in Section 3.20(bExhibit H (a “Key Employee”) of has left the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any Subsidiary since January 1, 2007. No current Key Employee has indicated any present or future intention or, to Parent’s and Seller’s knowledge, intends to terminate his or her employment with the Company or any Subsidiary or not to engage in employment with Purchaser. With respect to all current and former employees, each of its employees. The Target the Company has no duty to bargain with any Union. (c) The Target Company and each Subsidiary is and has been in compliance with the terms all provisions of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws Law pertaining to the employment and employment practicesterminating of employees, including without limitation all Laws relating to labor relations, equal employment opportunitiespractices, fair employment practices, employment pay equity, entitlements, prohibited discrimination, harassmentterms and conditions of employment, 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, occupational health and safety, workers’ compensationwages and hours, leaves of absence withholding requirements, or other similar employment or hiring practices or acts, and unemployment insuranceneither the Company nor any Subsidiary is or has been engaged in any unfair labor practice, except where such noncompliance would not reasonably be expected to result in a Material Adverse Change. All individuals characterized To Parent’s and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under Seller’s knowledge, with respect to all applicable Laws. All employees current and former employees, each of the Target Company classified and each Subsidiary is and has been in compliance with all provisions of Law pertaining to the employment and terminating of employees, including without limitation all Laws relating to labor relations, equal employment practices, fair employment practices, pay equity, entitlements, prohibited discrimination, terms and conditions of employment, occupational health and safety, wages and hours, withholding requirements, or other similar employment or hiring practices or acts, and neither the Company nor any Subsidiary is or has been engaged in any unfair labor practice. Neither the Company nor any Subsidiary is a party to any Action involving a violation or alleged violation of any of the Laws referred to in the preceding sentence. Without limiting the generality of the foregoing, with respect to all United States employees, (A) the Company and the Subsidiaries are and have at all times in the past been in compliance with the WARN Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, as exempt under amended (“COBRA”), the Fair Labor Standards Immigration and Nationality Act, as amended, the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”), and state the Immigration Reform and local wage Control Act of 1986, except where the failure to do so would not reasonably be expected to result in a Material Adverse Change, and hour laws (B) to Parent’s and Seller’s knowledge, the Company and the Subsidiaries are properly classifiedand have at all times in the past been in compliance with the WARN Act, COBRA, the Immigration and Nationality Act, as amended, USERRA, and the Immigration Reform and Control Act of 1986. Except as set forth on Schedule 3.19, the consummation of the transactions contemplated by this Agreement will not (either alone or in Section 3.20(c)conjunction with another event, there such as a termination of employment or other services or continuation of employment) entitle any employee or other Person to receive severance, any stay or retention bonus or other compensation which would not otherwise be payable absent the consummation of the transactions contemplated by this Agreement or cause the vesting or acceleration of the time of payment of any award or entitlement under any Employee Benefit Plan. All amounts due or accrued for all salary, wages, bonuses, commissions, vacation with pay, and benefits under Employee Benefit Plans have either been paid or are accurately reflected in the Books and Records. The Company and its Subsidiaries have no Actions against outstanding assessments, penalties, fines, liens, charges, surcharges or other amounts due or owing pursuant to any applicable workplace safety or insurance Laws, and neither the Target Company pendingnor any Subsidiary has been reassessed under such Laws during the past three years, or and to the Target Company’s Knowledgeknowledge of Parent and Seller, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor no audit of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours Company or any other employment-related matter arising under Subsidiary is currently being performed with respect to any applicable workplace safety and insurance Laws. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a4.29(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) status, title or and/or position (including whether full an employee or part timecontractor, whether full-time or part-time and whether exempt or non-exempt); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or and any other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and bonuses, bonuses payable to all employees, independent contractors or and consultants of the Target Company Business for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company Seller with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company Seller is not, and has not been for the past five yearsnever been, a party to, bound by, by or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsnever been, any Union representing or purporting to represent any employee of the Target CompanySeller, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Seller or any employees of its employeesthe Business. The Target Company Seller has no duty to bargain with any Union. (c) The Target Company Seller is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Business, 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, employee classification or 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 (including paid sick leave) and unemployment insurance. All individuals characterized and treated by the Target Company Seller as consultants or independent contractors or consultants of the Business are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws Laws are properly classifiedclassified in all material respects. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company Seller pending, or to the Target CompanySeller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyBusiness, including, without limitation, including any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-employment related matter arising under applicable Laws. (d) The Target Company Seller has complied in all material respects with the WARN Act, and it has no plans to undertake any action in the future that would trigger the WARN Act. (e) With respect to each Government Contract, Seller is and has been in compliance with Executive Order No. 11246 of 1965 (“E.O. 11246”), Section 503 of the Rehabilitation Act of 1973 (“Section 503”) and the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (“VEVRAA”), including all implementing regulations. Seller maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. Seller is not, and has not been for the past five (5) years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 and VEVRAA. Seller has not been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor.

Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Seller as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company Seller for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statementsheet) and there are no outstanding agreements, understandings or commitments of the Target Company Seller with respect to any compensation, commissions commissions, bonuses or bonusesfees. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company Seller is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsbeen, any Union representing or purporting to represent any employee of the Target CompanySeller, and, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Seller or any of its employees. The Target Company Seller has no duty to bargain with any Union. (c) The Target Company Seller is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 Target Company Seller as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Seller classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company Seller pending, or to the Target CompanySeller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable LawsSeller. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(aSchedule 3.24(a) of the Disclosure Schedules contains sets forth a true and complete list of all persons who are employeesevery employment agreement, independent contractors commission agreement, employee group or consultants executive medical, life, or disability insurance plan, and each incentive, bonus, profit sharing, retirement, deferred compensation, equity, phantom stock, stock option, stock purchase, stock appreciation right or severance plan of the Target Company as of now in effect or under which the date hereofTarget Company has or might have any obligation, including or any understanding between the Target Company and any employee who is on a leave concerning the terms of absence such employee’s employment that does not apply to the Target Company’s employees generally (collectively, “Labor Agreements”). The Target Company has previously delivered to the Acquirer true and complete copies of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title Labor Agreement, any employee handbook or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants policy statement of the Target Company for services performed on Company, and complete and correct information in all material respects concerning the Target Company’s employees and individual independent contractor or prior to consultants. Schedule 3.24(a) sets forth a true and complete list of the date hereof have been paid in full (or accrued in full on names, business addresses and titles of the audited balance sheet contained in the Closing Working Capital Statement) directors and there are no outstanding agreements, understandings or commitments officers of the Target Company with respect to any compensation, commissions or bonusesCompany. (b) Except as disclosed on Schedule 3.24(b) (arranged in subsections corresponding to the subsections set forth in Section 3.20(bbelow): (i) all employees of the Disclosure Schedules, the Target Company is notare employees at will, and the employment of each employee by the Target Company may be terminated immediately by the Target Company, as applicable, without any cost or liability except severance in accordance with the Target Company’s standard severance practice as disclosed on Schedule 3.24(b); (ii) to the Knowledge of the Owners, no employee of the Target Company has any plans to terminate his or her employment now or in the near future, whether as a result of the transactions contemplated hereby or otherwise; (iii) to the Knowledge of the Owners, no employee of the Target Company, in the ordinary course of his or her duties, has breached any obligation to a former employer in respect of any covenant against competition or soliciting clients or employees or servicing clients or confidentiality or any proprietary right of such former employer; and (iv) The Target Company is not been for the past five years, a party to, bound by, or negotiating to any collective bargaining agreement or other Contract with a union, works council Union or has any material labor organization (collectively, “Union”)relations problems, and there is not, and has not been for the past five years, any no pending representation question or Union representing or purporting to represent any employee organizing activity respecting employees of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been in compliance complied with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules all Labor Agreements and all applicable Laws pertaining laws relating to employment and employment practicesor labor, including without limitation all Laws laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigrationimmigration (including without limitation I-9 and E-Verify requirements), work authorizations, 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 To the Knowledge of Owners, there is no legal prohibition with respect to the permanent residence of any employee of the Target Company in the United States or his or her permanent employment by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees and, to the Knowledge of the Owners, all Target Company employees are legally authorized to work in the United States. The Target Company has properly classified and treated all of their employees as exempt or non-exempt under the federal Fair Labor Standards Act and state and local wage and hour laws are properly classifiedlaws. Except as set forth in Section 3.20(c)The Target Company has not incurred any liability under the WARN Act. No present or former employee, there are no Actions officer, or director of the Target Company has any claim against the Target Company pendingfor any matter including for wages, salary, or vacation or sick pay, or otherwise under any Labor Agreement (other than amounts that have not yet become due and payable and will be provided in the ordinary course of the relationship as contemplated in such Labor Agreement). All accrued obligations of the Target Company applicable to its employees, whether arising by operation of Law, by Contract, by past custom or otherwise, for payments by the Target Company to any trust or other fund or to any Authority, with respect to unemployment or disability compensation benefits, social security benefits, under ERISA or otherwise, have been paid or adequate accruals therefor have been made. (d) Schedule 3.24(d) sets forth all Actions, proceedings, governmental investigations or administrative proceedings of any kind against the Target Company of which the Target Company has been notified within three (3) years preceding the date of this Agreement regarding its employees, independent contractors, or consultants including without limitation any such Actions, proceedings, governmental investigations or administrative proceedings of any kind related to the Target Company’s Knowledgeemployment practices or operations as they pertain to conditions of employment, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, whistleblowing, equal pay, wage health and hours safety, overtime compensation, unemployment insurance, workers compensation insurance, or any other employment-employment related matter arising under applicable Lawsbefore any Authority, including the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, the Occupational Safety and Health Administration, and/or state or local equivalents. The Target Company (i) has reasonably promptly investigated all sexual harassment, or other discrimination, retaliation or policy violation allegations of which the Target Company are aware, (ii) has taken reasonably prompt corrective action that is reasonably calculated to prevent further improper action in response to each such allegation with potential merit, and (iii) is not aware of any allegations relating to officers, directors, executives, or other key employees of the Target Company that, if known to the public, would bring the Target Company into material disrepute. (de) The Except as set forth in Schedule 3.24(e), there are no material pending or, to the Knowledge of the Owners, threatened claims or proceedings against the Target Company under any worker’s compensation policy or long-term disability policy. (f) Except as disclosed on Schedule 3.24(f), since December 31, 2019 there have been no “employment losses” as defined under the WARN Act (or any other applicable state and local plant closing/mass layoff law or ordinance) as to any employees of the Target Company or any Subsidiary within the six (6) month period prior to Closing. (g) Except as disclosed on Schedule 3.24(g), in the past five (5) years the Target Company has complied with not received any notice, complaint, or citation from the WARN Actfederal Occupational Safety and Health Administration or any state or local equivalent, or by or on behalf of any Target Company employee, related to occupational health and it has no plans safety laws applicable to undertake any action that would trigger the WARN ActTarget Company employees.

Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains Company has provided to Parent a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets setting forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a3.21(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained used in determination of the Estimated Closing Working Capital StatementMerger Consideration delivered pursuant to Section 1.5(a)) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses. (b) . Except as set forth in Section 3.20(b3.21(a) of the Disclosure Schedules, and other than the Target Severance Payments, Company has not made any commitment to its employees to pay any amount of severance in the event their employment is terminated following Closing. (b) Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsbeen, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is is, and has been been, in material compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern consultant or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-employment related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, if applicable, and it has no plans to undertake any action in the future that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a4.19(a) of the Disclosure Schedules contains a list of all persons Persons who are currently employees, independent contractors or consultants of the Target Company as of the date hereof, (including any employee who is on a leave of absence of any nature, paid all Engaged Professionals currently engaged or unpaid, authorized or unauthorizedemployed by Target), and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits currently provided to each such individual as of the date hereofindividual. Except as set forth in on Section 3.20(a4.19(a) of the Disclosure Schedules, as Target is not a party to any employee agreement, independent contractor agreement or other Contract with any employee or independent contractor. As of the date hereof, all compensation, including wages, commissions and bonuses, bonuses payable to all employees, independent contractors or consultants of the Target Company (including all Engaged Professionals, if any) for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in full, and as of the Closing Working Capital Statement) and there are no outstanding agreementsDate, understandings or commitments of the Target Company with respect to any all compensation, including wages, commissions and bonuses payable to employees, independent contractors or bonusesconsultants of Target (including all Engaged Professionals, if any) for services performed on or prior to the Closing Date will have been paid in full. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company is not, and or has not been for the past five yearsever been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is notnot now, and has not been for the past five yearsnor have there ever been, any Union representing or purporting to represent any employee of the Target CompanyTarget, and, to the Target Company’s KnowledgeKnowledge of Target, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b4.19(b) of the Disclosure Schedules, there has never beenis not, nor has there been ever been, any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any employees, independent contractors or consultants of its employees. The Target Company has no duty to bargain with (including any UnionEngaged Professionals, if any). (c) The Each of Target Company and APN is and has been in material compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company or APN classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company or APN pending, or to the Target Company’s KnowledgeKnowledge of Target, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern consultant or independent contractor of the Target Companyor APN, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-employment related matter arising under applicable Laws. (d) The Target Company has complied in all respects with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a) Seller has made available to Buyer in folders 4.5.37.1 and 4.7 of the Disclosure Schedules contains Virtual Data Room, descriptions of all independent contractors of Seller and in folders 4.5.30 and 4.6 of the Virtual Data Room a true, correct and complete list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, employees (including any employee who is those on a leave of absence of any natureor layoff status) (collectively, paid or unpaidthe “Business Associates”), authorized or unauthorized, and sets with such list setting forth for each such individual of the followingSeller’s employees the following information, as applicable: (i) name; (ii) title or position (including whether all of which are full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereofemployee. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all All compensation, including wages, commissions and bonuses, bonuses payable to all employees, independent contractors or consultants of the Target Company Business Associates for services performed on or prior to the date hereof have been paid in full (full. No offer of employment or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company engagement has been made by Seller with respect to the Business that has not yet been accepted, or that has been accepted where the employment or engagement has not yet begun. The employment or engagement of each Business Associate is terminable at the will of Seller. No Business Associate has given notice terminating such Business Associate’s employment or engagement or is under notice of dismissal. Except as made available to Buyer in folder 5.8 of the Virtual Data Room, no Business Associate is subject to any compensation, commissions current disciplinary warnings or bonuses.procedures. Table of Contents (b) Except as set forth in Section 3.20(b4.17(b)(i) of the Disclosure SchedulesSchedule, the Target Company Seller is not, and to Seller’s Knowledge never has not been for the past five yearsbeen, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “any Union”), and there is not, and to Seller’s Knowledge has not been for the past five yearsnever been, any Union representing or purporting to represent any employee of the Target CompanySeller’s employees, and, to the Target CompanySeller’s Knowledge, no Union or group of Seller’s employees is seeking or has sought to organize Seller’s employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b4.17(b)(ii) of the Disclosure SchedulesSchedule, there is not currently, nor to Seller’s Knowledge has never there ever been, nor has there been any threat ofstrikes, any strike, slowdownlockouts, work stoppagestoppages, lockoutwork interruptions, slowdowns, concerted refusal to work overtime or other similar labor disruption or dispute affecting dispute, or to Seller’s Knowledge any threat thereof, involving the Target Company or any employees of its employees. The Target Company has no duty Seller related to bargain with any Unionthe Business. (c) The Target Company Seller is currently, and at all times has been been, in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees or independent contractors of Seller, 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, independent contractors, 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c)4.17(c) of the Disclosure Schedule, (i) there are no Actions against the Target Company Legal Proceedings pending, or to the Target CompanySeller’s Knowledge, threatened against Seller (A) by any current or former employee or independent contractor of Seller with respect to be brought any accident or filedinjury that is not fully covered by the Insurance Policies, or (B) by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern employee or independent contractor of the Target Company, including, without limitation, Seller with respect to any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-employment related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, and it (ii) to Seller’s Knowledge, no event has no plans to undertake occurred or circumstance exists that, with or without notice or lapse of time or both, would give rise to, or serve as a basis for, any action that would trigger the WARN Actsuch Legal Proceeding.

Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent consultants, service providers or contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; (vi) employer; and (vivii) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth At least five Business Days prior to the Closing Date, Seller shall provide Buyer with an updated Section 3.21(a) of the Disclosure Schedules to reflect any newly hired employees, those employees whose employment has been terminated (and whether such termination was with or without cause) and any other change in the other information on Section 3.20(a3.21(a) of the Disclosure Schedules, as of the date hereof, all . All compensation, including wages, commissions and bonuses, payable to all employees, independent consultants, or contractors or consultants of the Target Company and all Subsidiaries for services performed on or prior to the date hereof have been paid in full all material respects (or accrued in full all material respects on the audited balance sheet contained in Balance Sheet and otherwise accrued on the books of the Company and the Subsidiaries as of the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonusesDate). (b) Except as set forth in Section 3.20(b3.21(b) of the Disclosure Schedules, the Target Company is not, and has not been for the past five three years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five three years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought within the past three years to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b3.21(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices (including with respect to employee profit sharing obligations in Mexico), 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, paid sick leave, leaves of absence and unemployment insurance. All individuals characterized and treated by the Target Company as independent consultants or contractors or consultants are properly treated as independent contractors under all applicable Laws. All Except as required by applicable Law, all employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company pending, or to the Target CompanySeller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern consultant or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-employment related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action in the future that would trigger the WARN ActAct (excluding any actions taken after the Closing at the direction of Buyer).

Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules Schedule contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation rate, base wage rate, or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the material fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statementaccordance with GAAP) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions commissions, bonuses or bonusesfees. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and nor has not it been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five (5) years, any Union representing or, or to the Company’s Knowledge, purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor nor, to the Company’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no does not have a duty to bargain with any Union. (c) The Target Company is and has been in material compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth The Company is in Section 3.20(c)material compliance with and has complied with all immigration laws, there including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern consultant or independent contractor of the Target Company, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws. In the last five (5) years, no written or, to the Company’s Knowledge, oral allegations of sexual harassment have been made against (i) any executive officer of the Company or (ii) any employee of the Company with supervisory authority over other employees, consultants or independent contractors of the Company. (d) The Target Throughout the past five (5) years, the Company has complied with the WARN Act, and it has no plans to undertake not implemented any action that would trigger layoff of employees requiring advance notice under the WARN Act. (e) With respect to each Government Contract, the Company is and has been in material compliance with Executive Order No. 11246 of 1965 (“E.O. 11246”), Section 503 of the Rehabilitation Act of 1973 (“Section 503”) and the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (“VEVRAA”), including all implementing regulations. The Company maintains and complies with affirmative action plan(s) where required by, and in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. To the Company’s Knowledge, the Company is not, and has not been for the past five (5) years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 or VEVRAA. The Company has not been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor.

Employment Matters. (a) Section 3.20(a4.20(a) of the Disclosure Schedules contains a list of Schedule sets forth: (i) all persons who are employees, independent contractors or and consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, this Agreement; and sets forth for each such individual the following: (i) name; (ii) title the following information of all employees of the Company as of September 17, 2024: position held; principal place of employment; base compensation (whether salary or position (including whether full or part timehourly); (iii) annual bonus and/or commission opportunity; full-time or part-time status; and most recent hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in Company’s financial books and records) and, except as set forth on Section 4.20(a) of the Closing Working Capital Statement) and Disclosure Schedule, there are no outstanding agreements, understandings Contracts or commitments of to which the Target Company is a party with respect to any material compensation, commissions commissions, bonuses or bonusesfees. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five years, currently a party to, to or bound by, or negotiating by any collective bargaining agreement agreement, voluntary recognition agreement, works agreement, social plan or other Contract similar legally binding commitment with a any labor union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any similar employee representative group. As of the Target date hereof, there are no current written demands by any labor union seeking recognition as the legal bargaining representative of any employees of the Company. There is no, and, since the Relevant Date there has been no, labor strike, picketing, concerted work stoppage or slowdown, or material unfair labor practice charge before the National Labor Relations Board or any similar Governmental Authority pending or, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for threatened, against the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any UnionCompany. (c) The Target Since the Relevant Date, all individuals who have performed services for the Company is and has have been properly classified in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(ball material respects as: (i) of the Disclosure Schedules and 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 exempt 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as non-exempt under the Fair Labor Standards Act and all similar state or local Laws; and local wage and hour laws are properly classified(ii) an employee, non- employee or an independent contractor pursuant to all applicable Laws. Except as set forth in Section 3.20(c)Since the Relevant Date, there are no Actions against the Target Company pending, has not received written notice of any inquiry or to the Target Company’s Knowledge, threatened to be brought or filed, by or with audit from any Governmental Authority or arbitrator in connection with the employment of challenging any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Lawssuch classifications. (d) The Target Since the Relevant Date, the Company has complied with the WARN Act, and it has no plans to undertake any action prior to or on the Closing Date that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company other than insurance producers as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions commissions, bonuses or bonusesfees. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees, volunteers, interns, consultants and independent contractors of the Company, 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 absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth The Company is in Section 3.20(c)compliance with and has complied with all immigration laws, there including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company pending, or to the Target CompanySeller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws. (d) The Target Company has complied in all material respects with the WARN Act, and it has no plans to undertake any action in the future that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a) 3.19 of the Disclosure Schedules Schedule contains a list of all persons who are employees, independent contractors or consultants of the Target Company Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and bonuses, bonuses payable to all employees, independent contractors or consultants of the Target Company Business for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company Seller with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company Neither Seller is not, and has not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five (5) years, any Union representing or purporting to represent any employee of the Target Companya Seller, and, to the Target Company’s Sellers’ Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor to Sellers’ Knowledge has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company a Seller or any employees of its employeesthe Business. The Target Company Seller has no duty to bargain with any Union. (c) The Target Company Each Seller is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Business, 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 Target Company a Seller as consultants or independent contractors or consultants of the Business are properly treated as independent contractors under all applicable Applicable Laws. All employees of the Target Company Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company a Seller pending, or to the Target Company’s Sellers’ Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyBusiness, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-employment related matter arising under applicable Applicable Laws. (d) The Target Company Each Seller has complied in all material respects with the WARN Act, and it has no plans to undertake any action in the future that would trigger the WARN Act. (e) With respect to each Government Contract, each Seller is and has been in compliance in all material respects with Executive Order No. 11246 of 1965 (“E.O. 11246”), Section 503 of the Rehabilitation Act of 1973 (“Section 503”) and the Vietnam Era Veterans' Readjustment Assistance Act of 1974 (“VEVRAA”), including all implementing regulations. Each Seller maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. Each Seller is not, and has not been for the past five (5) years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 and VEVRAA. Seller has not been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor.

Employment Matters. (a) Section 3.20(aNeither Swiftcall E&S nor any Employee Benefit Plan (as such term is defined in ERISA) of maintained by Swiftcall E&S to which Swiftcall E&S has or has had the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence obligation to contribute in respect of any natureSwiftcall E&S employees is in violation of any provisions of Law; no reportable event, paid within the meaning of ERISA, ss. 4043(c)(1), (2), (3), (5), (6), (7) or unpaid(10), authorized or unauthorized, has occurred and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company is continuing with respect to any compensationsuch Employee Benefit Plan and no prohibited transaction, commissions within the meaning of Title I of ERISA, has occurred with respect to any such Employee Benefit Plan. No Employee Benefit Plan maintained by Swiftcall E&S is a Multiemployer Plan (as such term is defined in ERISA), is subject to Title IV of ERISA or bonusesprovides post-retirement medical, life insurance or other benefits except to the extent required to comply with the health care continuation coverage requirements of ERISA and the Code. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company is not, and has not been for the past five years, a party to, bound by, or negotiating any There are no collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), agreements applicable to any Swiftcall E&S employees and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company Swiftcall E&S has no duty to bargain with any Unionlabor organization with respect to any such persons. There is not pending any demand for recognition or any other request or demand from a labor organization for representative status with respect to any persons employed by Swiftcall E&S. There are no strikes, work stoppages, grievance proceedings, union organization efforts or other material controversies pending, or, to the knowledge of Swiftcall E&S, threatened and (i) any current or former employees of Swiftcall E&S or (ii) any union or other collective bargaining unit representing such employees. (c) The Target Company Schedule 3.17(c) contains a true and complete list of names, positions and rates of compensation of all directors, officers and employees of Swiftcall E&S or who is expected to be an employee as of the Closing Date showing each such person's name, position, and has annual remuneration, bonuses (except bonuses which have not been determined for the current fiscal year) and fringe benefits for the current fiscal year and the most recently completed fiscal year (which will also be in effect as of the Closing Date). With respect to any persons employed by Swiftcall E&S, to the knowledge of Swiftcall E&S, Swiftcall E&S is in compliance with the terms all Laws respecting employment conditions and practices, has withheld all amounts required by any applicable Laws to be withheld from wages or any Taxes or penalties for failure to comply with any of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Lawsforegoing. (d) The Target Company With respect to any persons employed by Swiftcall E&S, (i) Swiftcall E&S has complied with not engaged in any unfair labor practice within the WARN Actmeaning of the National Labor Relations Act or has violated any legal requirement prohibiting discrimination on the basis of race, color, national origin, sex, religion, age, marital status, or handicap in its employment conditions or practices; and it has (ii) there are no plans pending or, to undertake the knowledge of Swiftcall E&S, threatened unfair labor practice charges or discrimination complaints relating to race, color, national origin, sex, religion, age, marital status, or handicap against Swiftcall E&S before any action that would trigger Government Entity nor, to the WARN Actknowledge of Swiftcall E&S, does any basis therefor exist.

Employment Matters. (a) Section 3.20(a3.1.11(a) of the Company Disclosure Schedules Schedule contains a list of all persons who are employees, independent contractors or consultants employees of the any Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; and (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the any Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the any Target Company with respect to any compensation, commissions commissions, bonuses or bonusesfees. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the No Target Company is notis, and nor has not been for the past five three (3) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five three (3) years, any Union representing or purporting to represent any employee of the a Target Company, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the a Target Company or any of its their employees. The No Target Company has no a duty to bargain with any Union. (c) The Each Target Company (i) is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to respecting employment and employment practices, including all terms and conditions of employment, health and safety and wages and hours, and other Laws relating to discrimination, disability, labor relations, equal employment opportunitieshours of work, fair employment practicespayment of wages and overtime wages, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefitspay equity, immigration, wages, hours, overtime workers compensation, child labor, hiring, promotion and termination of employees, working conditions, meal employee scheduling, occupational safety and break periodshealth, privacyfamily and medical leave, health and safetyemployee terminations, workers’ compensationand has not received written or, leaves to the Knowledge of absence Company, oral notice that there is any pending Proceeding involving unfair labor practices against a Target Company, (ii) is not liable for any material past due arrears of wages or any material penalty for failure to comply with any of the foregoing, and (iii) is not liable for any material payment to any Governmental Entity with respect to unemployment insurance. All individuals characterized and treated by the Target Company as compensation benefits, social security or other benefits or obligations for employees, independent contractors or consultants (other than routine payments to be made in the ordinary course of business and consistent with past practice). There are properly treated as no Proceedings pending or, to the Knowledge of Company, threatened against a Target Company brought by or on behalf of any applicant for employment, any current or former employee, any Person alleging to be a current or former employee, or any Governmental Entity, relating to any such Law or regulation, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (d) Section 3.1.11(d) of the Company Disclosure Schedule contains a list of all independent contractors under all applicable Laws. All employees (including consultants) currently engaged by any Target Company, along with the position, the entity engaging such Person, date of the Target Company classified as exempt under the Fair Labor Standards Act retention, date of expiration and state rate of remuneration, most recent increase (or decrease) in remuneration and local wage and hour laws are properly classifiedamount thereof, for each such Person. Except as set forth in on Section 3.20(c)3.1.11(d) of the Company Disclosure Schedule, there all of such independent contractors are no Actions against the Target Company pending, or a party to the a written Contract with a Target Company’s Knowledge. Except as set forth on Section 3.1.11(d) of the Company Disclosure Schedule, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or each such independent contractor has entered into customary covenants regarding confidentiality, non-solicitation and assignment of the inventions and copyrights in such Person’s agreement with a Target Company, including, without limitation, any claim relating a copy of which has been provided to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable LawsBuyer by Company. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(aSchedule 4.14(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants Employees of the Target Company Seller who provide services predominantly to the Business or is employed by a Purchased Subsidiary as of the date hereof, including any employee Employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; , (iv) current annual base compensation rateif currently inactive, the type of leave of absence; (v) commission, bonus classification as exempt or other incentivenon-based compensationexempt; (vi) work location; (vii) severance entitlements (if any); and (viviii) a description salary or hourly rate. Each employee classified by the Seller as exempt earns in excess of the fringe benefits provided to minimum salary threshold for exemption and each such individual as non-exempt employee earns in excess of the date hereofapplicable minimum wage. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all All compensation, including wages, commissions salaries, wage premiums, fees, commissions, and bonuses, bonuses payable to all current and former employees, independent contractors contractors, consultants or consultants other service providers of the Target Company for services performed on Business to which they are entitled to under applicable Law or prior to the date hereof Contract have been paid in full (full, and no material fines, taxes, interest, or accrued other penalties are owed for any failure to pay or delinquency in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any paying such compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) of Seller and the Disclosure Schedules, the Target Company is Purchased Subsidiaries are not, and has have not been for the past five three (3) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”)) relating to the Business, and there is not, and has not been for the past five three (3) years, any Union representing or purporting to represent any employee of the Target CompanyBusiness, and, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought sought, or has threatened to, to organize employees of the Business for the purpose of collective bargaining. Except as set forth in Section 3.20(bFor the past three (3) of the Disclosure Schedules, years there has never not been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Seller, its Subsidiaries or any employees of its employeesthe Business. The Target Company Seller has no duty to bargain with any UnionUnion with respect to the Business. (c) The Target Company is For the past three (3) years Seller and has the Purchased Subsidiaries are and have been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment employment, labor, and employment practicespractices to the extent they relate to the Business, 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, wages and hours, overtime compensation, human rights, redundancy, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence absence, layoffs, immigration, vacation accrual and payout and calculation of holiday pay, and unemployment insurance. All individuals characterized and treated by the Target Company Seller as consultants or independent contractors or consultants are of the Business are, and during the past three (3) years have been, properly treated as independent contractors under all applicable Laws. All employees of the Target Company Employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are are, and during the past three (3) years have been, properly classifiedclassified in all material respects. Except as set forth There are, and in Section 3.20(c)the past three (3) years have been, there are no Actions Legal Proceedings against Seller or any of the Target Company Purchased Subsidiaries pending, or to the Target CompanySeller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern consultant or independent contractor of the Target CompanyBusiness, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-employment related matter arising under applicable Laws. (d) The Target Company Within the past three (3) years, neither the Seller nor any of its Subsidiaries has complied with implemented any employee layoffs (other than terminations for cause) or plant closures that did or could give rise to notice or payment obligations under the Worker Adjustment and Retraining Notification Act of 1988, 29 U.S.C. § 2101, et seq., as amended, or any similar foreign, state or local Law (collectively, the “WARN Act”), and it no such activities have been announced or are planned. Schedule 4.14(d) sets forth a list of employee layoffs, by date and location, implemented by each of the Seller and its Subsidiaries in the 90-day period preceding the date hereof, excluding termination for cause. (e) Other than those Persons listed in Schedule 4.14(a) of the Disclosure Schedules there is no other person employed or engaged or otherwise working in or providing services to the Purchased Subsidiary. (f) No actual, proposed or negotiated alterations to the terms of employment or engagement of any UK Employee or offers of employment or engagement have been made or agreed in the last twelve months which have not yet taken effect. (g) There are no disputes, claims or litigation existing or outstanding, or to the Knowledge of Seller, threatened by any current or former UK Employee or their representatives or any consultant or former consultant and to the Knowledge of Seller, there is no fact or matter in existence which can reasonably be foreseen as likely to give rise to any Legal Proceeding against any Purchased Subsidiary for an employment related matter. (h) The Purchased Subsidiaries are not a party to, bound by or proposing to introduce any redundancy payment scheme in addition to UK statutory redundancy pay, nor is there any agreed practice, policy or procedure for redundancy selection or redeployment and neither has no plans the Purchased Subsidiary adopted any custom or practice of making such payments, for redundancy selection or any redeployment procedure. (i) Schedule 4.14(i) contains full details of the terms of employment of any UK Employee following any relevant transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended) in the last two years to undertake which the Seller and/or the Purchased Subsidiary has been a party. The Seller and/or the Purchased Subsidiaries have not made any action that would trigger changes to the WARN Actterms and conditions of employment of such employees. (j) In this paragraph “Pension Scheme” means the Standard Life Pension Scheme:

Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereofApril 6, 2018, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensationcompensation paid with respect to 2017 or accrued with respect to 2018; and (vi) a description of the fringe benefits provided to each such individual as of the date hereofexempt or non-exempt status. Except as set forth in Section 3.20(a3.21(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses). (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five yearssince inception, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearssince inception, any Union representing or or, to the Company’s Knowledge, (i) purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, and (ii) no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been all material respects in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, and it has no plans the Company does not have any Knowledge of any actions by its Members, employees, contractors and/or consultants since inception that could reasonably be expected to undertake any action that would trigger the WARN Actconstitute such practices.

Employment Matters. (a) Section 3.20(a3.18(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate, including annual salary for employees paid by salary and hourly rate of pay for employees paid by the hour; (v) status as an exempt or non-exempt employee; (vi) commission, bonus or other incentive-based compensation; and (vivii) a description of the fringe benefits provided to each such individual as of the date hereof, including, without limitation, accrued, unused paid time off. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, overtime, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five yearsnever been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsnever been, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no . No Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) , and no certification question, demand for recognition, representation proceedings or other unionization activities exists or has existed with respect to any employees of the Disclosure Schedules, there Company. There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employeesemployees or any grievances, arbitrations, claims of unfair labor practices or other collective bargaining disputes or arbitrations pending or threatened against the Company. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Company, including all Laws relating to labor relations, employment, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, occupational safety, terms and conditions of employment, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, tax withholding, tax payment, pay equity, privacy, health and safety, workers’ ' compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company pending, or to the Target Company’s 's Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator arbitration entity in connection with the employment of or arising from any current or former applicant, employee, consultant, volunteer, intern consultant or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Laws. (d) The Target Company has not, since January 1, 2009, effectuated: (i) any “plant closing” (as defined in the WARN Act or any similar state, local or foreign Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company; (ii) any “mass layoff” (as defined in the WARN Act or any similar state, local or foreign Law) affecting any site of employment or facility of the Company; or (iii) reduced hours in a manner to trigger the WARN Act or any similar state, local or foreign Law. The Company has complied with the WARN Act, and it has no plans to undertake any action in the future that would trigger the WARN Act. (e) To the Company’s Knowledge, no service provider of the Company is in violation of any written agreement with a former employer or other entity relating to the disclosure or use of trade secrets or proprietary information. To the Company’s Knowledge, no employee or group of employees plans to terminate employment with the Company. (f) There are no material Liabilities, whether contingent or absolute, of the Company relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Benefit Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid.

Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons individuals who are employees, independent contractors or consultants of the Target a Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) the amount(s) of commission, bonus or other incentive-based compensationcompensation the individual is eligible to receive pursuant to any written agreement, or, if the individual is not party to any such written agreement, then such amount(s) paid during the most recently completed fiscal year; (vi) accrued unused vacation with respect to union employee of the Companies as of September 8, 2012; and (vivii) a description accrued paid time off with respect to non-union employees of the fringe benefits provided to each such individual Companies as of the date hereofSeptember 8, 2012. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and bonuses, due and payable to all employees, independent contractors or consultants of the Target a Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target either Company with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) of the Disclosure SchedulesNeither Company is, the Target Company is not, and or has not been for the past five three years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five three years, any Union representing or purporting to represent any employee of the Target either Company, and, to the Target Company’s Sellers’ Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of There has not been during the Disclosure Schedules, there has never beenpast three years, nor to the Knowledge of Sellers has there been during the past three years any threat of, any material strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar material labor disruption or dispute affecting the Target Company or any of its employeeseither Company. The Target Neither Company has no any duty to bargain with any Union. (c) The Target Company is Companies are, and has have been for the past five years, in material compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no material Actions against the Target either Company pending, or to the Target Company’s Sellers’ Knowledge, threatened to be brought or filed, by or with any court, Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern consultant or independent contractor of the Target either Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-employment related matter arising under applicable Laws. (d) The Target Company has Companies have complied in all material respects with the WARN Act, Act and it has no plans to undertake any action that would trigger the WARN Actcomparable state law.

Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Group as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, and other than amounts accrued between payroll dates in the ordinary course of business, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company Group for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Estimated Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company Group with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the The Target Company Group is not, and has not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five (5) years, any Union representing or purporting to represent any employee of the Target CompanyCompany Group, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or within the past five (5) years has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(bWithin the past five (5) of the Disclosure Schedulesyears, there has never not been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Group or any of its employees. The Target Company Group has no duty to bargain with any Union. (c) The Target Company is Group is, and within the past three (3) years has been been, in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 Target Company Group as independent contractors or consultants are properly treated as independent contractors under in material compliance with all applicable Laws. All employees of the Target Company Group classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in compliance in all material respects with such Laws. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company Group pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyCompany Group, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Laws. (d) The Within the past three (3) years, the Target Company Group has complied in all material respects with the WARN Act, and it has no plans to undertake any action in the future that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a4.19(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company each of Mission US and MM Inc as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company Mission US or MM Inc for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained full, other than any payments to be made thereto in the Closing Working Capital Statement) ordinary course of business (e.g., payroll), and there are no outstanding agreements, understandings or commitments of the Target Company Mission US or MM Inc with respect to any compensation, commissions commissions, bonuses or bonuses. fees. (b) Except as set forth in Section 3.20(b) Each of the Disclosure Schedules, the Target Company Mission US and MM Inc is not, and has not been for the past five yearsnever been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “"Union”"), and there is not, and has not been for the past five yearsnever been, any Union representing or purporting to represent any employee of the Target CompanyMission US or MM Inc, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Mission US, MM Inc, or any of its their respective employees. The Target Company has Mission US and MM Inc have no duty to bargain with any Union. . - 33 - (c) The Target Company Each of Mission US and MM Inc is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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, independent contractor classification, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ ' compensation, leaves of absence absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company Mission US and MM Inc as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Mission US or MM Inc classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth Each of Mission US and MM Inc is in Section 3.20(c)compliance with and has complied with all immigration laws, there including From I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company Mission US or MM Inc pending, or to the Target Company’s any Seller's Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyMission US or MM Inc, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company SLG as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company SLG for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Adjusted Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company SLG with respect to any compensation, commissions commissions, bonuses or bonusesfees. (b) Except as set forth in Section 3.20(b) None of the Disclosure Schedules, the Target Company employees of SLG are represented by a labor union with respect to their employment with SLG. SLG is not, and has not been for the past five ten (10) years, a party to, or bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any . No Union representing or purporting to represent represents any employee or group of the Target Companyemployees of SLG, and, nor has been recognized to the Target Companydo so. To SLG’s Knowledge, no Union or group of employees is engaged in or seeking to be engaged in collective bargaining or other union organizing activity with respect to the employees of SLG, and to SLG’s Knowledge no such activity has sought to organize employees for occurred in the purpose of collective bargainingpast ten years. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, There is not pending nor has there been any threat offor the past ten (10) years, any labor strike, work slowdown, work stoppage, lockout, concerted refusal to work overtime overtime, or other similar material labor disruption or dispute affecting the Target Company or with respect to any group of its SLG employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been Except as set forth in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b3.21(c) of the Disclosure Schedules and all applicable Schedules, SLG is not a defendant, respondent, or party to any pending Action alleging that SLG and/or any officer, director, member, employee, or agent has violated any 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 absence, and unemployment insurancepaid sick leave. All individuals characterized and treated by the Target Company SLG has no workers who are classified as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. contractors. (d) All employees of the Target Company SLG classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except SLG has not received any claim, threatened claim, notice, or allegation in any form from any former employee or any Governmental Authority that any employee classified as set forth in Section 3.20(c)exempt has been classified incorrectly as a matter of applicable Law. (e) SLG has complied with the WARN Act; (f) To SLG’s Knowledge, there are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern consultant or independent contractor of the Target CompanySLG, includingincluding any charge, without limitation, any investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, or any other employment-employment related matter arising under applicable Laws. (dg) The Target Company Each employee of SLG hired after November 8, 1986, and employed in the United States, has completed and SLG has retained an Immigration and Naturalization Service Form I-9 in accordance with applicable rules and regulations. No current employee of SLG is (a) a non-immigrant employee whose status would terminate or otherwise be affected by the transaction consummated under this Agreement or (b) an alien who is authorized to work in the United States in non-immigrant status. SLG has not received notice or other communication from any Governmental Authority regarding any unresolved violation or alleged violation of any applicable Law relating to the hiring, recruiting, employing of (or continuing to employ) anyone who is not legally authorized to work in the United States. (h) Throughout the past five (5) years, SLG has not engaged in any plant closing, mass layoff, workforce reduction or other action that has resulted or could result in liability under the WARN Act or any similar state or local Law addressing advance notice of any plant closing, mass layoff, or workforce reduction and has not issued any notice that any such action is to occur in the future. SLG does not have any current plans to engage in a plant closing, mass layoff, or other action requiring the issuance of any notice pursuant to any applicable federal or state WARN Act within ninety (90) days after the execution of this Agreement. (i) With respect to each Government Contract, SLG is and has been in compliance in all material respects with all applicable Contract requirements relating to workers, including state and federal executive orders such as Executive Order No. 11246 of 1965 (“E.O. 11246”), Section 503 of the Rehabilitation Act of 1973 (“Section 503”) and the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (“VEVRAA”), including all implementing regulations. SLG maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. SLG is not, and has not been for the past five years, the subject of any audit, investigation or enforcement Action by any Governmental Authority in connection with any Government Contract or related compliance with any applicable Contract requirements relating to workers, including all state and federal executive orders, E.O. 11246, Section 503 or VEVRAA. SLG has not been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor. SLG is in compliance with and has complied with the WARN Actall immigration laws, and it has no plans to undertake including any action that would trigger the WARN Actapplicable mandatory E-Verify obligations.

Employment Matters. (a) Section 3.20(a4.22(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants employees of the Target Company Seller or the UK Subsidiary who perform services used in or necessary for the conduct of the Business (“Business-Related”) as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and commissions, bonuses, payable fees, unpaid vacation or paid time off and other compensation to all employees, independent contractors or consultants of the Target Company Business-Related employees for services performed on or prior to the date hereof have been paid in full (or accrued will be paid in full on the audited balance sheet contained in the Closing Working Capital Statement) prior to Closing, and there are no outstanding agreements, understandings or commitments of Seller or the Target Company UK Subsidiary with respect to any compensation, commissions commissions, bonuses or bonusesfees. (b) Except as set forth in Section 3.20(b4.22(b) of the Disclosure Schedules, Seller and the Target Company is UK Subsidiary are not, and has have not been for the past five three (3) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five three (3) years, any Union representing or purporting to represent any employee of Seller or the Target CompanyUK Subsidiary, and, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b4.22(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting Seller, the Target Company UK Subsidiary or any of its Business-Related employees. The Target Company has Seller and the UK Subsidiary have no duty to bargain with any Union. (c) The Target Company is Seller and has the UK Subsidiary, as applicable, are and have been in material compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b4.22(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices and terms and conditions of employment and to the extent they relate and are applicable to Business-Related employees, consultants and independent contractors, including to the extent applicable 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, Fair Labor Standards Act (“FLSA”) compliance, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence absence, paid sick leave, record keeping and retention, payroll documents, the payment of employee welfare and retirement benefits, the full payment of all required social security contributions and taxes and unemployment insurance. All Business-Related individuals characterized and treated by Seller and the Target Company UK Subsidiary as consultants or independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All Business-Related employees of the Target Company Seller classified as exempt under the Fair Labor Standards Act FLSA and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth Seller and the UK Subsidiary are in Section 3.20(c)compliance with and have complied with all applicable immigration laws, there including to the extent applicable Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against Seller or the Target Company UK Subsidiary pending, or to the Target CompanySeller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment or termination of any current or former Business-Related applicant, employee, consultant, volunteer, intern or independent contractor of the Target Companycontractor, including, to the extent applicable, without limitation, any claim actions, suits, claims, investigations or other legal proceedings relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, FLSA compliance, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, record keeping and retention, payroll documents, the payment of employee welfare and retirement benefits, the full payment of all required social security contributions and taxes, unemployment insurance or any other employment-employment related matter arising under applicable Laws. (d) The Target Company Seller has complied with any applicable notice requirements and other provisions of the WARN ActAct and or any similar state Law regarding “employee losses”, “plant closings” or “mass layoffs” as defined in the Law, and it has no plans to undertake any action further that would trigger the WARN ActAct whether in connection with this Agreement or otherwise. (e) To Seller’s Knowledge, no Business-Related employee, consultant or independent contractor, or group of such individuals, and specifically no Business Employee identified in Section 6.06(a) of the Disclosure Schedules, intends to terminate his or her relationship with the Seller or the UK Subsidiary except as contemplated under Section 6.06(a) in connection with Seller’s termination of, and Buyer’s employment of, Business Employees effective as of the Closing Date.

Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules hereto contains a list of all persons who are employees, independent contractors or consultants of the Target Company Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereofClosing Date. Except as set forth in Section 3.20(a) As of the Disclosure Schedules, as of the date hereofeffective date, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company Business for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company HHE with respect to any compensation, commissions commissions, bonuses or bonusesfees. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company HHE is not, and has not been for the past five two (2) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five two years, any Union representing or purporting to represent any employee of the Target CompanyHHE, and, to the Target Company’s KnowledgeKnowledge of HHE, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company HHE or any employees of its employeesthe Business. The Target Company HHE has no duty to bargain with any Union. (c) The Target Company HHE is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(bSchedule 2.24(c) of the Disclosure Schedules attached hereto and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees, volunteers, interns, consultants and independent contractors, 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 absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company HHE as consultants or independent contractors or consultants of the Business are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth HHE is in Section 3.20(c), there compliance with and has complied with all immigration laws including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company HHE pending, or to the Target Company’s KnowledgeKnowledge of HHE, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern inter or independent contractor of the Target CompanyBusiness, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws. (d) The Target Company HHE has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act. (e) With respect to each Government Contract, HHE is and has been in compliance in all material respects with Executive Order No. 11246 of 1965 (“E.O. 11246”), Section 503 of the Rehabilitation Act of 1973 (“Section 503”) and the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (“VEVRAA”), including all implementing regulations. HHE maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. HHE is not, and has not been for the past two years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 or VEVRAA. HHE has not been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor. HHE is in compliance with and has complied with all immigration laws, including any applicable mandatory E-Verify obligations.

Employment Matters. (a) Section 3.20(a4.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a4.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company Business for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company Seller with respect to any compensation, commissions commissions, bonuses or bonusesfees. (b) Except as set forth in Section 3.20(b4.20(b) of the Disclosure Schedules, the Target Company Seller is not, and has not been for the past five six years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five six years, any Union representing or purporting to represent any employee of the Target CompanySeller, and, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b4.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Seller or any employees of its employeesthe Business. The Target Company Seller has no duty to bargain with any Union. (c) The Target Company Seller is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b4.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees, consultants and independent contractors of the Business, 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 absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company Seller as consultants or independent contractors or consultants of the Business are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Seller is in compliance with and has complied with all immigration laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. Except as set forth in Section 3.20(c4.20(c), there are no Actions against the Target Company Seller pending, or to the Target CompanySeller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyBusiness, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a4.16(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, bonuses payable to all employees, independent contractors or consultants of the Target Company Business for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company Sellers with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company No Seller is not, and has not been for the past five years, a party to, or is bound by, or negotiating any collective bargaining agreement or other Contract agreement with a union, works council or labor organization representing any of the Employees. No Employee is represented by a labor union and to Sellers’ Knowledge no petition has been filed or proceedings instituted by any Employee or group of Employees with any labor relations board seeking recognition of a bargaining representative. (collectivelyc) Since January 1, “Union”)2012, and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, andnor, to the Target Company’s Sellers’ Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime overtime, or other similar labor disruption activity or dispute affecting the Target Company or Sellers and any of its employees. The Target Company has no duty to bargain with any Uniontheir Employees. (cd) The Target Company is Sellers are, and has been during the past three (3) years have been, in compliance compliance, in all material respects, with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to the Employees, including all Laws relating to labor relationswages and hours and the classification and payment of employees and independent contractors. During the past three (3) years, 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 the Business has not incurred any material liability arising from the misclassification 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 Target Company employees as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All and/or from the misclassification of employees of the Target Company classified as exempt under from the requirements of the Fair Labor Standards Act and or similar state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Laws. (de) The Target Company has complied True and complete information as to the name, current job title and compensation of all current regional and unit managers of the Business and any other members of management transferring with the WARN ActBusiness has been provided to Buyer. To Sellers’ Knowledge, and it no such manager or other member of management or any group employees of the Business has no plans given written notice of termination of employment or of intent to undertake terminate employment within the next twelve (12) months. No regional or unit manager is employed under a non-immigrant work visa or other work authorization that is limited in duration. The Business has not, during the ninety (90) day period prior to the date hereof, taken any action that would trigger constitute a “Mass Layoff” or “Plant Closing” within the meaning of the WARN ActAct or similar state Law.

Employment Matters. (a) Section 3.20(a4.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part timepart-time and whether exempt or non-exempt); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits (including but not limited to accrued but unused PTO) provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a4.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company Business for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company Seller with respect to any compensation, commissions commissions, bonuses or bonusesfees. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company Seller is not, and has not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”)) which represents any employees of the Business, and there is not, and has not been for the past five (5) years, any Union representing or purporting to represent any employee of the Target CompanyBusiness, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees of the Business for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Seller or any employees of its employeesthe Business. The Target Company Seller has no duty to bargain with any UnionUnion regarding any employee of the Business. (c) The Target Company Seller is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b4.20(c) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees, volunteers, interns, consultants and independent contractors of the Business, 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 absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company Seller as consultants or independent contractors or consultants of the Business are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth Seller is in Section 3.20(c)compliance with and has complied with all immigration laws, there including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company Seller pending, or to the Target CompanySeller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyBusiness, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws. (d) The Target Company Seller has complied in all material respects with the WARN Act, and it has no Seller does not have any plans to undertake any action in the future that would trigger the WARN Act. (e) Except as disclosed in Section 4.20(e) of the Disclosure Schedules, Seller is not a party to a Government Contract. Seller has not been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor. Seller is in compliance with and has complied with all immigration laws, including any applicable mandatory E-Verify obligations.

Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants 22.1 No member of the Target Company as of the date hereof, including any employee who Group is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: party (i) name; to any consultancy agreements or arrangements with any person nor to any contract for services to be provided to any member of the Target Group by any individual as a sub-contractor, outworker or otherwise where the consideration paid under the agreement or arrangement or contract for services exceeds L.25,000 nor (ii) title to any written service agreements with any of its directors. 22.2 There are no contracts of service with employees (whether or position (including whether full or part time); (iiinot in writing) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) which cannot be terminated by a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants member of the Target Company Group by three months' notice or less without giving rise to any claim for services performed on damages or compensation (other than a statutory redundancy payment or statutory compensation for unfair dismissal) and no member of the Target Group has given or received notice of resignation from any of the employees. 22.3 Save as set out in the schedule of employees attached to the Disclosure Letter: 22.3.1 no member of the Target Group has any employees with an annual salary in excess of L.25,000; 22.3.2 there are no material terms and conditions of employment for any employee other than Target Group's written standard terms and conditions of employment as annexed to the Disclosure Letter; and true, complete and accurate particulars of each employee's current remuneration, date of commencement of continuous employment (for the purposes of the Employment Protection (Consolidation) Act 1978) appear in that schedule together with such employee's age and sex as notified to the relevant company. 22.4 No member of the Target Group has offered or agreed to increase the remuneration of, or altered or sought to alter any of the terms and conditions of employment of, any employee compared to those shown in the schedule to the Disclosure Letter. 22.5 There are no trade unions or other bodies representing employees or any of them and no member of the Target Group recognises any trade union or other body representing employees or any of them. 22.6 There has been no strike or work to rule by any employee or collective withdrawal of labour by more than five employees for the purposes of industrial action within the 2 years prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of this Agreement. 22.7 No member of the Target Company Group has within the period of 12 months preceding the date of this Agreement given notice of any redundancies to the Secretary of State or started consultations with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) appropriate representative under the provisions of Part IV of the Disclosure SchedulesTrade Union and Labour Relations (Consolidation) Act 0000, the Target Company is not, and xxr has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee member of the Target Company, and, Group failed to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargainingcomply with such obligation under that Part. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees 118 119 22.8 No member of the Target Company classified Group has within the period of 12 months preceding the date of this Agreement been a party to any relevant transfer as exempt under defined in the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with Transfer of Undertakings (Protection of Employment) Regulations 1981 nor has any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor member of the Target Company, including, without limitation, Group failed to comply with any claim relating duty to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage inform and hours or consult any other employment-related matter arising appropriate representative under applicable Lawsthe said Regulations. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Companies as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a3.21(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company Companies for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company Companies with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) of the Disclosure SchedulesNo Company is, the Target Company is not, and nor has not been for the past five yearsever been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsever been, any Union representing or purporting to represent any employee of the Target CompanyCompanies, and, and to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b3.21(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Companies or any of its their employees. The Target Company has Companies have no duty to bargain with any Union. (c) The Target Company is Except as set forth in Section 3.21(c) of the Disclosure Schedules, the Companies are and has have been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicesemployment, 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 Target Company Companies as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Companies classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c)3.21(c) of the Disclosure Schedules, there are no Actions against the Target Company Companies pending, or to the Target CompanySeller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern intern, or independent contractor of the Target CompanyCompanies, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-employment related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a3.21(a) of the Company Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereofClosing, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a3.21(a) of the Company Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses. Further, the Company and SRAX represent and warrant that all employees and consultants have been properly characterized and all taxes related thereto have been fully paid. (b) Except as set forth in Section 3.20(b3.21(b) of the Company Disclosure Schedules, the Target Company is not, and has not been for the past five three (3) years, a party to, bound by, or negotiating any collective bargaining agreement or other Material Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five three (3) years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b3.21(b) of the Company Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Material Contracts listed on Section 3.20(b3.21(b) of the Company Disclosure Schedules and in material compliance with all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Company, 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c3.21(c), there are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (a) Section 3.20(a3.21(a) of the Company Disclosure Schedules contains a list of all natural persons who are employees, employees of or individual independent contractors or consultants of to the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and such section of the Company Disclosure Schedules sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; and (v) a description of any commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital StatementCompany’s accounting books and records), and, except as set forth on Section 3.21(a) and of the Company Disclosure Schedules, there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five three (3) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five three (3) years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws, except for instances of non-compliance (if any) that would not, individually or in the aggregate, give rise to material Liability to the Company or Parent. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern consultant or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Laws. (d) The Target Company has complied with the WARN ActAct to the extent applicable to the Company and its activities, and it has no plans to undertake any action in the future that would trigger Company liability under the WARN Act.. AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

Employment Matters. (a) Section 3.20(a) Schedule 3.16 lists the name, date of the Disclosure Schedules contains a list hire and/or appointment and current annual salary, commissions, allowances or wage rates, along with any arrangement to increase such annual salary, commissions, allowances or wage rates, of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; each present director and officer, and (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commissioneach employee of Seller whose employment is not subject to the union certification and collective agreement referred to in Schedule 3.16, bonus or other incentive-based compensation; and (vi) together with a description statement of the fringe benefits provided to each such individual as nature of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonusesrendered. (b) Through the Closing Date, Seller shall make all statutory contributions in respect of its employees including, without limitation, employment insurance premiums, Canada Pension Plan and income tax remittances, and workers’ compensation premiums and assessments, and all employee benefit payments. (c) Except as set forth in Section 3.20(bdisclosed on Schedule 3.16: (i) of the Disclosure Schedules, the Target Company Seller is not, and has not been for the past five years, a party to, bound by, or negotiating to any collective bargaining agreement or other Contract contract or agreement with a union, works council or any labor organization or other representative of any of its employees nor is any such contract or agreement presently being negotiated; (collectivelyii) There are no applications, “Union”)complaints, grievances, charges or other proceedings brought by or affecting employees of Seller which are material individually or in the aggregate and no such matters have been threatened to the knowledge of Seller, the Shareholder and each of the Principals; (iii) there is notno labor dispute, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime human rights code violation, employment standards violation or other similar material labor disruption controversy in existence, or dispute affecting to the Target Company or any knowledge of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is Seller, the Shareholder and has been in compliance with the terms each of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicesPrincipals, including all Laws relating to labor relationsthreatened against or otherwise affecting Seller and, 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except except as set forth in Section 3.20(c)Schedule 3.16, there are no Actions against Seller has not experienced any such labor controversy within the Target Company pendingpast five years; (iv) except as set forth in Schedule 3.16, Seller has paid in full, or accrued in its financial books and records, to all employees of Seller, all wages, salaries, vacation pay entitlements, commissions, bonuses, benefits and other compensation due to such employees or otherwise arising under any policy, practice, agreement, plan, program, statute or other law; (v) Seller is not liable for any severance pay or other payments to any employee or former employee arising from the Target Company’s Knowledgetermination of employment, threatened to be brought and Buyer will not have any liability under any benefit or filedseverance policy, by practice, agreement, plan, or with program or under any Governmental Authority or arbitrator applicable law, except in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor Hired Employees engaged as a result of the Target Companytransactions contemplated by this Agreement; (vi) Save and except for seasonal layoffs in the ordinary course of business, includingSeller has not closed any plant or facility, without limitationeffectuated any layoffs of employees or implemented any early retirement or separation program within the past five years, nor has Seller planned or announced any claim relating such action or program for the future; (vii) Within six (6) months prior to unfair labor practicesthe date of this Agreement, Seller has not effectuated a “group termination” as defined in Provincial employment discrimination, harassment, retaliation, equal pay, wage and hours standards legislation or any comparable legislation in other employment-related matter arising under applicable Lawsjurisdictions in which the Business is carried on, affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Seller; and (viii) To the knowledge of Seller, the Shareholder and each of the Principals, subject to circumstances beyond the control of Seller, the services of all essential employees of Seller will continue to be available on the same terms and at the same locations for the continuation of the Business of Seller after consummation of the transactions contemplated hereby. (d) The Target Company Seller has complied given all notices required by law and any applicable collective agreements with respect to the WARN Acttransactions contemplated hereby and undertakes to indemnify the Buyer with respect to any claims, and it has no plans rulings or judgments arising by reason of failure to undertake give any action that would trigger the WARN Actrequired notice.

Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains Target has provided a true and accurate list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions commissions, bonuses or bonusesfees. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the The Target Company is not, and has not ever been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “"Union”"), and there is not, and has not ever been for the past five years, any Union representing or purporting to represent any employee of the Target CompanyTarget, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The To the Target’s Knowledge, the Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 absence, paid sick leave and unemployment insurance. All to the Target's Knowledge all individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All To the Target’s Knowledge, all employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth The Target is in Section 3.20(c)compliance with and has complied with all immigration laws, there including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company pending, or to the Target Company’s Target's Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyTarget, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers' compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules Schedule contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a3.21(a) of the Disclosure SchedulesSchedule, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b3.21(b) of the Disclosure SchedulesSchedule, the Target Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Sellers' Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b3.21(b) of the Disclosure SchedulesSchedule, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b3.21(b) of the Disclosure Schedules Schedule and 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c3.21(c), there are no Actions against the Target Company pending, or to the Target Company’s Sellers’ Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-employment related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, Act and it has no plans to undertake any action in the future that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a6.18(a) of the TMG Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company TMG Group for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company TMG Group with respect to any compensation, commissions commissions, bonuses or bonusesfees, other than any payments to be made thereto in the ordinary course of business (e.g., payroll). (b) Except as set forth in Section 3.20(b6.18(b) of the TMG Disclosure Schedules, the Target Company each TMG Group member is not, and has not been for the past five yearsnever been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsnever been, any Union representing or purporting to represent any employee of the Target CompanyTMG Group, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company TMG Group or any of its respective employees. The Target Company TMG Group has no duty to bargain with any Union. . (c) The Target Company Except as set forth in Section 6.18(c) of the TMG Disclosure Schedules, TMG Group is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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, independent contractor classification, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ ' compensation, leaves of absence absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company TMG Group as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company TMG Group classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth TMG Group is in Section 3.20(c)compliance with and has complied with all immigration laws, there including From I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company pendingTMG Group pending or, or to the Target Company’s KnowledgeKnowledge of Buyer or TMG, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyTMG Group, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a4.16(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company Business for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company Bloxbiz with respect to any compensation, commissions commissions, bonuses or bonusesfees. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company Bloxbiz is not, and has not been for since the past five yearsIncorporation Date, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “"Union”"), and there is not, and has not been for since the past five yearsIncorporation Date, any Union representing or purporting to represent any employee of the Target CompanyBloxbiz, and, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has There have never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Bloxbiz or any employees of its employeesthe Business. The Target Company Bloxbiz has no duty to bargain with any Union. (c) The Target Company Bloxbiz is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees, volunteers, interns, consultants and independent contractors of the Business, 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 absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company Bloxbiz as consultants or independent contractors or consultants of the Business are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth Bloxbiz is in Section 3.20(c)compliance with and has complied with all immigration laws, there including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company Bloxbiz pending, or to the Target Company’s Seller's Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyBusiness, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers' compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Purchased Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and commissions, bonuses, fees and other compensation payable to all employees, independent contractors or consultants of the Target Company Purchased Business for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company a Seller with respect to any compensation, commissions commissions, bonuses or bonusesfees. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company is notNo Seller is, and has not been for the past five ten (10) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five ten (10) years, any Union representing or purporting to represent any employee of the Target Companya Seller, and, to the Target Companyeach Seller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company a Seller or any employees of its employeesthe Purchased Business. The Target Company has Sellers have no duty to bargain with any Union. (c) The Target Company Each Seller is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees, consultants and independent contractors of the Purchased Business, 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 absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company a Seller as consultants or independent contractors or consultants of the Purchased Business are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Purchased Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Each Seller is in compliance with and has complied with all immigration laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. Except as set forth in Section 3.20(c), there are no Actions against the Target Company a Seller pending, or to the Target Companyeach Seller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyPurchased Business, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws. (d) The Target Company Each Seller has complied with the WARN Act, and it each Seller has no plans to undertake any action in the future that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(aTo the extent permitted by applicable Legal Requirements, Schedule 3.7(a)(i) of hereto sets forth with respect to each employee employed by the Disclosure Schedules contains a list of all persons who are employeesCompany or the Company Subsidiaries (together, independent contractors or consultants of the Target Company “Operating Companies”) as of the date hereofof this Agreement, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: employee’s (i) name; , (ii) title or position (including whether full or part time); date of hire, (iii) hire date; job title, (iv) current annual base compensation rate; salary (or wages, as applicable), (v) commission2015 bonus, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each location where such individual employee performs services for the Operating Companies, (vii) classification as of the date hereofexempt or non-exempt under wage-and-hour Legal Requirements and (vii) current status (active or inactive and full-time or part-time). Except as set forth in Section 3.20(aSchedule 3.7(a)(ii) hereto, the employment of each such employee employed by the Operating Companies is “at will” and may be terminated at any time without notice or penalty, and no current or former employee is indebted to any of the Disclosure SchedulesEntities. Holding has no consultants or employees and has not engaged or employed any consultants or employees at any time from December 31, as of 2012, through the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) Neither Holding nor any of the Disclosure Schedules, the Target Company is not, and Operating Companies has not been for the past five years, a party to or subject to, bound byor is currently negotiating in connection with entering into, or negotiating any collective bargaining agreement or other Contract agreement with a any labor union, works council or labor organization (collectively, “Union”)organization, and there is notno labor unions, and has not been for works councils or other labor organizations have represented, purported to represent or, to the past five yearsKnowledge of Holding, any Union representing or purporting attempted to represent any employee of any of the Target CompanyOperating Companies in their capacity as such. In addition, and(i) there are no representation claims, petitions or unfair labor practice charges or complaints against Holding or any of the Operating Companies pending or, to the Target Company’s KnowledgeKnowledge of Holding, threatened before the National Labor Relations Board or any foreign, state, or local labor or employment agency or any representative thereof; (ii) there are no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Scheduleslabor strikes, there has never beenslowdowns, nor has there been any threat ofstoppages, any strikepicketing, slowdownhand-billing, work stoppage, lockout, concerted refusal to work overtime cross picket lines, union-organizing activities, or other similar labor disruption lockouts pending or dispute threatened against or affecting the Target Company Holding or any of its employees. The Target Company has the Operating Companies; (iii) there are no duty pending or, to bargain the Knowledge of Holding, threatened grievance arbitration proceedings against Holding or any of the Operating Companies relating to any collective bargaining agreement or other agreement with any Unionlabor union, works council, or other labor organization. (c) The Target Company Except as set forth on Schedule 3.7(c), (i) there are and since December 31, 2012 have been no pending claims or, to the Knowledge of Holding, threatened claims, lawsuits, arbitrations, charges, mediations or grievances against Holding or any of the Operating Companies by or filed with a Governmental Authority by any existing or former job applicant or employee relating to labor or employment matters, including without limitation for wrongful dismissal, violations of equal opportunity or anti-discrimination Legal Requirements, wages, hours, overtime, final compensation, equal opportunity, privacy, harassment, immigration, disability, affirmative action, workers’ compensation, unemployment insurance, occupational health and safety, plant closings, mass layoffs and relocations; and (ii) since December 31, 2012, none of the Operating Companies or Holding has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Legal Requirements to conduct an audit, examination or investigation of such company, and no such audit, examination or investigation is and pending or, to Knowledge of Holding, has been threatened. (d) The Operating Companies and Holding are and since December 31, 2012, have been in material compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining Legal Requirements relating to labor, 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, immigrationwithout limitation, wages, hours, overtime overtime, final compensation, child labordiscrimination, hiringbenefits, promotion and termination of employees, working conditions, meal and break periodsequal opportunity, privacy, health and safetyharassment, immigration, disability, affirmative action, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized , occupational health and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Lawssafety, plant closings, mass layoffs and relocations. All employees and former employees of Holding and the Target Company Operating Companies classified as exempt under the Fair Labor Standards Act and state and local wage and hour Legal Requirements have been properly classified as exempt. (e) The Operating Companies and Holding are and since December 31, 2012, have been in compliance in all material respects with applicable workers’ compensation laws are properly classified. Except as set forth and have paid in Section 3.20(c), full all amounts owing pursuant thereto and there are no Actions against outstanding or pending assessments, levies or penalties thereunder. (f) Schedule 3.7(f) hereto contains a true and complete listing, including location and the Target amount paid each year, of each individual paid by the Operating Companies as an independent contractor, rather than as an employee, and who was paid in excess of $40,000 in any year during the period from January 1, 2014 through the date of this Agreement (“Independent Contractors”). The Operating Companies have not completed Internal Revenue Service (“IRS”) Form SS-8 with respect to any Independent Contractor and no Independent Contractor has completed IRS Form SS-8 with respect to the Operating Companies. All Independent Contractors are and have been since December 31, 2012, properly classified as independent contractors under applicable Legal Requirements. Neither the Operating Companies nor Holding has any worker treated as employee on its payroll who performs the same or similar functions as any Independent Contractor. All of the Operating Companies maintains good commercial relations with all of their respective Independent Contractors and since December 31, 2015, no Independent Contractor has canceled, terminated or made any threat to such Operating Company pendingto cancel or otherwise terminate his or her relationship with such Operating Company (g) Since December 31, 2012, neither Holding nor any of the Operating Companies has effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101, et seq. or any similar state or applicable law (collectively, “WARN Laws”) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Operating Companies; (ii) a “mass layoff” (as defined in the WARN Laws); or (iii) such other transaction, layoff, reduction in force, reduction of hours, or employment terminations sufficient in number to the Target Company’s Knowledge, threatened to be brought trigger any liability or filed, by or with notice requirement under any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable WARN Laws. (dh) The Target Company Neither Holding nor any of the Operating Companies has complied any obligation to indemnify any Person for violation of any employment law or for the violation of any restrictive covenant. To the Knowledge of Holding, no Independent Contractor or employee of the Operating Companies is subject to any non-compete, non-solicitation, nondisclosure, confidentiality, employment, consulting or similar Contracts in conflict with the WARN Actwork such Independent Contractor or employee performs for the Operating Companies. Since January 1, 2013, neither Holding nor any of the Operating Companies has received written notice from any third party that any Person currently or formerly engaged or employed by or affiliated with Holding or any of the Operating Companies (i) has violated any of the terms or conditions of any employment, non-competition, non-solicitation or non-disclosure agreement that such Person has entered with any third party, (ii) has disclosed or utilized any trade secret or proprietary information or documentation of any third party, or (iii) has interfered in the employment relationship between any third party and it has no plans to undertake any action that would trigger the WARN Actof such third party’s present or former employees.

Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a3.21(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Estimated Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions commissions, bonuses or bonusesfees. Each individual who is classified by the Company as an independent contractor has been properly classified. (b) Except as set forth in Section 3.20(b3.21(b) of the Disclosure Schedules, the Target Company is not, and has not been for the past five six years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five six years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b3.21(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed or required to be listed on Section 3.20(b3.21(b) of the Disclosure Schedules and 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 absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. The Company is in compliance with and has complied with all immigration laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. Except as set forth in Section 3.20(c3.21(c), there are no Actions against the Target Company pending, or to the Target CompanySeller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act. (e) With respect to each Government Contract, the Company is and has been in compliance with Executive Order No. 11246 of 1965 (“E.O. 11246”), Section 503 of the Rehabilitation Act of 1973 (“Section 503”) and the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (“VEVRAA”), including all implementing regulations. The Company maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. The Company is not, and has not been for the past six years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 or VEVRAA. The Company has not been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor.

Employment Matters. (a) Section With respect to the Business, Schedule 3.20(a) of the Disclosure Schedules contains sets forth a list of all persons who are employeesemployees (“Employees”), independent contractors contractors, or consultants consultants, including without limitation faculty and adjunct faculty members, of Genesys (each, together with the Target Company Employees, collectively, “Personnel”) as of the date hereof, including any employee Personnel who is are on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus bonus, or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof, including without limitation paid time off and severance benefits. Except as set forth in Section Schedule 3.20(a) of the Disclosure Schedules), as of the date hereofhereof and the Closing Date, all compensation, including wages, commissions commissions, and bonuses, payable to all employees, independent contractors or consultants Personnel of the Target Company Genesys for services performed on or prior to the date hereof have has been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital StatementGenesys’s financial statements) and there are no outstanding agreements, understandings understandings, or commitments of the Target Company Genesys with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company Genesys is not, and has not been for the past five three years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five three years, any Union representing or purporting to represent any employee of the Target CompanyGenesys, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure SchedulesTo Genesys’s Knowledge, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Genesys or any of its employees. The Target Company Genesys has no duty to bargain with any Union. (c) The Target Company To Genesys’s Knowledge: Genesys is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees or any other Personnel of the Business, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment including sexual 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 Target Company Genesys as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All ; and all employees of the Target Company Genesys classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company pending, Genesys pending or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern intern, or independent contractor of the Target CompanyGenesys, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Laws. (d) The Target Company Genesys has complied with the WARN Act, and it has no plans to undertake any action on or before the Closing Date that would trigger the WARN Act. (e) Genesys has never been a party to any Government Contract.

Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a6.18(a) of the TMG Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company TMG Group for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company TMG Group with respect to any compensation, commissions commissions, bonuses or bonusesfees, other than any payments to be made thereto in the ordinary course of business (e.g., payroll). (b) Except as set forth in Section 3.20(b6.18(b) of the TMG Disclosure Schedules, the Target Company each TMG Group member is not, and has not been for the past five yearsnever been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsnever been, any Union representing or purporting to represent any employee of the Target CompanyTMG Group, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company TMG Group or any of its respective employees. The Target Company TMG Group has no duty to bargain with any Union. (c) The Target Company Except as set forth in Section 6.18(c) of the TMG Disclosure Schedules, TMG Group is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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, independent contractor classification, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ ' compensation, leaves of absence absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company TMG Group as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company TMG Group classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth TMG Group is in Section 3.20(c)compliance with and has complied with all immigration laws, there including From I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company pendingTMG Group pending or, or to the Target Company’s KnowledgeKnowledge of Buyer or TMG, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyTMG Group, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws. (d) The Target Company has complied To the Knowledge of Buyer and TMG, no employee of Buyer or TMG intends to terminate such employee's employment with the WARN ActBuyer or TMG, and it has no plans to undertake as applicable, or solicit any action that would trigger the WARN Actclients or customers in each case, (prospective or actual) of Buyer or TMG.

Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Group as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company Group for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statementsheet) and there are no outstanding agreements, understandings or commitments of the Target Company Group with respect to any compensation, commissions commissions, bonuses or bonusesfees. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company Group is not, and has not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five (5) years, any Union representing or purporting to represent any employee of the Target CompanyCompany Group, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Group or any of its employees. The Target No Company Group entity has no any duty to bargain with any Union. (c) The Target Company Group is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company Group as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Group classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth The Company Group is in Section 3.20(c)compliance with and has complied with all immigration laws, there including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company Group pending, or to the Target Company’s Seller's Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyCompany Group, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers' compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws. (d) The Target Company Group has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a3.21(a)(i) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company or a Subsidiary as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) namename and hire date; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (viv) commission, bonus or other incentive-based compensation; and (viv) a description of the fringe benefits provided to each such individual as of the date hereofhereof (other than fringe benefits pursuant to the Benefit Plans); (vi) status as exempt or non-exempt from the application of state, federal or foreign wage and hour overtime Laws; (vii) employing entity; and (viii) principal work location; and (ix) any notice period entitlements. Except as set forth in Section 3.20(a3.21(a)(ii) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company or a Subsidiary for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited unaudited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses). (b) Except as set forth in Section 3.20(b3.21(b) of the Disclosure Schedules, neither the Target Company is notnor any Subsidiary is, and or has not been for in the past five three (3) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five three (3) years, any Union representing or purporting to represent any employee of the Target CompanyCompany or a Subsidiary, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b3.21(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or a Subsidiary or any of its employeesemployees thereof. The Target Neither the Company nor any Subsidiary has no any duty to bargain with any Union. (c) The Target Company is and has its Subsidiaries are and have been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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. The Company has complied and is in compliance with the requirements of the Immigration Reform and Control Act of 1986. Section 3.21(c) of the Disclosure Schedules sets forth a true and complete list of all employees working in the United States who are not US citizens and a description of the legal status under which each such employee is permitted to work in the United States. All employees of the Company who are performing services for the Company or any of the Subsidiaries in countries other than their country of citizenship are legally able to work in such country and are in compliance with all applicable visa requirements and immigration Laws. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth in Section 3.20(c3.21(c), there are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator Entity in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a4.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company or any Subsidiary as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorizedOption Exercise Date, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereofOption Exercise Date; and (vii) such individual’s accrued and unused paid time off. Except as set forth in Section 3.20(a) As of the Disclosure Schedules, as of the date hereofOption Exercise Date, all compensation, including wages, commissions and bonuses, bonuses payable to all the Company’s and each Subsidiary’s employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof Option Exercise Date have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company or any Subsidiary with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) of Neither the Disclosure SchedulesCompany nor any Subsidiary is, the Target Company is not, and nor has not been for the past five yearsbeen, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsbeen, any Union representing or purporting to represent any employee of the Target CompanyCompany or any Subsidiary, and, to the Target Company’s Sellers’ Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor 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 disruption or dispute affecting the Target Company, any Subsidiary or any employees of the Company or any of its employeesSubsidiary. The Target Neither the Company nor any Subsidiary has no a duty to bargain with any Union. (c) The Target Company and each Subsidiary is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b4.21(b) of the Disclosure Schedules Schedules, if any, and 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 Target Company or any Subsidiary as consultants or independent contractors or consultants of Sellers are properly treated as independent contractors under all applicable Laws. All employees of the Target Company or any Subsidiary classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company or any Subsidiary pending, or to the Target Company’s Sellers’ Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyCompany or any Subsidiary, including, without limitation, including any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-employment related matter arising under applicable Laws. (d) The Target Neither the Company has complied with nor any Subsidiary is subject to the WARN Act, and it has no plans Act with respect to undertake any action that would trigger the WARN Acttransactions contemplated by this Agreement.

Employment Matters. Except as set forth in Schedule 3.12, neither the execution of this Agreement or the other Transaction Documents nor any of the transactions contemplated by hereunder or thereunder will (either alone or upon the occurrence of any additional or subsequent events): (a) Section 3.20(a) entitle any current or former director, officer, employee, independent contractor or consultant of any of the Disclosure Schedules Companies to severance pay or any other payment; (b) limit or restrict the right of any of the Companies to amend or terminate any Contract with any employee of any of the Companies; or (c) increase the amount payable under or result in any other material obligation pursuant to any Contract with any employee of the Companies or any other Contract to which any of the Companies is a party. To Seller’s and the Companies’ Knowledge, Schedule 3.12 contains a list of all persons who are employees, current employees or material independent contractors or consultants of the Target Company as of the date hereofCompanies, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereofSchedule 3.12, all compensation, including wages, commissions and bonuses, payable to all employeesemployees and all material compensation, including commissions and bonuses, payable to all independent contractors or consultants of the Target Company Companies for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in 2019 Balance Sheet and the Estimated Closing Working Capital Statement) ), except as would not reasonably be expected to have a Material Adverse Effect, and there are no outstanding agreements, understandings or commitments of any of the Target Company Companies with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) . Each of the Disclosure Schedules, the Target Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Laws. (d) The Target Company Companies has complied in all material respects with the WARN Act, and it has no plans to undertake any action on or prior to the Effective Date that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains Sellers have delivered to Buyer a list of all persons who are employees, independent contractors employees employed by Sellers exclusively at either the Xxxxx Facility or consultants of the Target Company DFW Facility as of the date hereofEffective Date of this Agreement, but excluding the Retained Employees (the “Facilities Employees”), including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation ratewhether full-time or part-time and whether exempt or non-exempt; (v) commission, bonus whether covered by the terms of a collective bargaining or other incentive-based compensationsimilar agreement or an employment or independent contractor agreement; and (vi) a description of the fringe benefits provided to each such individual as of whether absent from active employment and if so, the date hereof. Except as set forth in Section 3.20(asuch absence commenced, the reason for such absence, and the anticipated date of return to active employment; (vii) of the Disclosure Schedulesannual salary, as of the date hereofhourly rate or fee arrangement, all compensationand if applicable, including wages, commissions bonus target or other incentive compensation and bonuses, payable to all employees, independent contractors (viii) accrued but unused vacation or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonusestime off. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company Neither Seller is not, and has not been for the past five years, a party to, or bound by, or negotiating any collective bargaining agreement or other Contract agreement with a union, works council or labor organization (collectivelyrepresenting any of the employees. Since the Look-Back Date, “Union”), and there is not, and has not been for the past five yearsbeen, any Union representing or purporting to represent any employee of the Target Company, andnor, to the Target Company’s KnowledgeKnowledge of Sellers, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption activity or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any UnionFacilities Employees. (c) The Target Company is and has been Sellers are in material compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to the Facilities Employees, 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 absence, immigration and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Facilities Employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except All independent contractors and consultants providing personal services to the Sellers have been properly classified as set forth in Section 3.20(c)independent contractors for purposes of all Laws, there including Laws with respect to employee benefits. There are no Actions against the Target Company Sellers pending, or to the Target Company’s KnowledgeKnowledge of Sellers, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicantFacilities Employee, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, including any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-employment related matter arising under applicable Laws. (d) The Target Company has complied Sellers have investigated or reviewed all sexual harassment or other harassment, discrimination or retaliation allegations (that were made in writing, orally to a member of management or human resources personnel) of which it had knowledge since the Look-Back Date with regards to the WARN ActFacilities Employees. With respect to each such allegation with potential merit, and it has no plans to undertake any the Sellers have taken corrective action that would trigger is reasonably calculated to prevent further improper action (e) A Form I-9 has been completed and retained with respect to each current Facilities Employee and, where required by law, former Facilities Employees. Sellers have not been the WARN Actsubject of any audit or other action, suit, proceeding, claim, demand, assessment or judgments nor, to the Knowledge of Sellers, have Sellers been the subject of an investigation, inquiry or other any audit or other action, suit, proceeding, claim, demand, assessment or judgments from the U.S. Department of Homeland Security, including the Immigration and Customs Enforcement, (or any predecessor thereto, including the U.S. Customs Service or the Immigration and Naturalization Service) or any other immigration-related enforcement proceeding.

Employment Matters. (a) Section 3.20(a) 4.17 of the Parent Disclosure Schedules contains a list of all persons who are employeesemployees of, or independent contractors or consultants of the Target Company who have been engaged by Parent or its Subsidiaries to provide personal services to, Parent or its Subsidiaries as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the followingfollowing information, as applicable: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and bonuses, due and payable to all employees, independent contractors or consultants of Parent or any of its Subsidiaries listed on Section 4.17 of the Target Company Parent Disclosure Schedules for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital StatementParent Balance Sheet) and there are no outstanding agreements, understandings or commitments of the Target Company Parent or any of its Subsidiaries with respect to any such compensation, commissions or bonuses. (b) Except as set forth Neither Parent nor any of its Subsidiaries is or has been in Section 3.20(b) of the Disclosure Schedules, the Target Company is not, and has not been for the past five four years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for in the past five four years, any Union representing or purporting to represent any employee of the Target CompanyParent or any of its Subsidiaries, and, to the Target CompanyParent’s Knowledge, no Union or group of employees is seeking or has sought in the past four years to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never beenbeen in the past four years, nor nor, to the Parent’s Knowledge, has there been in the past four years any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Parent, any of its Subsidiaries, or any of its their employees. The Target Company Neither Parent nor any of its Subsidiaries has no a duty to bargain with any Union. (c) The Target Company Parent and each of its Subsidiaries is and has been in the past four years in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of Parent or its Subsidiaries, 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 classified by the Target Company Parent or its Subsidiaries as independent contractors or consultants are properly treated classified in all material respects as independent contractors under all applicable Laws. All employees of the Target Company Parent or its Subsidiaries classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth in Section 3.20(c), there There are no Legal Actions against the Target Company Parent or is Subsidiaries pending, or to the Target CompanyParent’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority Entity or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern intern, or independent contractor of the Target CompanyParent or its Subsidiaries, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent consultants, or contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof; and (vii) a description and the amount of any severance compensation or benefits owed to each such individual as a result of the transactions contemplated by this Agreement. Except as set forth in Section 3.20(a3.21(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent consultants, or contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital StatementFinancial Statements) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any commissions, bonuses or increases in compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five three (3) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “"Union”"), and there is not, and has not been for the past five three (3) years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 Target Company as independent consultants or contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c)3.21(c) of the Disclosure Schedules, there are no Actions against the Target Company pending, or to the Target Company’s Seller's Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern consultant or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-employment related matter arising under applicable Laws. With respect to the workers compensation claims set forth in Section 3.21(c) of the Disclosure Schedules, Seller has provided to Buyer all written materials directly or indirectly related to such claims that are in Seller or Escalon’s possession or of which Seller has Knowledge. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a3.19(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in None of the persons identified on Section 3.20(a3.19(a) of the Disclosure SchedulesSchedules has notified the Company of an intention to terminate his or her employment with the Company or to materially decrease the amount of services he or she will perform for or on behalf of the Company and, as to Seller’s Knowledge, no such person has any such intent to do so. As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions commissions, bonuses or bonusesfees. (b) Except as set forth in Section 3.20(b3.19(b) of the Disclosure Schedules, the Target Company is not, and has not been for the past five three (3) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five three (3) years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b3.19(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 absence, paid sick leave and unemployment insurance. insurance All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c)3.19(c) of the Disclosure Schedules, there are no Actions against the Target Company pending, threatened in writing, or to the Target CompanySeller’s Knowledge, otherwise threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. ‌ (a) Section 3.20(a4.20(a) of the Company Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of any of the Target Company Companies as of the date hereof, including any such employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: following:‌ (i) name; (ii) title or position (including whether full classified as exempt or part timenon-exempt for overtime purposes), the name of their respective employer and work location; (iii) hire date; (iv) employment status (including whether active or on leave; and (v) current annual base compensation rate; and (vvi) commission, bonus or other incentive-incentive based compensation; compensation for directors and (vi) a description officers of the fringe benefits provided to each such individual Company, as of the date hereof. Except as set forth in Section 3.20(a) 4.20 of the Company Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of any of the Target Company Companies for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of any of the Target Company Companies with respect to any compensation, commissions or bonuses, except for (i) discretionary bonuses for 2018 described in Section 4.20(a) of the Company Disclosure Schedules and which will be paid in 2019; (ii) wages owed and which will be paid during the Company's upcoming payroll cycles; and (iii) any bonuses described in Section 4.20(a) of the Company Disclosure Schedules that are payable in connection with the consummation of the transactions contemplated by this Agreement. (b) Except as set forth in Section 3.20(b4.21(b) of the Company Disclosure Schedules, none of the Target Company is not, and Companies has not ever been for the past five years, a party to, bound by, or negotiating negotiated any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “"Union”"), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee . None of the Target Company or any Company Subsidiary has been subject to a strike, work stoppage or material labor dispute since the date that is three (3) years prior to the date hereof. There are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or, to the Company's Knowledge, threatened involving employees of the Company or any Company Subsidiary. There are no pending or, to the Company's Knowledge, threatened, and, since January 1, 2016, there have been no strikes, lockouts, or union organization activities. The Company and each of the Company Subsidiaries are not engaged in and have not engaged in any unfair labor practice that has resulted or could reasonably be expected to result, individually or in the aggregate, in any Liability to the Target Company or any of the Company Subsidiaries. There is no unfair labor practice charge against the Company or any of the Company Subsidiaries pending or, to the Company’s 's Knowledge, no Union threatened before the National Labor Relations Board or group any similar labor relations authority that could reasonably be expected to result in any Liability to the Company or any of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Company Subsidiaries.‌ (c) Except as set forth in Section 3.20(b4.20(c) of the Company Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting all of the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is Companies are and has have been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Laws.insurance.‌ (d) The Target Company has complied Companies are in compliance with the federal Workers Adjustment and Retraining Notification Act and all similar state or local Laws (collectively, the "WARN Act"), and the Companies do not have any Liability pursuant the WARN Act, and it has no plans to undertake . The Companies have not implemented or been involved in any action that would trigger "mass layoff" or "plant closing" as defined in the WARN Act.Act within the past three (3) years.‌

Employment Matters. (a) Section 3.20(a) 4.15 of the Disclosure Schedules contains a list of all persons Persons who are employees, independent contractors or consultants of the Target Company Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and bonuses, bonuses payable to all employees, independent contractors or consultants of the Target Company Business for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company accordance with respect to any compensation, commissions or bonusesTransferor’s regular payroll cycle. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company Transferor is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target CompanyTransferor, and, to the Target CompanyTransferor’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Transferor or any employees of its employeesthe Business. The Target Company Transferor has no duty to bargain with any Union. (c) The Target Company Transferor is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Business, 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 Target Company Transferor as consultants or independent contractors or consultants of the Business are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth in Section 3.20(c), there There are no material Actions against the Target Company Transferor pending, or to the Target CompanyTransferor’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyBusiness, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-employment related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a0(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a0(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital StatementInterim Balance Sheet) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions commissions, bonuses or bonusesfees. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five years, a party to, or bound by, or negotiating any collective bargaining agreement or other Contract agreement with a union, works council or labor organization (collectivelyrepresenting any of its Employees. Since January 1, “Union”), and 2019 there is not, and has not been for the past five yearsbeen, any Union representing or purporting to represent any employee of the Target Company, andnor, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption activity or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any UnionCompany. (c) The Target Company has, since January 1, 2017 been, and is and has been in material compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating practices 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 the extent they relate to employees and termination independent contractors of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurancethe Company. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c)3.19(c) of the Disclosure Schedules, there are no Actions actions, suits, claims, investigations or other legal proceedings against the Target Company pending, or to the Target CompanySeller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator arbitral tribunal in connection with the employment or termination of employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor employee of the Target CompanyCompany or the engagement or termination of any current or former independent contractor, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours pay or any other employment-employment related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, representations and it has no plans to undertake any action that would trigger the WARN Actwarranties set forth in this 0 are Sellers’ sole and exclusive representations and warranties regarding employment matters.

Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains Sellers have made available a list of all persons who are employees, independent contractors or consultants of the Target Company Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time)position; and (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a4.18(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, bonuses payable to all employees, independent contractors or consultants of the Target Company Business for services performed on or prior to the date hereof have been paid in full (or accrued in full are adequately reflected on the audited balance sheet contained in the Closing Working Capital Statement) Seller’s Financial Statements and there are no outstanding agreements, understandings or commitments of the Target Company Seller with respect to any compensation, commissions or bonuses. Notwithstanding any provisions in this Agreement to the contrary, Seller will pay employees the value of all Earned Vacation and Accrued Vacation upon, and in consideration for, such employee executing a full and complete release of Sellers and Sellers’ Affiliates. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company is Sellers are not, and has have not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five (5) years, any Union representing or purporting to represent any employee of the Target CompanySellers, and, to the Target Company’s Sellers’ Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b4.18(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Sellers or any employees of its employeesthe Business. The Target Company has To Seller’s Knowledge, Sellers have no duty to bargain with any Union. (c) The Target Company is and has been Except as set forth in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b4.18(c) of the Disclosure Schedules Schedules, Sellers are and have been since January 1, 2016 in compliance in all material respects with all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Business, 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 To Sellers’ Knowledge, all individuals characterized and treated by the Target Company Sellers as consultants or independent contractors or consultants of the Business are properly treated as independent contractors under all applicable Laws. All To Sellers’ Knowledge, all employees of the Target Company Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth in Section 3.20(c4.18(c), there are no Actions against the Target Company Sellers pending, or to the Target Company’s Sellers’ Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyBusiness, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-employment related matter arising under applicable Laws. (d) The Target Company has complied To Sellers’ Knowledge, Sellers are and have been in compliance in all material respects with all applicable immigration Laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. For the WARN Actpast four years, Sellers have not been subject to or received any notice of any audit, investigations or, to Seller’s Knowledge, any other inquiries from any Governmental Authority with respect to compliance with applicable immigrations Laws. Sellers have not received any “No-Match” letters from the Social Security Administration regarding any of Seller’s current employees and it has Sellers have no plans Knowledge of any of Seller’s current employees using a Social Security number that was not issued to undertake any action that would trigger the WARN Actemployee using it.

Employment Matters. (a) Section 3.20(a) 3.21 of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of each of the Target Company Companies as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth hereof if different or in addition to those listed on Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all . All compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of each of the Target Company Companies for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital StatementFinancial Certificate) and there are no outstanding agreements, understandings or commitments of the Target Company or PTC with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) of Neither the Disclosure Schedules, the Target Company nor PTC is not, and or has not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five (5) years, any Union representing or purporting to represent any employee of the Target CompanyCompany or PTC, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Company, PTC or any of its their employees. The Target Neither the Company nor PTC has no any duty to bargain with any Union. (c) The Target Except as set forth on Section 3.21(c) of the Disclosure Schedules, the Company is and has PTC are and since January 1, 2016 have been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 Target Company or PTC as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company and PTC classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. . (d) Except as set forth in Section 3.20(c)3.21(d) of the Disclosure Schedules, there are no Actions against the Target Company or PTC pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern consultant or independent contractor of the Target CompanyCompany or PTC, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Laws. (de) The Target Company has and PTC have complied with the WARN Act, and it has they have no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Seller as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a3.21(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company Seller for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company Seller with respect to any compensation, commissions commissions, bonuses or bonusesfees. (b) Except as set forth in Section 3.20(b3.21(b) of the Disclosure Schedules, Schedules the Target Company Seller is not, not and has not been been, for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target CompanySeller, and, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b3.21(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Seller or any of its employees. The Target Company Seller has no duty to bargain with any Union. (c) The Target Company Seller is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company Seller as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Seller classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c3.21(c), there are no Actions against the Target Company Seller pending, or to the Target CompanySeller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern consultant or independent contractor of the Target CompanySeller, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws. (d) The Target Company has complied with All current employees subject to this Agreement, shall remain in their current status, unless there is a material reason to warrant dismissal. For the WARN Actavoidance of doubt, and it has no plans this section shall not apply to undertake any action that would trigger the WARN Actindependent contractor or consultant currently retained by Seller.

Employment Matters. (a) Section 3.20(a4.14(a)(i) of the Disclosure Schedules contains sets forth as of the date hereof a list of the names of each current Business Employee, together with their title or job classification, work location, employing entity, current annual salary and target annual cash bonus and commissions, if any and Section 4.14(a)(ii) of the Disclosure Schedules sets forth a list of all persons who are employees, independent contractors or consultants of employees that have had a material contribution to the Target Company as of Business over the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: last three (i3) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereofyears. Except as set forth in Section 3.20(a4.14(a)(i) of the Disclosure Schedules, as none of the date hereof, such persons has an employment Contract with Seller. Seller represents that they have at all compensation, including wages, commissions and bonuses, payable to times complied with all employees, independent contractors or consultants terms of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company any employment Contract with respect to any compensation, commissions or bonusesBusiness Employee. (b) Except as set forth in Section 3.20(b4.14(b) of the Disclosure SchedulesSchedules sets forth a list as of the date of this Agreement, separately by company and location, of the Target Company is notnames of all individuals who perform services primarily for the Business at an annualized rate in excess of $25,000 per year as a consultant or an independent contractor. Seller represents that they have paid all Business Employees, consultants, and has independent contractors for all hours worked, including commissions, overtime, or other wages due, along with related Taxes (or have appropriately accrued for such amounts). (c) There are no Actions or other legal proceedings pending or, to the Knowledge of Seller, threatened by or on behalf of any Business Employee, representative, consultant, or independent contractor against Seller relating to his or her employment with, or the performance of services for, Seller. (d) Seller is not been for the past five years, a party to, or bound by, or negotiating by any collective bargaining agreement or other Contract agreement with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, representing any Union representing or purporting to represent any employee of the Target CompanyBusiness Employees. Since January 1, and, to the Target Company’s Knowledge, 2021 (i) no Union labor organization or group of employees is seeking or has sought to organize employees any Business Employees for the purpose purposes of collective bargaining. Except as set forth in Section 3.20(b, made a demand for recognition or certification, or filed a petition for recognition, (ii) of the Disclosure Schedules, there has never not been, nor nor, to the Knowledge of Seller, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption activity or dispute affecting the Target Company Seller or any of its employees. The Target Company has the Business Employees, and (iii) no duty to bargain with any Unionunfair labor practices or other labor-related grievances have been filed against Seller. (ce) The Target Company is and Seller has been in material compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all but not limited Laws relating to wages, overtime, expenses, sick time, leave, contributions, classification of contractors and employees, reductions in force, hours, meal and rest periods, employment discrimination and equal opportunity laws, harassment, collective bargaining, labor relations, equal employment opportunitiesoccupational safety and health, fair employment practicesdisability, employment discriminationbackground checks, harassmentdrug and alcohol testing, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion immigration and termination the payment of employees, working conditions, meal Social Security and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Lawstaxes. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Group as of the date hereofhereof who are not Resigning Employees and are expected to continue to be providing services to the Company after the Closing, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorizedunauthorized (the “Retained Employees”), and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and bonuses, bonuses payable to all employees, independent contractors or and consultants of the Target Company Group for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company Group with respect to any commissions, bonuses or increases in compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b3.20(a) of the Disclosure Schedules, Schedules includes all collective bargaining agreements applicable to any employee of the Target Company is notGroup, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”)representing any employees of the Company Group, and there is notare no labor organizations representing, and has not been for the past five yearspurporting to represent or, any Union representing or purporting to Seller’s Knowledge, attempting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargainingCompany Group. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption activity or dispute affecting the Target Company Group or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company Group is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 Target Company Group as independent consultants or contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c)) of the Disclosure Schedules, there are no Actions against the Target Company Group pending, or to the Target CompanySeller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern consultant or independent contractor of the Target CompanyCompany Group, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours pay or any other employment-employment related matter arising under applicable Laws. (d) The Target Each member of the Company Group is up to date with all Social Security’ obligations, having paid Social Security contributions for all the employees of the Company Group. (e) No member of the Company Group has complied with entered into any loan agreement or guarantees in favor of its employees, shareholders or members of the WARN Act, and it has no plans to undertake any action that would trigger the WARN Actmanagement body.

Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains Company has provided to Parent a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets setting forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a3.21(a) of the Company Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained used in determination of the Closing Estimated Net Working Capital Statementdelivered pursuant to Section 1.5(a)) and, as of the date hereof, no other compensation, commissions or bonuses are due and there are no owing under any outstanding agreements, understandings or commitments of the Target Company with respect to any other than such compensation, commissions or bonuses. (bbonuses that may be paid by Company prior to Closing in accordance with Section 5.1(b)(ix) hereof. Except as set forth in Section 3.20(b3.21(a) of the Company Disclosure Schedules, the Target Company has not made any commitment to its employees to pay any amount of severance in the event their employment is terminated following Closing. (b) Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsbeen, any Union representing or or, to Company’s Knowledge, purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or or, to Company’s Knowledge, has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been been, to Company’s Knowledge, any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has is currently under no duty to bargain with any Union. (c) The Target Company is is, and has been been, in all material respects, in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern consultant or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-related employment -related matter arising under applicable Laws. (d) The Target Company has complied in all material respects with the WARN Act, if applicable, and it has no plans to undertake any action in the future that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains sets forth a list of all persons who are employeesemployees (“Employees”), independent contractors contractors, or consultants consultants, including without limitation faculty and adjunct faculty members, of the Target Company (each, together with the Employees, collectively, “Personnel”) as of the date hereof, including any employee Personnel who is are on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus bonus, or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof, including without limitation paid time off and severance benefits. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereofhereof and the Closing Date, all compensation, including wages, commissions commissions, and bonuses, payable to all employees, independent contractors or consultants Personnel of the Target Company for services performed on or prior to the date hereof have has been paid in full (or accrued in full on the audited balance sheet contained in the Estimated Closing Working Capital Statement) and there are no outstanding agreements, understandings understandings, or commitments of the Target Company with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five three (3) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five three (3) years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of To the Disclosure SchedulesCompany’s Knowledge, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees or any other Personnel of the Business, 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company pending, pending or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern intern, or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action on or before the Closing Date that would trigger the WARN Act. (e) With respect to each Government Contract, the Company is and has been in compliance with Executive Order No. 11246 of 1965 (“E.O. 11246”), Section 503 of the Rehabilitation Act of 1973 (“Section 503”) and the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (“VEVRAA”), including all implementing regulations. The Company maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. The Company is not, and has not been for the past three (3) years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 and VEVRAA. The Company has not been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor.

Employment Matters. (a) Section 3.20(a) of Except as is disclosed in SCHEDULE Q, the Disclosure Schedules contains Corporation is not a list of all persons who are employees, independent contractors party to or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: not bound by any: (i) name; written contract or commitment for the employment of any employee or officer providing for an annual salary (including benefits) of in excess of Can.$200,000 or a payment on termination of in excess of six months salary and benefits; (ii) title oral contract or position (including whether full commitment for the employment of any employee or part time); officer, except for contracts of indefinite hire terminable by the Corporation without cause on reasonable notice; (iii) hire datein the case of the Kemess Mine only, contract with or commitment to any trade union, council of trade unions, employee bargaining agent or affiliated bargaining agent (collectively called "labour representatives") and the Corporation has not conducted negotiations with respect to any such future contracts or commitments; no labour representatives hold bargaining rights with respect to any employees of the Corporation relating to the Kemess Mine; no labour representatives have applied to have the Corporation declared a related employer pursuant to the applicable labour legislation; and, to the Knowledge of the Corporation, there are no current or threatened attempts to organize or establish any trade union or employee association with respect to the Kemess Mine project provided, however, that the Corporation anticipates that steps may be taken by its employees to unionize and negotiate collective bargaining agreements for the Kemess Mine at some time in the future; or (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of except as is disclosed in financial information made available to the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or Agent prior to the date hereof have been paid in full (and subject to the Materiality Threshold, bonus, pension, multi-employer, profit sharing, deferred compensation, retirement, disability, health insurance or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreementssimilar benefit plan, understandings or commitments of the Target Company with respect to any compensationof its employees or others (including without limitation any agreements in respect of employee share ownership plans), commissions other than Canada Pension Plan, the Ontario Health Insurance Plan and other similar health plans established and administered by any other governmental authority or bonuses. (b) Except as set forth in Section 3.20(b) workers' compensation insurance provided pursuant to statute. Subject to the Materiality Threshold, there is no work stoppage or other concerted action, grievance or dispute existing or, to the Knowledge of the Disclosure SchedulesCorporation, threatened against the Target Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”)Corporation, and there is notno material complaint, and grievance, claim, work order or investigation that has not been for the past five yearsfiled, any Union representing or purporting to represent any employee of the Target Companymade, andcommenced or, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) Knowledge of the Disclosure SchedulesCorporation, there has never beenthreatened against the Corporation pursuant to any human rights, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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, occupational health and safety, workers’ workers compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors employment standards or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, pay equity legislation or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment similar legislation of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of jurisdiction in which the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable LawsCorporation carries on its business. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) No Seller is a party to any collective bargaining agreement with respect to the Everest Plus Business and, to the Knowledge of the Sellers, there are no labor unions or other organizations that have filed a petition with the National Labor Relations Board or any other Governmental Entity seeking certification as the collective bargaining representative of any Business Employee. Since the Compliance Date, there has not been any, there is not presently pending or existing any, and there is not, to the Knowledge of the Sellers, any threatened, (i) strike, lockout, slowdown, picketing, or work stoppage or other concerted employee activity with respect to the Business Employees or (ii) except as set forth in Section 3.20(a2.14(a) of the Seller Disclosure Schedules contains a list of all persons who are employeesSchedule, independent contractors unfair labor practice charge against any Seller by any Business Employee or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereoflabor organization. Except as set forth in Section 3.20(a2.14(a) of the Seller Disclosure SchedulesSchedule, since the Compliance Date, to the Knowledge of the Sellers, no labor unions or other organizations have represented, purported to represent or attempted to organize or represent any Business Employees. (b) Section 2.14(b) of the Seller Disclosure Schedule lists, as of the date hereofAgreement Date, all compensationBusiness Employees, including wagesand for each such employee: (i) job position; (ii) job location; (iii) the level of base compensation or regular base wage rate, commissions as applicable; (iv) date of hire; (v) full-time or part-time status; and bonuses, payable to all employees, independent contractors (vi) Fair Labor Standards Act status (exempt or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonusesnon-exempt). (bc) Since the Compliance Date, the Sellers have correctly classified Business Employees and former employees as exempt employees or nonexempt employees under the Fair Labor Standards Act and other Laws, except for any instances of misclassification that would not reasonably be expected, individually or in the aggregate, to be material. All Business Employees are legally permitted to be employed by the Sellers in the jurisdiction in which such Business Employee is employed in their current job capacities. Since the Compliance Date, all independent contractors providing services to the Everest Plus Business have been properly classified as independent contractors for purposes of federal and applicable state Tax Laws, Laws applicable to employee benefits and other Laws, except for any instances of misclassification that would not reasonably be expected, individually or in the aggregate, to be material. (d) Except as set forth in Section 3.20(b2.14(d) of the Seller Disclosure SchedulesSchedule, the Target Company is notSellers are in compliance in all material respects with all Laws and arbitration awards relating to employment, and employment practices of Business Employees, including but not limited to Laws and awards addressing equal opportunity, civil rights, non-discrimination, non-retaliation, whistleblowing, workers’ compensation, immigration, wages, employee exemption status, hours, overtime, benefits, collective bargaining, the payment of social security and similar taxes, income tax withholding, occupational safety and health, and/or privacy rights, and have been in compliance since the Compliance Date. (e) Since July 1, 2013, with respect to the Everest Plus Business, no Seller has not been for effectuated (i) a “plant closing” as defined in the past five yearsWorker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101 et seq. (the “WARN Act”) (or any similar state, local or foreign law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of a party toSeller, bound by(ii) a “mass layoff” as defined in the WARN Act (or any similar state, local or foreign law) affecting any site of employment or facility of the Everest Plus Business, or negotiating any collective bargaining agreement (iii) a “Relocation” or other Contract with a union, works council or labor organization “Termination” within the meaning of California Labor Code § 1400 et seq. (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. f) Except as set forth in Section 3.20(b2.14(f) of the Seller Disclosure SchedulesSchedule, there has never been, nor has there been all of the Business Employees are employed on an “at will” basis and are not employed for any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Unionfixed term. (cg) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c)2.14(g) of the Seller Disclosure Schedule, there are no Actions against Business Employee has been involuntarily terminated within 90 days preceding the Target Company pendingAgreement Date, and the Sellers shall not involuntarily terminate any Business Employee with a title of Regional Vice President or above (including campus Presidents) for Business Employees in the field, or Vice President or above for Business Employees in the campus support group, prior to the Target Company’s KnowledgeClosing Date except with prior written notice to and the approval of Purchaser, threatened to which approval shall not be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Lawsunreasonably withheld. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(bthe Disclosure Letter or as Publicly Disclosed by the Company, (A) neither the Company nor any Subsidiary of the Disclosure Schedules, the Target Company is a party to any obligation, policy, plan, Contract or understanding providing for severance or termination payments to, or any employment agreement with, any director, officer or employee, other than any common law and statutory obligations of reasonable notice of termination or pay in lieu thereof and any statutory obligations, (B) neither the Company nor any of its Subsidiaries has any liability under any benefit or severance policy, practice, agreement, plan or program which exists or arises, or may be deemed to exist or arise, under any applicable Law or otherwise as a result of or in connection with the Transaction other than, in the case of (A) and (B), such Contracts, policies, practices, agreements, plans or programs which would not, and has not been for individually or in the past five yearsaggregate, reasonably be expected to have a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization Material Adverse Effect on the Company. (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. ii) Except as set forth in Section 3.20(b) the Disclosure Letter, neither the Company nor any of its Subsidiaries is subject to any collective bargaining agreements, or subject to any application or to the knowledge of the Disclosure SchedulesCompany threatened or apparent union organizing campaigns for employees not under a collective bargaining agreement and no such campaigns have been conducted within the past three years, there has never beenongoing, nor has are there been any threat ofcurrent, any strikepending or, slowdownto the knowledge of the Company, threatened strikes, work stoppagestoppages, lockoutlockouts, concerted refusal to work overtime or other similar labor disruption or dispute affecting slowdowns at the Target Company or any of Subsidiary and the Company and its employees. The Target Company has no duty to bargain with Subsidiaries have not experienced any Unionsuch strikes, work stoppages, lockouts, or slowdowns within the past three years. (ciii) The Target Except as set forth in the Disclosure Letter, neither the Company nor any of its Subsidiaries is and has been in compliance with subject to any claim, litigation, charge, inquiry, investigation, grievance, arbitration or proceeding, actual or to the terms knowledge of the collective bargaining agreements and Company threatened, relating to its employees, prospective employees, former employees, representatives of employees, or independent contractors (including any termination of such Persons) other Contracts listed on Section 3.20(b) than any of the foregoing which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (iv) Except as set forth in the Disclosure Schedules Letter or as are not material, the Company and its Subsidiaries have operated in accordance with all applicable Laws pertaining Laws, agreements, policies, plans, and programs with respect to employment and employment practiceslabour, including all Laws relating to labor relationsincluding, equal employment opportunities, fair employment practicesbut not limited to, employment discriminationand labour standards, harassmentlabour risk prevention measures, retaliationsocial security and other contributions, 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, occupational health and safety, employment equity, pay equity, workers’ compensation, leaves equal employment opportunity, human rights and labour relations, the applicable provisions of absence ERISA and unemployment insurancethe Code and the provisions of the Worker Adjustment and Retaining Notification Act of 1998 and similar Laws, and there are no current, pending or, to the Company’s knowledge, threatened claims, litigation or proceedings before any board, tribunal or other Governmental Authority with respect to any of the areas listed herein. All individuals characterized and treated by To the Target Company as independent contractors knowledge of the Company, nothing has occurred which might lead to a material claim, litigation or consultants are properly treated as independent contractors proceeding under all any such applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act , agreements, policies, plans, and state and local wage and hour laws are properly classified. programs. (v) Except as set forth in Section 3.20(c)the Disclosure Letter, there are no Actions against neither the Target Company pendingnor any Subsidiary is a party to, or to the Target Company’s Knowledgeotherwise bound by, threatened to be brought any consent decree in effect with, or filedmaterial citation by, by or with any Governmental Authority or arbitrator in connection with the employment of any current other entity or former applicantPerson, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor employees or employment practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Laws. (dvi) The Target Except as set forth in the Disclosure Letter, no unfair labour practice charge or complaint is pending or, to the knowledge of the Company, threatened which, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (vii) Except as set forth in the Disclosure Letter or as Publicly Disclosed by the Company, neither the Company nor any Subsidiary has complied with closed any plant or facility, effectuated any mass layoffs of employees or implemented any early retirement, separation or window program within the WARN Actpast three years, and it nor has no plans to undertake the Company or any Subsidiary planned or announced any such action that would trigger or program for the WARN Actfuture.

Employment Matters. (a) Section 3.20(a4.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants employees of the Target Company Matrix as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b4.20(b) of the Disclosure Schedules, the Target Company Matrix is not, and has not been for the past five three (3) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five three (3) years, any Union representing or purporting to represent any employee of the Target CompanyMatrix, and, to the Target CompanyMatrix’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b4.20(b) of the Disclosure Schedules, to the Knowledge of Matrix, there has never been, nor has there been any no threat of, of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Matrix or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company Except as would not reasonably be expected to have a Matrix Material Adverse Effect, Matrix is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of Matrix, 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 Target Company Matrix as independent contractors or consultants are properly treated as independent contractors under all applicable Laws, except as would not reasonably be expected to have a Matrix Material Adverse Effect. All employees of the Target Company Matrix classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified, except as would not reasonably be expected to have a Matrix Material Adverse Effect. Except as set forth in Section 3.20(c)4.20(c) of the Disclosure Schedules, there are no Actions against the Target Company Matrix pending, or to the Target CompanyMatrix’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern consultant or independent contractor of the Target CompanyMatrix, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Laws. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a3.19(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions commissions, bonuses or bonusesfees except as set forth in Section 3.19(a) of the Disclosure Schedules. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five (5) years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Sellers’ Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees, consultants and independent contractors of the Company, 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 absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth The Company is in Section 3.20(c)compliance with and has complied with all immigration laws, there including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company pending, or to the Target Company’s Sellers’ Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern consultant or independent contractor of the Target Company, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws. (d) With respect to each Government Contract, the Company is and has been in compliance in all material respects with Executive Order No. 11246 of 1965 (“E.O. 11246”), Section 503 of the Rehabilitation Act of 1973 (“Section 503”) and the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (“VEVRAA”), including all implementing regulations. The Target Company maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. The Company is not, and has not been for the past three (3) years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 or VEVRAA. The Company has not been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor. The Company is in compliance with and has complied with the WARN Actall immigration laws, and it has no plans to undertake including any action that would trigger the WARN Actapplicable mandatory E-Verify obligations.

Employment Matters. (a) Section 3.20(a) Schedule 4.23 sets forth a complete and accurate list of the Disclosure Schedules contains name, location ------------- of employment, nationality, length of service, and current annual rates of salary or other compensation payments due with respect to each Transferred Employee, as well as a list of all persons existing employment or consulting contracts or severance arrangements which constitute contractual obligations including bonuses, increases and any form of base or variable pay of each Seller and any other compensation that may be owed from any Seller upon termination of his or her employment, or upon the sale of the Contributed Assets, whether pursuant to a written or oral agreement or arrangement, any policy of any Seller or by operation of Law (including, without limitation, the Laws of any foreign country in which any such employee is employed), or in the form of a retention or a change of control bonus, with respect to any such employees. Except as specified in Schedule 4.23, none of such employees includes any Persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereofnot United ------------- States citizens. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c)Schedule 4.23, there are no Actions collective ------------- bargaining agreements with any union or other bargaining group for any employees of any Seller related to the Business and there has been no union organizational efforts involving such employees of any Seller during the last five (5) years and to Sellers' knowledge no such organization efforts are pending or overtly threatened. There is no strike, labor dispute, work slowdown or stoppage pending or, to Sellers' knowledge, overtly threatened against the Target Company pendingBusiness and there has not been any such strike, labor dispute, work slow down or stoppage within the past five (5) years. No Transferred Employee is on a leave of absence, disability leave, extended absence or receiving benefits pursuant to workers' compensation legislation. All current assessments under workers' compensation legislation in relation to the Target Company’s Knowledge, threatened Transferred Employees have been paid or accrued and no Seller has been subject to be brought any special or filed, by or penalty assessment with any Governmental Authority or arbitrator in connection with respect to the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising Business under applicable Lawssuch legislation which has not been paid. (d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants (each not including, for the avoidance of doubt, the Target Company’s law firms, accounting firms or investment banking firms) of any Acquired Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) current target annual commission, bonus or other incentive-based compensation; and (viprovided, that, to the extent applicable privacy or data protection Laws would prohibit the disclosure of certain personally identifiable information without the individual’s consent, Section 3.21(a) a description of the fringe benefits provided to each shall provide such individual as of the date hereofinformation in aggregated or de-identified form in compliance with applicable Laws. Except as set forth in Section 3.20(a3.21(a) of the Disclosure Schedules, as of the date hereof, each of the Acquired Companies has paid in full all compensation, including wages, commissions and bonuses, due and payable to all employees, independent contractors or consultants as of the Target Company for services performed on or prior to the date hereof have been paid in full to its employees (or other than amounts accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses). (b) Except as set forth in on Section 3.20(b3.21(b) of the Disclosure Schedules, the Target (i) no Acquired Company is notis, and or has not been for the past five three years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and (ii) there is not, and has not been for the past five three years, any Union representing or or, to the Company’s Knowledge purporting to represent represent, any employee of the Target any Acquired Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b, (iii) of the Disclosure Schedules, there has never been, nor has there not been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target any Acquired Company or any of its employees. The Target employees and (iv) no Acquired Company has no any duty to bargain with any Union. (c) The Target Company is Acquired Companies are and has since September 30, 2011 have been in material compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including including, without limitation, 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, federal or state OSHA obligations, whistleblower protection, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Target any Acquired Company as independent contractors or consultants are properly classified and treated as independent contractors under all applicable Laws. All The Company has analyzed and has properly classified all employees of the Target Company classified Acquired Companies as either exempt or non-exempt under the Fair Labor Standards Act and any applicable state and local wage laws and hour laws are properly classifiedotherwise has complied with all requirements relating to the calculation of hours worked and the payment of overtime. Except as set forth in Section 3.20(c), 3.21(b) of the Disclosure Schedules there are no Actions against the Target any Acquired Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment by or on behalf of any current or former applicant, employee, consultant, volunteer, intern intern, or independent contractor of the Target Company, including, without limitation, any claim Acquired Company relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-related matter arising under applicable Laws. (d) The Target Company has Acquired Companies have complied with the WARN ActAct since September 30, 2011. (e) With respect to each Government Contract, the Acquired Companies are and since September 30, 2011 have been in material compliance, to the extent applicable, with Executive Order No. 11246 of 1965 (“E.O. 11246”), Section 503 of the Rehabilitation Act of 1973 (“Section 503”) and the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (“VEVRAA”), including all implementing regulations. The Acquired Companies maintain and comply with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. To the Company’s Knowledge, no Acquired Company is, and it no Acquired Company has no plans to undertake been since September 30, 2011, the subject of any audit, investigation or enforcement action that would trigger by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 and VEVRAA. No Acquired Company has been debarred, suspended or otherwise made ineligible from doing business with the WARN ActUnited States government or any government contractor since September 30, 2011. (f) Section 3.21(f) of the Disclosure Schedules contains a list of all individuals who will receive any payments under the Employee Bonus Plan or the Management Bonus Plan, including the estimated amount of such payment as of the Closing Date.