Common use of Employment Matters Clause in Contracts

Employment Matters. Each of the Company and its subsidiaries: (i) is in compliance in all material respects with all applicable Legal Requirements respecting employment, employment practices, immigration, terms and conditions of employment and wages and hours, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangement.

Employment Matters. Each of the (a) The Company and each of its subsidiaries: (i) is Subsidiaries are in compliance in all material respects with all currently applicable Legal Requirements laws and regulations respecting employment, employment practices, immigrationdiscrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and wages is not engaged in any unfair labor practice. The Company and hours, in each case, with respect to Employees; (ii) has of its Subsidiaries have withheld all amounts required by law or by agreement to be withheld from the wages, salaries salaries, and other payments to Employees; (iii) has properly classified independent contractors for purposes employees, and neither the Company nor any of federal and applicable state tax laws and laws applicable to employee benefits; (iv) its Subsidiaries is not liable for any arrears of wages or any taxes Taxes or any penalty for failure to comply with any of the foregoing; and (v) . Neither the Company nor any of its Subsidiaries is not liable for any material payment to any trust or other fund or to any Governmental Entity governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there are There is no pending, threatened or reasonably anticipated claims or actions pending claim against the Company or any of its subsidiaries Subsidiaries under (i) any workers compensation plan or policy or (ii) for long-term disability policybenefits. There is no controversy pending or, to the knowledge of the Company and its Subsidiaries, threatened, between the Company or any of its Subsidiaries, on the one hand, and any of their respective employees, on the other hand, which controversies have resulted, or could reasonably be expected to result, in an action, suit, proceeding, claim, arbitration or investigation before any agency, court or tribunal, foreign or domestic. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract. To the Company’s knowledgeknowledge of the Company and its Subsidiaries, no Employee has violated employees of the Company or any of its Subsidiaries are in violation of any term of any material employment contract, nondisclosure agreement patent disclosure agreement, noncompetition agreement, or noncompetition agreement any restrictive covenant to a former employer relating to the right of any such employee to be employed by which such Employee is bound due the Company or a Subsidiary of the Company because of the nature of the business conducted or presently proposed to such Employee’s employment be conducted by the Company or any of its subsidiaries Subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entityothers. All Employees are legally permitted to be employed by No employee of the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability Subsidiaries have given written notice to the Company or any of its subsidiaries. Neither Subsidiaries, and neither the Company nor any of its subsidiaries has Subsidiaries is otherwise aware, that any such employee intends to terminate his or her employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither with the Company nor or any of its subsidiaries will have any material liability to any Employee Subsidiaries. (b) Section 3.19(b) of the Company Disclosure Schedule lists the name, place of employment, the current annual salary rates, bonuses, deferred or to any organization contingent compensation, pension, accrued vacation, "golden parachute" and other like benefits paid or payable (in cash or otherwise), the date of employment and a description of position and job function of each current salaried employee, officer, director, consultant or agent of the Company or any other entity as a result of its Subsidiaries whose annual compensation exceeded (or, in 2002, is expected to exceed) one hundred thousand dollars ($100,000). (c) All officers, employees and consultants of the termination Company and each of any employee leasing arrangementits Subsidiaries have signed proprietary rights and confidentiality agreements in substantially the form set forth in Section 3.19(c) of the Company Disclosure Schedule.

Employment Matters. Each of the Company and its subsidiaries: (i) Acquired Entity is in material compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations, collective bargaining agreements and arrangements, extension orders and binding customs respecting employment, employment practices, immigration, terms and conditions of employment employment, employee safety and health and wages and hours, and in each case, with respect to Employees; : (iii) has withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; , (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there There are no actions, suits, claims or administrative proceedings pending, or, to the Knowledge of the Acquired Entities and the Founders, threatened in writing or reasonably anticipated against any Acquired Entity or, to the Knowledge of the Acquired Entities and the Founders, any of its Employees relating to any Employee with respect to his or her capacity as an Employee, Employee Agreement or Company Employee Plan. There are no pending or threatened or reasonably anticipated claims or actions against the Company any Acquired Entity or any of its subsidiaries Acquired Entity trustee under any workers worker’s compensation policy or long-long term disability policy. To the Company’s knowledgeIf required by applicable law, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by each of the Company or and any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries Acquired Entity has correctly classified all individuals who perform services for it in the United States of America in their current jobs. To the Company’s knowledgeas common law employees, there are no controversies pending independent contractors or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiariesleased employees. Neither the Company nor any of its subsidiaries has Acquired Entity is a party to a conciliation agreement, consent decree or other agreement or order with any Governmental Entity with respect to employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementpractices.

Employment Matters. Each of the Company and its subsidiaries: (i) Except as set forth in Schedule “C”, Section (n)(i) of the Cannex Disclosure Letter, neither Cannex nor any of its Subsidiaries has entered into any binding Contract providing for severance, termination or other change in control-related payments to any director, officer or employee in connection with the termination of their position or their employment as a direct result of a change in control of Cannex. (ii) Neither Cannex nor its Subsidiaries (A) is a party to any collective bargaining agreement, or (B) is subject to any application for certification or, to the knowledge of Cannex, actual or threatened union-organizing campaigns for employees not covered under a collective bargaining agreement. (iii) Cannex and its Subsidiaries are and have been in compliance in all material respects with all applicable Legal Requirements respecting employment, 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, terms and conditions of employment and wages and wages, hours, in each caseovertime compensation, with respect to Employees; (ii) has withheld all amounts required 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 law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions against the Company Cannex or any of its subsidiaries Subsidiaries as independent contractors or consultants are properly treated as independent contractors under any workers compensation policy or long-term disability policyall applicable Laws. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company All employees of Cannex or any of its subsidiaries or disclosure to Subsidiaries classified as exempt under the Company Fair Labor Standards Act and state and local wage and hour Laws are properly classified. There are no Actions against Cannex or any of its subsidiaries Subsidiaries pending, or use to the knowledge of trade secrets Cannex, threatened to be brought or proprietary information filed, by or with any Governmental Entity or arbitrator in connection with the employment of any other person current or entity. All Employees are legally permitted to be employed by the Company former applicant, employee, consultant or independent contractor of Cannex or any of its subsidiaries 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. (iv) Neither Cannex nor its Subsidiaries is subject to any claim for wrongful dismissal, constructive dismissal or any other tort claim, actual or, to the knowledge of Cannex, threatened, or any litigation actual, or to the knowledge of Cannex, threatened, relating to employment or termination of employment of employees or independent contractors, except for such claims or litigation which individually or in the United States of America in their current jobs. aggregate would not have a Cannex Material Adverse Effect. (v) To the Company’s knowledgeknowledge of Cannex, there are no controversies labour strike, lock-out, slowdown or work stoppage is pending or threatened between against or directly affecting Cannex or its Subsidiaries, except as would not have a Cannex Material Adverse Effect. (vi) Neither Cannex nor its Subsidiaries has implemented any facility closing, layoff of employees, or taken any other action that would result in a violation of, or require any action with respect to, the Company mass termination provisions of applicable employment standards legislation or any of its subsidiaries, on the one handsimilar applicable Law, and any Employee, on the other hand, that would no such action shall be reasonably likely to result in any material liability implemented prior to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementClosing Date.

Employment Matters. Each of Except as is not reasonably likely to result in a material liability to the Company, the Company and each of its subsidiaries: (i) Subsidiaries is in compliance in all material respects with all applicable Legal Requirements respecting employment, employment practices, immigrationterms, terms conditions and conditions classifications of employment employment, employee safety and health and wages and hours, and in each case, with respect to Employees; Employees (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivi) is not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (vii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To Except as set forth in Section 2.16(k) of the Company’s knowledgeCompany Disclosure Letter, there are no actions, suits, claims or administrative matters pending, or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan. Except as is not reasonably likely to result in a material liability to the Company, there are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated claims or actions against the Company or Company, any of its subsidiaries Subsidiaries, any Company trustee or any trustee of any Subsidiary under any workers worker’s compensation policy or long-term disability policy. To Except as set forth in Section 2.16(k) of the Company Disclosure Letter, the services provided by each of the Company’s, each Subsidiary’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by and their ERISA Affiliates’ Employees are terminable at the will of the Company or any of and its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementERISA Affiliates.

Employment Matters. (a) Each of the Company and its subsidiaries: (i) Subsidiary is in material compliance in all material respects with all applicable Legal Requirements Applicable Laws respecting employment, employment and employment practices, immigration, terms and conditions of employment and wages and hours, and has not and is not engaged in each caseany unfair labour practice. No unfair labour practice complaint against any Subsidiary is pending before any labour relations board or similar governmental tribunal or agency and no notice has been received by any Subsidiary of any complaints filed by any employees against a Subsidiary claiming that a Subsidiary has violated any employee or human rights or similar legislation in any jurisdiction in which the business of the Subsidiary is conducted. (b) Other than as disclosed to the Buyer: (i) None of the Subsidiaries is a party to any written or oral policy, with respect to Employees; agreement, obligation or understanding providing for severance or termination payments to, or any employment agreement with, any director or officer of any of the Subsidiaries which cannot be terminated without payment of a maximum of 12 times such individual’s monthly salary. (ii) None of the Subsidiaries has withheld all amounts required by law any employee or by agreement to consultant whose employment or contract with the Subsidiary cannot be withheld from the wages, salaries and other payments to Employees; terminated without payment upon a maximum of 12 months’ notice. (iii) has properly classified independent contractors for purposes None of federal and applicable state tax laws and laws applicable the Subsidiaries is subject to employee benefits; any current, or to the knowledge of the Seller, pending or threatened strike or lockout. (iv) is not liable for To the knowledge of the Seller, the Subsidiaries have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of the Subsidiaries, including the provisions of any arrears collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of wages the pension or any taxes retirement income plans or any penalty for failure other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon the Subsidiaries, as the case may be (collectively referred to comply with in this subsection as the “Plans”) and all Plans maintained by or binding upon any of the foregoing; Subsidiaries are fully funded and in good standing with such regulatory authorities as may be applicable and no notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by any of the Subsidiaries from any such regulatory authority. (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions against knowledge of the Company or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledgeSeller, no Employee action has violated any employment contractbeen taken, nondisclosure agreement no event has occurred and no condition or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company circumstance exists that has resulted in or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to could reasonably be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely expected to result in any material liability to the Company Plan maintained by or binding upon any of the Subsidiaries, being ordered or required to be terminated or wound up in whole or in part or having its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreementsregistration under applicable legislation refused or revoked, or consulting agreements currently in effect that are not terminable at will being placed under the administration of any trustee or receiver or regulatory authority. (other than agreements for vi) To the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result knowledge of the termination Seller, the Subsidiaries are in compliance with the terms of any employee leasing arrangementthe collective or other applicable labour union agreements to which they are a party and since February 28, 2006 there have been no material grievance or similar actions filed, registered or otherwise, relating to or against the applicable Subsidiary in respect of such agreements.

Employment Matters. Each of (a) Neither the Company and nor any of its subsidiaries: (i) Subsidiaries is in compliance in all material respects with all applicable Legal Requirements respecting employment, employment practices, immigration, terms and conditions of employment and wages and hours, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity Authority with respect to unemployment compensation benefits, workers compensation, social security or other benefits or obligations for Employees employees (other than in accordance with Law or routine payments to be made in the normal ordinary course of business and consistent with past practicebusiness). To Except as set forth in Section 2.11(a) of the Company’s knowledge, Disclosure Schedule,(i) there are no pending, threatened or reasonably anticipated claims or actions pending against the Company or any of its subsidiaries Subsidiaries under any workers workers’ compensation policy plan or long-policy, for unemployment compensation benefits or for long term disability policy. To and (ii) there have been no claims (settled or unsettled) for injury or occupational health hazard against the Company’s knowledge, no Employee Company or any of its Subsidiaries by any employee or subcontractor. (b) No Liability has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment been incurred by the Company or any of its subsidiaries Subsidiaries for breach or disclosure otherwise accruing from the termination of employment Contracts or consulting or independent contractor Contracts to which the Company or any of its subsidiaries Subsidiaries is a party. (c) Section 2.11(c) of the Disclosure Schedule sets forth a true, correct and complete and accurate list of all individuals with (i) severance Contracts (other than severance required under Law), (ii) employment Contracts not on the Company’s standard form of agreement, and (iii) material consulting or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted material independent contractor Contracts to be employed by which the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending Subsidiaries is a party or threatened between by which the Company or any of its subsidiariesSubsidiaries is bound, on the one hand, and any Employee, on the other hand, that would be reasonably likely copies of which Contracts have been previously Made Available to result in any material liability to the Company or any of its subsidiariesParent. Neither the Company nor any of its subsidiaries Subsidiaries is presently, nor has it been in the past, a party to or bound by any employment contracts, Employee Agreements, collective bargaining agreement or consulting agreements currently in effect that are not terminable at will (other than agreements for labor union contract. No labor union contract or collective bargaining agreement is being negotiated by the sole purpose Company or any of providing for the confidentiality of proprietary information or assignment of inventions)its Subsidiaries. Neither the Company nor any of its subsidiaries will Subsidiaries has or ever had, any duty to bargain with any labor organization, and there are no labor organizations representing or purporting to represent any Company employees. To the Knowledge of the Company there have never been any activities or proceedings of any labor union to organize employees of the Company or any of its Subsidiaries. There is no labor dispute, strike, slowdown, concerted refusal to work overtime or work stoppage against the Company or any of its Subsidiaries pending now, that has occurred in the past, or, to the Knowledge of the Company, threatened that would reasonably be expected to interfere with the business activities of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has or is engaged in any unfair labor practice. None of the employees of the Company or any of its Subsidiaries are represented by any works council or other form of collective employee representation. There is no obligation to inform, consult or obtain consent whether in advance or otherwise of any labor union, works council, employee representatives or other representative bodies in order to consummate the Transactions. (d) Section 2.11(d)(i) of the Disclosure Schedule is a true, correct and complete list, as of January 17, 2014, of the names, positions, date of commencement of employment, engagement, or appointment to office and rates of compensation of all Workers, showing each such person’s name, position, status as exempt or non-exempt (with respect to U.S. Workers), fee salary, bonuses, accrued vacation and stock options, and, except as set forth in Section 2.11(d)(ii) of the Disclosure Schedule, such list has not changed in any material liability respect between January 17, 2014 and the date hereof; provided, however, that, to any Employee the extent applicable privacy or to any organization data protection Laws would prohibit the disclosure of certain personally identifiable information without the individual’s consent, Section 2.11(d)(i) and Section 2.11(d)(ii) of the Disclosure Schedule will specify such legal prohibition and will provide such information in de-identified form in compliance with applicable Laws. “Workers” means officers, managers, directors, employees (regular, temporary, part-time or otherwise), consultants and independent contractors of the Company or any other entity as a result of the termination of any employee leasing arrangementits Subsidiaries.

Employment Matters. Each Except as set forth in Section 2.10 of the Company Disclosure Letter, the Company and each of its subsidiaries: (i) is Subsidiaries are and have been in compliance in all material respects with all applicable Legal Requirements respecting employment, employment practices, immigrationterms, terms conditions and conditions classifications of employment, employee safety and health, immigration status, employment discrimination, disability rights or benefits, labor relations, employee leave requirements, plant closures and layoffs, affirmative action, whistleblower protections and wages and hourshours and, in each case, with respect to Employees; Employees (iii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is are not liable for any arrears of material wages or any taxes other remunerations, accrued holiday pay, expenses, bonus, commission, penalties, severance pay or any Taxes, any material penalty or any other payment for failure to comply with any of the foregoing; foregoing (other than any such liabilities incurred and paid in the normal course of business and consistent with past practice) and (vii) is are not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To Except as set forth in Section 2.10 of the Company’s knowledgeCompany Disclosure Letter, there are no actions, grievances, investigations, suits, claims, charges or administrative matters pending, or, to the Knowledge of the Company, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries Subsidiaries relating to any Employee that would reasonably be expected to result in a material liability to the Company and its Subsidiaries taken as a whole. There are no pending or, to the Knowledge of the Company, threatened claims or actions against the Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any workers worker’s compensation policy or long-term disability policypolicy that would reasonably be expected to result in a material liability to the Company and its Subsidiaries taken as a whole. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement No person previously employed or noncompetition agreement by which such Employee is bound due to such Employee’s employment engaged by the Company or any of its subsidiaries or disclosure Subsidiaries has provided written notice to the Company or any of its subsidiaries Subsidiary and is currently asserting a statutory or use of trade secrets contractual or proprietary information of any other person right to return to work or entity. All Employees are legally permitted to be employed re-instated or re-engaged by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementSubsidiaries.

Employment Matters. Each of the Company and its subsidiaries: (ia) is in compliance in all material respects with all applicable Legal Requirements respecting employment, employment practices, immigration, terms and conditions of employment and wages and hours, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has Subsidiaries is a party to any employment contractslabor or collective bargaining agreement, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose and no employees of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor or any of its subsidiaries will Subsidiaries are represented by any labor organization. Within the preceding three years, there have any material liability been no representation or certification proceedings, or petitions seeking a representation proceeding, pending or, to any Employee the Knowledge of the Company, threatened in writing to be brought or to any organization filed with the National Labor Relations Board or any other entity as a result labor relations tribunal or authority. Within the preceding three years, to the Knowledge of the termination Company, there have been no organization activities involving the Company or any of its Subsidiaries in respect of any group of employees of the Company or any of its Subsidiaries. (b) There are no strikes, work stoppages, slowdowns, lockouts, material arbitrations, or material grievances or other material labor disputes pending or, to the Knowledge of the Company, threatened in writing against or involving the Company or any of its Subsidiaries. There are no unfair labor practice charges, grievances, or complaints pending or, to the Knowledge of the Company, threatened in writing by or on behalf of any employee leasing arrangementor group of employees of the Company or its Subsidiaries that, if individually or collectively resolved against the Company or its Subsidiaries, would have a Material Adverse Effect on the Company. (c) There are no complaints, charges, or claims against the Company or its Subsidiaries pending or, to the Knowledge of the Company, threatened to be brought or filed with any Governmental Entity based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by the Company or its Subsidiaries that, in each case, would have a Material Adverse Effect on the Company. (d) There has been no "mass layoff" or "plant closing" as defined by the federal Worker Adjustment, Retraining and Notification Act in or any similar state statute in respect of the Company or its Subsidiaries within the six months prior to the Effective Date.

Employment Matters. Each of the The Company and its subsidiariesSubsidiary: (i) is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment employment, termination of employment, employee safety and wages and hours, and in each case, with respect to Employees; (ii) has withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing; and (viv) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no actions, suits, claims or administrative matters pending, threatened or reasonably anticipated against the Company’s knowledge, there its Subsidiary, or any of its Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pendingpending or to Sellers’ knowledge, threatened or reasonably anticipated claims or actions against Company, its Subsidiary, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy. To Sellers’ knowledge, no employee of the Company or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee Subsidiary has violated any employment contract, nondisclosure agreement agreement, non-competition or noncompetition non-solicitation agreement by which such Employee employee is bound due to such Employee’s employment employee (i) being employed by the Company or any of its subsidiaries or disclosure Subsidiary, and (ii) disclosing to the Company or any of its subsidiaries Subsidiary, or use of using, trade secrets or proprietary information of any other person or entity. All The services provided by each of the Company’s, each Subsidiary’s and their Affiliates’ Employees are legally permitted to be employed by is terminable at the will of the Company or any of and its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementAffiliates.

Employment Matters. Each of the The Company and each of its subsidiaries: (i) Subsidiaries is in compliance in all material respects with all applicable foreign, federal, state and local Legal Requirements respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hourshours of work, and in each case, with respect to Employees; : (iii) has withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; , (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no actions, suits, claims or administrative matters pending, threatened or reasonably anticipated against the Company’s knowledge, there any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pending, pending or threatened or reasonably anticipated claims or actions against the Company or Company, any of its subsidiaries Subsidiaries, any Company trustee or any trustee of any Subsidiary under any workers worker’s compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by Neither the Company or and Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their ERISA Affiliates’ Employees are terminable at the will of the Company and its subsidiaries or disclosure ERISA Affiliates and any such termination would result in no Liability to the Company or any ERISA Affiliate. Section 3.16(j) of its subsidiaries or use the Company Disclosure Letter lists all liabilities of trade secrets or proprietary information of the Company to any other person or entity. All Employees are legally permitted to be employed Employee, that result from the termination by the Company Company, Parent or any of its subsidiaries in the United States Subsidiaries of America in their current jobs. To such Employee’s employment or provision of services, a change of control of the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiariesa combination thereof. Neither the Company nor any of its subsidiaries Subsidiaries has any employment contractsmaterial Liability with respect to any misclassification of: (i) any Person as an independent contractor rather than as an employee, Employee Agreements(ii) any employee leased from another employer, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of iii) any employee leasing arrangementcurrently or formerly classified as exempt from overtime wages.

Employment Matters. (a) Neither the Company nor any of its Subsidiaries is a party to any labor or collective bargaining agreement, and no employees of the Company or any of its Subsidiaries are represented by any labor organization. Within the preceding three years, there have been no representation or certification proceedings, or petitions seeking a representation proceeding, pending or, to the knowledge of the Company, overtly threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. Within the preceding three years, to the knowledge of the Company, there have been no organization activities involving the Company or any of its Subsidiaries in respect of any group of employees of the Company or any of its Subsidiaries. (b) The Company and its Subsidiaries have good labor relations, and there are no strikes, work stoppages, slowdowns, lockouts, material arbitrations, material grievances or other material labor disputes pending or, to the knowledge of the Company, overtly threatened against or involving the Company or any of its Subsidiaries. There are no unfair labor practice charges, grievances or complaints pending or, to the knowledge of the Company, threatened in writing by or on behalf of any employee or group of employees of the Company or its Subsidiaries that, if individually or collectively resolved against the Company or its Subsidiaries, would reasonably be expected to have a Material Adverse Effect on the Company. (c) There are no complaints, charges, or claims against the Company or its Subsidiaries pending or, to the knowledge of the Company, overtly threatened to be brought or filed with any Governmental Entity based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by the Company or its Subsidiaries that, if individually or collectively resolved against the Company or its Subsidiaries, would reasonably be expected to have a Material Adverse Effect on the Company. (d) Each of the Company and its subsidiaries: (i) Subsidiaries is in material compliance in all material respects with all applicable Legal Requirements respecting employmentLaws and orders relating to the employment of labor, employment practicesincluding all such laws and orders relating to wages, immigration, terms and conditions of employment and wages and hours, in each caseWARN, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from collective bargaining, discrimination, civil rights, safety and health, workers' compensation, and the wages, salaries collection and other payments to Employees; (iii) has properly classified independent contractors for purposes payment of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, withholding and/or social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business Taxes and consistent with past practice). To the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one handsimilar Tax, and any Employee, on the other hand, that would be reasonably likely to result are not engaged in any material liability to the Company or any of its subsidiariesunfair labor practice. Neither the Company nor any of its subsidiaries Subsidiaries has instituted any employment contracts, Employee Agreements"freeze" of, or consulting agreements currently in effect that are not terminable at will (delayed or deferred the grant of, any cost-of-living or other than agreements salary adjustments for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee employees. (e) There has been no "mass layoff" or to any organization or any other entity "plant closing" as a result defined by WARN in respect of the termination of any employee leasing arrangementCompany or its Subsidiaries within the six months prior to the Closing.

Employment Matters. Each of Neither the Company nor any of its Subsidiaries has been, and its subsidiaries: are not now, a party to any collective bargaining agreement or other labor contract and there has not been, there is not presently pending (i) is in compliance in all material respects with all applicable Legal Requirements respecting employmentincluding matters which are on appeal or have not been fully funded, employment practices, immigration, terms and conditions of employment and wages and hours, in each case, administrative matters that may be closed but with respect to Employees; (iiwhich the applicable statute of limitations has not run) has withheld all amounts required by law or by agreement existing, and, to be withheld from the wagesCompany's knowledge, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) there is not liable for threatened, any arrears of wages strike, slowdown, picketing, work stoppage or employee grievance process involving the Company or any taxes or any penalty for failure to comply with any of the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice)its Subsidiaries. To the knowledge of the Company’s knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute and there is not pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries any proceeding relating to the alleged violation of any legal requirement pertaining to labor relations or employment matters, including any charge or complaint filed with the National Labor Relations Board or any comparable governmental body, and there is no organizational activity or other labor dispute against or affecting the Company or any of its Subsidiaries or the Stores. No application or petition for an election of or for certification of a collective bargaining agent is pending and no grievance or arbitration proceeding exists that might have an adverse effect upon the Company or any of its Subsidiaries or the Stores. There is no lockout of any employees by the Company or any of its Subsidiaries, and no such action is contemplated by the Company or any of its Subsidiaries. To the knowledge of the Company, there are has been no pending, charge of discrimination filed against or threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries under any workers compensation policy Subsidiaries with the Equal Employment Opportunity Commission or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementsimilar governmental body.

Employment Matters. Each of the The Company and each of its subsidiaries: (i) is Subsidiaries are in compliance in all material respects with all applicable Legal Requirements foreign and local laws, rules and regulations and the Company’s and its Subsidiaries’ own policies, plans or practices respecting employment, employment practices, immigration, terms and conditions of employment employment, worker classification, employee safety and health and wages and hourshours and employment pension programs and plans, and in each case, with respect to Employees; employees: (iii) has have withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; employees, except with respect to amounts that may need to be withheld in connection with the exercise of the Company Warrants, which have not occurred as of the date of this Agreement, but for which proper withholding and reporting will occur upon such exercise, provided, for the avoidance of doubt, that such exercise is made prior to the Effective Time, (iiiii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is are not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is are not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees employees (other than routine payments to be made in the normal course Ordinary Course of business Business including routine payments and consistent with past practicecontributions provided by mandatory law, in particular social insurance law). To There are no actions, suits, claims or administrative matters pending, or to the Knowledge of the Sellers, threatened in writing against the Company’s knowledge, there its Subsidiaries or any of their respective employees relating to any employee or Employee Agreement. There are no pendingpending or, to the Knowledge of the Sellers, threatened or reasonably anticipated claims or actions against the Company, any of its Subsidiaries or any trustee of the Company or any of its subsidiaries Subsidiaries under any workers worker’s compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment other contract, nondisclosure agreement policy, procedure, or noncompetition agreement staff handbook, including any claim for unfair dismissal, unlawful discrimination, breach of contract or redundancy pay. Except with respect to any liabilities by which such virtue of law, Section 3.22(i) of the Sellers’ Disclosure Schedule lists all contractual liabilities of the Company to any Employee is bound due to such Employee’s employment or Independent Contractor that have resulted from the termination by the Company or any of its subsidiaries Subsidiaries of such Employee’s employment or disclosure to provision of services, a change of control of the Company Company, or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobsa combination thereof. To the Company’s knowledgeKnowledge of the Sellers, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither neither the Company nor any of its subsidiaries Subsidiaries has direct or indirect liability with respect to any employment contracts, Employee Agreementsmisclassification of any person as an independent contractor rather than as an employee, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability with respect to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementleased from another employer.

Employment Matters. Each (a) Except as set forth on Section 5.21(a) of the Company Disclosure Schedules and pursuant to the Company Stock Plans, as may be amended, or amended and restated or replaced from time to time, neither the Company or any of its subsidiaries: Subsidiaries is a party to or bound by any Contract that obligates the Company or any of its Subsidiaries to pay any Company Employee any payment (iincluding termination or severance payments) resulting from the change of control of the Company or its Subsidiaries or otherwise in connection with the Transactions. (b) The Company and each of its Subsidiaries is and has been in compliance in all material respects with all applicable Legal Requirements respecting employment, Laws relating to employment and employment practices, immigrationincluding without limitation those regarding employment standards, terms accessibility, occupational safety and conditions of employment health, pay equity, labor relations, human rights, privacy, and wages and hoursworkers’ compensation, except as would not have, or would not reasonably be expected to have, individually or in each casethe aggregate, with respect to Employees; a Company Material Adverse Effect. (iic) has withheld all amounts required by law There is no material labor dispute, strike, picketing, slowdown, work stoppage lockout, material arbitration or by agreement to be withheld from material grievance, or other material labor dispute against or involving the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages Company or any taxes or any penalty for failure of its Subsidiaries outstanding, pending or, to comply with any the knowledge of the foregoing; and (v) is not liable for any material payment to any trust Company or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there are no pendingits Subsidiaries, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries under any workers compensation policy Subsidiaries. (d) Except as set forth in Section 5.21(d) of the Company Disclosure Schedules, and other than Actions for less than $250,000, there is no ongoing litigation or, to the knowledge of the Company or long-term disability policy. To the Company’s knowledgeits Subsidiaries, no Employee has violated any employment contractpending or threatened in writing material litigation, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by against the Company or any of its subsidiaries Subsidiaries for wrongful dismissal or disclosure other labor or employment-related claims, including but not limited to complaints under applicable employment standards legislation, pay equity legislation, human rights legislation, labor relations legislation, or occupational health and safety legislation. (e) All contributions and premiums required to be paid to all statutory plans and all necessary and statutory withholdings which the Company or any of and its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees Subsidiaries are legally permitted required to be employed comply with have been paid by the Company and its Subsidiaries, as applicable, in accordance with applicable law except as would not have, or any of its subsidiaries would not reasonably be expected to have, individually or in the United States of America in their current jobs. To the Company’s knowledgeaggregate, there are no controversies pending or threatened between the a Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementMaterial Adverse Effect.

Employment Matters. Each of the The Company and each of its subsidiaries: (i) is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment and employment, wages and hours, and the WARN Act and any similar state or local “mass layoff” or “plant closing” laws, rules and regulations, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws, laws applicable to employee benefitsbenefits and other applicable laws, except where the failure to properly classify such independent contractors would not result in a material liability to the Company; (iv) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no pending, or, to the Company’s knowledge, there are no pendingKnowledge, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledgeKnowledge, no Employee of the Company has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment Employee being employed by the Company or any of its subsidiaries or disclosure and disclosing to the Company or any of its subsidiaries or use of using trade secrets or proprietary information of any other person or entity. All Employees employees of the Company are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there There are no controversies pending or threatened or, to the Company’s Knowledge threatened, between the Company or any subsidiary of its subsidiariesthe Company, on the one hand, and any Employeeof their respective employees, on the other hand, that would be reasonably likely to result in any the Company’s incurring material liability to liability. Except as set forth in Part 3.12(j) of the Company or any of its subsidiaries. Neither Disclosure Schedule, the Company nor any of its subsidiaries has does not have any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventionsinvention). Neither the The Company nor any of its subsidiaries will have any material no liability to any Employee employee or to any organization or any other entity as a result of the termination of any employee leasing arrangement.

Employment Matters. Each of the The Company and its subsidiaries: (i) is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local Laws, rules, regulations, and ordinances respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hourshours of work, and in each case, with respect to Employees; : (iii) has withheld and reported all amounts required by law Law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; , (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any arrears of wages wages, bonuses, benefits, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there There are no actions, suits, claims, audits, investigations, or administrative matters pending, threatened or reasonably anticipated against the Company or any of its Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pending or threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries Company trustee under any workers worker’s compensation policy or long-term disability policy. To The Company is not party to a conciliation agreement, consent decree, or other agreement or order with any Governmental Authority with respect to employment practices. The services provided by the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee and its ERISA Affiliates’ Employees is bound due to such Employee’s employment by terminable at the will of the Company or any of and its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, ERISA Affiliates and any Employee, on the other hand, that such termination would be reasonably likely to result in any material no liability to the Company or any ERISA Affiliate. Section 3.21(l) of its subsidiaries. Neither the Disclosure Schedule lists all liabilities of the Company nor to any Employee, that result from the termination by the Company, Buyer or any of its subsidiaries has any of such Employee’s employment contractsor provision of services, Employee Agreementsa change of control of the Company, or consulting agreements currently in effect that are a combination thereof. The Company does not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability with respect to any Employee or to misclassification of: (a) any organization or any other entity person as a result of the termination of an independent contractor rather than as an employee, (b) any employee leasing arrangementleased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wages.

Employment Matters. Each (a) The Seller and each of the Company and its subsidiaries: Subsidiaries (i) is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment and wages and hours, in each case, with respect to Employeesemployees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employeesemployees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (viv) is not liable for any material payment to any trust or other fund or to any Governmental Entity Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there are no pending, threatened . (b) No work stoppage or reasonably anticipated claims or actions labor strike against the Company Seller or any of its subsidiaries under Subsidiaries is pending or, to the best knowledge of the Seller, threatened. Neither the Seller nor any workers compensation policy of its Subsidiaries is involved in or, to the knowledge of the Seller, threatened with, any labor dispute, grievance, or long-term disability policylitigation relating to labor, safety or discrimination matters involving any employee, including without limitation charges of unfair labor practices or discrimination complaints, that, if adversely determined, would, in the aggregate, have a Seller Material Adverse Effect. To Neither the Company’s knowledgeSeller nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act that would, no Employee in the aggregate, directly or indirectly have a Seller Material Adverse Effect. Neither the Seller nor any of its Subsidiaries is presently, nor has violated it been in the past, a party to or bound by any employment contract, nondisclosure collective bargaining agreement or noncompetition union contract with respect to employees other than as set forth in the Seller Disclosure Schedule and no collective bargaining agreement by which such Employee is bound due to such Employee’s employment being negotiated by the Company Seller or any of its subsidiaries Subsidiaries. No union organizing campaign or disclosure activity with respect to non-union employees of the Company Seller or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledgeSubsidiaries is ongoing, there are no controversies pending or threatened between the Company or any of its subsidiariesor, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result best knowledge of the termination of any employee leasing arrangementSeller, threatened.

Employment Matters. (a) Each of the Company and its subsidiaries: (i) is in compliance Subsidiaries has complied in all material respects with all applicable Legal Requirements laws, rules and regulations respecting employment, employment and employment practices, immigration, terms and conditions of employment and employment, wages and hours, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from and neither the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes Company nor any of federal and applicable state tax laws and laws applicable to employee benefits; (iv) its Subsidiaries is not liable for any arrears of wages or any taxes or any penalty penalties for failure to comply with any of such laws, rules or regulations; (b) the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To Company believes that the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions against the Company or any of 's and its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee Subsidiaries' relations with their respective employees is bound due to such Employee’s employment by the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, satisfactory; (c) there are no controversies pending or or, to the best knowledge of the Company, threatened between the Company or any of its subsidiariesSubsidiaries and any of their respective employees, which controversies have or could have a Material Adverse Effect on the one handCompany; (d) neither the Company nor any Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to Persons employed by the Company or any such Subsidiary, and nor, to the best knowledge of the Company, are there any Employeeactivities or proceedings of any labor union to organize any such employees; (e) there are no unfair labor practice complaints pending against the Company or any of its Subsidiaries before the National Labor Relations Board or any current union representation questions involving employees of the Company or any of its Subsidiaries; (f) there is no strike, on slowdown, work stoppage or lockout existing, or, to the other handbest knowledge of the Company, that would be reasonably likely threatened, by or with respect to result in any material liability employees of the Company or any of its Subsidiaries; (g) no charges are pending before the Equal Employment Opportunity Commission or any state, local or foreign agency responsible for the prevention of unlawful employment practices with respect to the Company or any of its subsidiaries. Neither Subsidiaries; (h) there are no claims pending against the Company or any of its Subsidiaries before any workers' compensation board; and (i) neither the Company nor any of its subsidiaries Subsidiaries has received notice that any employment contractsfederal, Employee Agreementsstate, local or consulting agreements currently in effect that are not terminable at will (other than agreements foreign agency responsible for the sole purpose enforcement of providing for the confidentiality labor or employment laws intends to conduct an investigation of proprietary information or assignment of inventions). Neither relating to the Company nor or any of its subsidiaries will have any material liability Subsidiaries and, to any Employee or to any organization or any other entity as a result the best knowledge of the termination of any employee leasing arrangementCompany, no such investigation is in progress.

Employment Matters. Each of the The Company and its subsidiaries: (i) is the Subsidiary are in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules, regulations and ordinances respecting employment, employment practices, immigration, terms and conditions of employment employment, equal opportunity, employee safety and wages and hours, worker classification, and in each case, with respect to Employees; : (iii) has withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, bonus benefits, salaries and other payments to Employees; , (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any arrears of wages wages, overtime payments, bonuses, severance pay or any taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no actions, suits, claims, audits, investigations or administrative matters pending, or to the Knowledge of the Company’s knowledge, threatened against the Company or the Subsidiary relating to any Employee, Employee Agreement or Company Employee Plan, and to the Knowledge of the Company there are no pendingsuch actions, suits, claims, audits, investigations or administrative matters pending or threatened against any Employee. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries the Subsidiary under any workers worker’s compensation policy or longLaw. Except as set forth on Section 2.20(k) of the Disclosure Schedule, the services provided by each of the Employees are terminable at the will of the Company or the Subsidiary, as applicable. The Company and the Subsidiary have properly treated all independent contractors who have rendered services to the Company or the Subsidiary as non-term disability policyemployees for all federal, state, local and foreign tax purposes, as well as for all ERISA and employee benefits purposes. To the Knowledge of the Company, neither the Company nor the Subsidiary has any direct or indirect liability with respect to any misclassification of any person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer. To the Company’s knowledgeKnowledge, there has been no Employee has violated determination by any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment Governmental Entity that any independent contractor engaged by the Company or any the Subsidiary is an employee of its subsidiaries or disclosure to the Company or the Subsidiary, as applicable, nor is any of its subsidiaries such investigation by any Governmental Entity pending or, to the Company’s Knowledge, threatened. There have not been any “plant closings” or use of trade secrets “mass layoffs” (as those terms are defined in the Worker Adjustment and Retraining Notification Act, or proprietary information of any other person similar local, state or entity. All Employees are legally permitted to be employed foreign law, hereinafter the “WARN Act”), by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, Subsidiary that would be reasonably likely to result create any obligations or liabilities under the WARN Act in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability relation to any Employee plant closings, mass layoffs or to any organization or any other entity as a result terminations of the termination of any employee leasing arrangementemployment.

Employment Matters. Each of the The Company and each of its subsidiaries: (i) Subsidiaries is in compliance in all material respects with all applicable Legal Requirements respecting relating to employment, employment practicesequal opportunity, immigrationclassification, terms nondiscrimination, immigration employee safety and conditions of employment health and wages and hours, and in each case, with respect to Employees; , does not have any material liability (iii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; and , or (vii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no actions, suits, claims (other than routine claims for benefits) or administrative matters pending, or to the Knowledge of the Company’s knowledge, there threatened or reasonably anticipated against the Company or any of its Subsidiaries relating to any Employee, Employee Agreement or Company Employee Plan. There are no pending, pending or threatened or reasonably anticipated claims or actions against the Company or Company, any of its subsidiaries Subsidiaries, any Company trustee or any trustee of any Subsidiary under any workers worker’s compensation policy or long-term disability policy. To The services provided by each of the Company’s, each Subsidiary’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by and their ERISA Affiliates’ Employees are terminable at the will of the Company or any of and its subsidiaries or disclosure ERISA Affiliates, except to the Company extent that no payments, benefits or any of its subsidiaries other obligations are or use of trade secrets may be or proprietary information of any other person become payable upon or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiariesfollowing termination. Neither the Company nor any of its subsidiaries has Subsidiaries is a party to any contract or agreement (whether written or unwritten) with any Employee of the Company or any of its Subsidiaries that (i) restricts the right of the Company or any of its Subsidiaries to terminate the employment contracts, of any Employee Agreements, without cause or consulting agreements currently in effect that are not terminable at will (ii) obligates the Company or any of its Subsidiaries to pay severance or other benefits (other than agreements for the sole purpose as required by COBRA) to any Employee upon termination of providing for the confidentiality such Employee’s employment or provision of proprietary information or assignment of inventions). Neither services with the Company nor or any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as Subsidiaries, a result change of control of the termination Company (including entry into an agreement in connection with a potential change of any employee leasing arrangementcontrol), or a combination thereof.

Employment Matters. Each of the The Company and each of its subsidiaries: (i) is Subsidiaries are in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment employment, employee safety and health and wages and hours, and in each case, with respect to Employees; , in all material respects: (iii) has have withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; , (iiiii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is are not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is are not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than than, in each case, routine payments to be made in the normal course of business and consistent with past practice). To Except as disclosed in Section 2.23(i) of the Company’s knowledgeDisclosure Schedule, there are no pendingmaterial actions, suits, claims or administrative matters pending or, to the Knowledge of the Company as of the date hereof, threatened against the Company, any of its Subsidiaries, or reasonably anticipated any of their Employees relating to any Employee Agreement. There are no pending or, to the Knowledge of the Company, threatened material claims or actions against the Company or Company, any of its subsidiaries Subsidiaries, any Company trustee or any trustee of any Subsidiary under any workers worker’s compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any Knowledge of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither neither the Company nor any Subsidiary has direct or indirect material liability with respect to any misclassification of its subsidiaries has any employment contracts, Employee Agreementsperson as an independent contractor rather than as an employee, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability with respect to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementleased from another employer.

Employment Matters. (a) Each of the Company ALLTEL Entity and its subsidiaries: Affiliate thereof (iA) is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local Laws respecting employment, employment practices, immigration, terms and conditions of employment and wages and hours, in each case, hours with respect to Employeesemployees employed in operating the ALLTEL System or former employees during their employment in operating the ALLTEL System; (iiB) has withheld provided for the withholding of all amounts required by law Law or by agreement to be withheld from the wages, salaries and other payments to Employeessuch employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivC) is not liable for any arrears of wages wages, any other compensation or benefits (including vacation or severance pay) or any taxes related to the ALLTEL System or any penalty for failure to comply with any of the foregoing; and (vD) is not liable for any material payment to any trust or other fund or to any Governmental Entity Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees such employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the CompanyExcept as set forth on Schedule 3.15(a), to ALLTEL’s knowledgeKnowledge, there are no pendingpending claims, threatened charges, actions, investigations or reasonably anticipated claims lawsuits filed against an ALLTEL Entity or actions against the Company ALLTEL Newco with any court or any Governmental Authority involving the employment of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information termination of any other person current or entity. All Employees are legally permitted former employees pertaining to be employed by the Company or any of its subsidiaries their involvement in the United States operation of America in their current jobsthe ALLTEL System. To the CompanyExcept as set forth on Schedule 3.15(a), to ALLTEL’s knowledge, Knowledge: (i) there are no controversies such claims, charges, actions, investigations or lawsuits threatened, and (ii) no facts exist which could give rise to liability to any current or former employees involved in the operation of the ALLTEL System. (b) For each employee directly employed in operating the ALLTEL System, Schedule 3.15(b) sets forth as of the date hereof the name, position, market location, date of hire, current annual salary, hourly rate of pay, commission and/or bonus arrangement (as applicable), service credited for purposes of vesting and eligibility under any ALLTEL System Employee Plan, the current status of the employee as either active or on leave and if on leave, the type of leave, and the amount of the last salary or rate of pay increase and the date thereof of all active employees and all inactive employees on leave or other inactive status, in each case employed by an ALLTEL Entity, ALLTEL Newco or any Affiliate thereof in the operation of the ALLTEL System. None of the ALLTEL Entities, ALLTEL Newco or any Affiliate thereof is a party to, nor is bound by, any contracts or employment agreements with respect to employees or officers engaged, to any extent, in the operation of the ALLTEL System. (c) To ALLTEL’s Knowledge: (i) any individual engaged by an ALLTEL Entity, ALLTEL Newco or an Affiliate thereof as an independent contractor in connection with the ALLTEL System has been accurately classified as an independent contractor for all purposes, including payroll tax, withholding, unemployment insurance and benefits, and (ii) none of the ALLTEL Entities, ALLTEL Newco or any Affiliate thereof has received notice of any pending or threatened between the Company inquiry from any Governmental Authority concerning such independent contractor status, or any pending or threatened claim by any party that any such independent contractor be reclassified as an employee for any purpose. (d) On or prior to the Closing Date, ALLTEL shall provide USCC a list of its subsidiariesthe former employees who performed services for the ALLTEL System at a location in the ALLTEL Service Area and have terminated employment due to lay-off or position elimination during the 90 calendar day period preceding the Closing Date with their position and work location at time of termination, except for terminations of employment pursuant to Section 6.01(a), and a list of the total number of employees employed at each work location in the ALLTEL Service Area as of the Closing Date. (e) There are no employment, severance or similar agreements which are binding on USCC or an Affiliate thereof, including ALLTEL Newco after Closing (as a successor employer or otherwise) or which will create any obligation whatsoever after the Closing on the one handpart of USCC or an Affiliate thereof, and including ALLTEL Newco after Closing, in regard to any Employeeemployee, on the other handmanager, that would be reasonably likely to result in agent, contractor or officer of any material liability to the Company ALLTEL Entity, ALLTEL Newco or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementAffiliate thereof.

Employment Matters. Each (a) Except as set forth on Schedule 3.17(a), no employees of the Company and its subsidiaries: (i) is in compliance in all material respects with all applicable Legal Requirements respecting employment, employment practices, immigration, terms and conditions of employment and wages and hours, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries under Subsidiaries are represented by any workers compensation policy labor organization. Since November 8, 2001, there have been no representation or long-term disability policy. To certification proceedings, or petitions seeking a representation proceeding, pending or, to the Knowledge of the Company’s knowledge, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. Within the preceding year, to the Knowledge of the Company, there have been no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by organization activities involving the Company or any of its subsidiaries or disclosure to Subsidiaries in respect of any group of employees of the Company or any of its subsidiaries Subsidiaries. (b) There are no strikes, work stoppages, slowdowns, lockouts, material arbitrations, or use of trade secrets material grievances or proprietary information of any other person material labor disputes pending or entity. All Employees are legally permitted to be employed by threatened in writing against or involving the Company or any of its subsidiaries in Subsidiaries. There are no unfair labor practice charges, grievances, or complaints pending or, to the United States Knowledge of America in their current jobs. To the Company’s knowledge, there are no controversies pending threatened in writing by or threatened between on behalf of any employee or group of employees of the Company or any of its subsidiariesSubsidiaries that, on the one handin each case, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to if individually or collectively resolved against the Company or any of its subsidiaries. Subsidiaries, would have a Material Adverse Effect. (c) Neither the Company nor any of its subsidiaries Subsidiaries has received notice of any employment contractscomplaints, Employee Agreementscharges, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither claims against the Company nor or its Subsidiaries and, to the Knowledge of the Company, there are no complaints, charges or claims threatened to be brought or filed with any Governmental Authority based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by the Company or its subsidiaries will Subsidiaries that, in each case, if resolved against the Company or its Subsidiaries, would have any material liability to any Employee or to any organization a Material Adverse Effect. (d) All employees currently employed by the Company or any other entity Subsidiary in the United States are authorized for such employment in the United States in accordance with the Immigration and Naturalization Act, as amended, and regulations promulgated under that statute. The Company and each Subsidiary have completed in all material respects and retained in accordance with United States Immigration and Naturalization Service regulations a result Form I-9 for each such employee. (e) There has been no "mass layoff" or "plant closing" as defined by the federal Worker Adjustment, Retraining and Notification Act (the "WARN Act") or any similar state statute in respect of the termination Company or its Subsidiaries within the six months prior to the date of any employee leasing arrangementthis Agreement.

Employment Matters. Each of the Company and its subsidiariesThe Acquired Companies: (i) is are, and for the past three (3) years have been, in compliance in all material respects with all applicable Legal Requirements federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment, applicant and employee background checks, immigration and verification of employment eligibility, discrimination, harassment, retaliation, equal employment opportunity, whistleblowers, employee leave laws, classification of workers as employees and independent contractors, privacy, remuneration for inventions, employee representation, employee safety and health, overtime work and wages and hours, in each casecollective negotiations, with respect to Employeesworking time, social security, lending of personnel, temporary and fixed-term employment, Contract termination, and any other labor and employment-related matter; (ii) has have withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employeesemployees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is are not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; and (viv) is are not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no Legal Proceedings pending or, to the Company’s knowledge, there are no pendingKnowledge, threatened or reasonably anticipated claims or actions against the Company Acquired Companies or any of its subsidiaries under their employees relating to any workers compensation policy or long-term disability policyCompany Employee Plan. To There are no pending or, to the Company’s knowledgeKnowledge, threatened Legal Proceedings against the Acquired Companies or any trustee of the Acquired Companies under any workers’ compensation policy. Except as prohibited by local statutory legislation, the services provided by each of the Acquired Companies’ employees is terminable at the will of the Company (or the applicable Company Subsidiary) or at the will of the employee at any time for any reason or no Employee has violated reason with or without prior notice. Section 3.23(k) of the Company Disclosure Schedule lists all liabilities of the Acquired Companies to any employment contractemployee, nondisclosure agreement that result from the termination by Purchaser or noncompetition agreement by which the Acquired Companies of such Employee is bound due to such Employeeemployee’s employment by or provision of services, a change of control of the Company Acquired Companies, or a combination thereof. None of the Acquired Companies has any of its subsidiaries or disclosure liability with respect to the Company or any of its subsidiaries or use of trade secrets or proprietary information misclassification of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledgePerson as an exempt employee, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreementsas an independent contractor rather than as an employee, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability with respect to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementleased from another employer.

Employment Matters. Each of the The Company and each of its subsidiaries: (i) is Subsidiaries are and have been in compliance in all material respects with all applicable Legal Requirements respecting employment, employment practices, immigrationterms, terms conditions and conditions classifications of employment, employee safety and health, immigration status, employment discrimination, disability rights or benefits, labor relations, employee leave requirements, plant closures and layoffs, affirmative action, whistleblower protections and wages and hourshours and, in each case, with respect to Employees; Employees (iii) has withheld all amounts required by law or by agreement to be withheld from except as accrued in the wagesordinary course, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is are not liable for any arrears of wages or any taxes other remunerations, accrued holiday pay, expenses, bonus, commission, penalties, severance pay or any Taxes, any penalty or any other payment for failure to comply with any of the foregoing; foregoing and (vii) is are not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no actions, grievances, investigations, suits, claims, charges or administrative matters pending, or, to the Knowledge of the Company’s knowledge, there threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pendingpending or, to the Knowledge of the Company, threatened or reasonably anticipated claims or actions against the Company or Company, any of its subsidiaries Subsidiaries, any Company trustee or any trustee of any Subsidiary under any workers worker's compensation policy or long-term disability policy. To Except as set forth in SECTION 2.16(k) of the Company Disclosure Letter, the services provided by each of the Company’s knowledge's, no each of the Company's Subsidiary's and each of their ERISA Affiliates' Employees employed in the United States are terminable at the will of the Company and its ERISA Affiliates and all Employee Agreements relating to Employees employed or engaged in the United Kingdom are terminable by giving the applicable minimum period of notice specified in section 86 of the United Kingdom's Employment Rights Act 1996. No Employee has violated at any employment contracttime been the subject of a "relevant xxxxxxxx" for the purposes of the United Kingdom's Transfer of Undertakings (Protection of Employment) Regulations 2006. The Company and its Subsidiaries, nondisclosure agreement as appropriate, do not operate or noncompetition agreement intend to operate and have not operated any arrangement or any redundancy or redeployment scheme or arrangement, whether formal or informal. contractual or non-contractual, which provide for payments greater than those required by which such applicable laws, statutes, orders, rules and regulations or for notice periods greater than those set out in applicable Employee Agreements. There are no Employees who have been absent from work for more than four weeks (whether on maternity leave, unpaid leave, long-term sickness, secondment, authorized annual leave or any other type of leave or otherwise) in the twelve-month period ending on the date of this Agreement. There is bound due to such Employee’s employment no person previously employed or engaged by the Company or any of its subsidiaries Subsidiaries, as appropriate, who now has or disclosure may have a statutory or contractual or other right to the Company return to work or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed re-instated or re-engaged by the Company or its Subsidiaries (as appropriate). There are no homeworking, part-time, job share, flexi time or other flexible working arrangements or early retirement schemes applicable to any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementEmployees.

Employment Matters. Each of the Company and its subsidiariesSubsidiaries: (i) is is, to the Company’s Knowledge, in compliance in all material respects with all applicable Legal Requirements laws, rule or regulations respecting employment, employment practices, immigration, terms and conditions of employment and wages and hours, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wagesCompany’s Knowledge, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws, laws applicable to employee benefitsbenefits and other applicable laws; (iviii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with pay any of the foregoingwages; and (viv) is not liable for any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no material pending, or, to the Company’s knowledge, there are no pendingKnowledge, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries Subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledgeKnowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries Subsidiaries or disclosure to the Company or any of its subsidiaries Subsidiaries or use of trade secrets or proprietary information of any other person or entity. All To the Company’s Knowledge, all Employees in the United States of America are legally permitted to be employed by the Company or any of its subsidiaries Subsidiaries in the United States of America in their current jobs. To There is no litigation or dispute that has been reduced to writing pending or, to the Company’s knowledgeKnowledge, there are no controversies pending or threatened threatened, between the Company or any of its subsidiariesSubsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiariesSubsidiaries. Neither the The Company nor any of its subsidiaries has any employment contracts, no Employee Agreements, or consulting agreements Agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries Subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangement.

Employment Matters. Each of the The Company and its subsidiaries: (i) each ERISA Affiliate is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment employment, employee safety, and wages and hours, and in each case, with respect to Employees; : (iii) has withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries salaries, fees and other payments to Employees; , (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any arrears of wages wages, severance pay or any taxes (including PAYE) or National Insurance contributions save for such wages, pay, taxes or contributions which relate to the current payroll period and are not due for payment before the date of this Agreement or any penalty for failure to comply with any of the foregoing; , and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), (iv) is not to the Knowledge of the Warrantors liable for breach of any contract of service or for services, for redundancy payments, protective awards or for compensation for wrongful dismissal, unfair dismissal, for any claim in respect of an accident or injury or failure to comply with any order for the reinstatement or re-engagement of any Employee or former employee. To Neither the Company’s knowledgeCompany nor any ERISA Affiliate is bound to pay after the date of this Agreement any compensation or any other payment to any former employee, there director or consultant. No gratuitous payments have been made within the period of 12 months ending on the date of this Agreement or promised in respect of the actual or proposed termination, suspension or variation of any Employee Agreement. There are no pending, pending or to the Knowledge of the Warrantors threatened or reasonably anticipated claims or actions against the Company, any ERISA Affiliate, any Company trustee or any trustee of its subsidiaries any Company Employee Plan under any workers worker’s compensation policy or long-term disability policy. To The services provided by the Company’s knowledgeERISA Affiliates’ Employees who are employed in the United States of America are terminable at the will of the ERISA Affiliates, as applicable, and any such termination would result in no Employee liability to the Company or any ERISA Affiliate, except as required by applicable law. To the Knowledge of the Warrantors, neither the Company nor any ERISA Affiliate has violated direct or indirect liability with respect to any employment contractmisclassification of any Person as an independent contractor rather than as an employee, nondisclosure agreement or noncompetition agreement with respect to any employee leased from another employer. To the Knowledge of the Warrantors, there are no matters which might reasonably be considered grounds for dismissal of any employee, director or consultant. No grievance or complaint of discrimination has been raised within the period of 12 months ending on the date of this Agreement by which such Employee is bound due to such Employee’s employment by any current or former employee, director or consultant of the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entitySubsidiaries. All Employees are legally permitted to be who require a work permit have such a permit in force, and such permit will remain in force for at least three months following Closing. No Person has been employed by the Company or any of its subsidiaries ERISA Affiliate in the United States UK who does not have leave to enter or remain in the UK or otherwise in breach of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result section 8 of the termination of any employee leasing arrangementAsylum and Immigration Axx 0000.

Employment Matters. Each of the The Company and each of its subsidiaries: (i) is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment and employment, wages and hours, and the WARN Act and any similar state or local "mass layoff" or "plant closing" laws, rules and regulations, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws, laws applicable to employee benefitsbenefits and other applicable laws, except where the failure to properly classify such independent contractors would not result in a material liability to the Company; (iv) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there There are no pending, or, to the Company's Knowledge, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge's Knowledge, no Employee of the Company has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment Employee being employed by the Company or any of its subsidiaries or disclosure and disclosing to the Company or any of its subsidiaries or use of using trade secrets or proprietary information of any other person or entity. All Employees employees of the Company are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there There are no controversies pending or threatened or, to the Company's Knowledge threatened, between the Company or any subsidiary of its subsidiariesthe Company, on the one hand, and any Employeeof their respective employees, on the other hand, that would be reasonably likely to result in any the Company's incurring material liability to liability. Except as set forth in Part 3.12(j) of the Company or any of its subsidiaries. Neither Disclosure Schedule, the Company nor any of its subsidiaries has does not have any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventionsinvention). Neither the The Company nor any of its subsidiaries will have any material no liability to any Employee employee or to any organization or any other entity as a result of the termination of any employee leasing arrangement.

Employment Matters. Each (a) There is no charge pending, and neither the Company nor any of its Subsidiaries has received notice of any material threats, against the Company or any of its Subsidiaries alleging, with respect to any employee or employees of the Company or any of its Subsidiaries, any violation of any statute or regulation relating to employment and employment practices, any violation of OSHA or other similar Legal Requirement, or any violation of any collective bargaining agreement, any unlawful discrimination in employment practices or any unfair labor practices before any Governmental Authority or arbitrator. (b) There are no pending, and neither the Company nor any of its Subsidiaries has received notice of any threatened, union organizing efforts, labor strikes, slow-downs or work stoppages against the Company or any of its Subsidiaries. (c) No employees of the Company or any of its Subsidiaries are covered by any collective bargaining agreement with respect to their employment with the Company or any of its Subsidiaries, and no collective bargaining agreement or other similar labor union agreement for employees of the Company or any of its Subsidiaries with respect to their employment with the Company or any of its Subsidiaries is currently being negotiated or pending negotiation by the Company or any of its Subsidiaries. (d) There has been no strike, work slowdown, employee lockout or concerted work stoppage with respect to the business activities of the Company or any of its Subsidiaries during the last three (3) years. (e) There is no material complaint against the Company or any of its Subsidiaries issued by, and neither the Company nor any of its Subsidiaries has received notice of any pending material complaint before, the National Labor Relations Board or any comparable non-U.S. Governmental Authority. (f) The Company and its subsidiaries: (i) is Subsidiaries are in compliance in all material respects with all applicable Legal Requirements respecting employmentrelating to the employment of labor, employment practicesincluding those related to wages, immigration, terms and conditions of employment and wages and hours, in each caseimmigration and naturalization, with respect collective bargaining and the payment and withholding of Taxes and other sums as required by appropriate Governmental Authorities and have withheld and paid to Employees; (ii) has withheld the appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all amounts required by law or by agreement to be withheld from employees of the wages, salaries Company or any of its Subsidiaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is are not liable for any arrears of wages wages, taxes, penalties or any taxes or any penalty other sums for failure to comply with any of the foregoing; . The Company and (v) is not liable its Subsidiaries have paid in full to all employees or adequately accrued for in accordance with GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, and neither the Company nor any of its Subsidiaries has received notice of any material payment to any trust or other fund or to any Governmental Entity claim with respect to unemployment compensation benefitspayment of wages, social security salary or other benefits overtime pay that has been asserted or obligations for Employees (other than routine payments is now pending or threatened before any Governmental Authority with respect to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there are no pending, threatened any persons currently or reasonably anticipated claims or actions against the Company or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be formerly employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiariesSubsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee AgreementsSubsidiaries is a party to, or consulting agreements currently otherwise bound by, any executory consent decree with, or citation by, any Governmental Authority relating to employees or employment practices. The Company and its Subsidiaries are in effect that are not terminable at will (other than agreements for compliance with the sole purpose requirements of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor WARN and any of its subsidiaries will similar Legal Requirements and have any material liability no liabilities pursuant to WARN, in each case as determined without regard to any Employee terminations of employment that occur on or to any organization or any other entity as a result of after the termination of any employee leasing arrangementEffective Time.

Employment Matters. Each (a) The Company has provided or otherwise made available to Parent (including through the Company SEC Reports) true and complete copies of all material benefit and compensation plans (the “Company Benefit Plans”) covering employees of the Group Companies, including all material amendments thereto, other than any Company Benefit Plans mandated by applicable Law to which the sole liability of the Company and its subsidiaries: Subsidiaries is to make contributions required by Law including plans or programs maintained by a Governmental Authority requiring the payment of social insurance taxes or similar contributions by the Company or its Subsidiaries to a fund of a Governmental Authority with respect to wages of an employee. (b) Except as expressly contemplated by this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with another event, such as a termination of employment) will (i) result in any payment becoming due to any current or former director or current or former employee of the Company or any of its Subsidiaries under any of the Company Benefit Plans or otherwise; (ii) increase any benefits otherwise payable under any of the Company Benefit Plans; or (iii) result in any acceleration of the time of payment or vesting of any such benefits. (c) Except as would not have a Material Adverse Effect, (i) each Group Company is in compliance in all material respects with all applicable Legal Requirements respecting employment, Laws relating to employment and employment practices, immigrationincluding those related to wages, work hours, shifts, overtime, holidays and leave, collective bargaining terms and conditions of employment and wages the payment and hours, in each case, with respect to Employeeswithholding of social security Taxes or any other Taxes and other sums as required by the appropriate Governmental Authority; (ii) each Group Company has withheld and paid in full to the appropriate Governmental Authority, or is holding for payment not yet due to such Governmental Authority, all amounts required by law or by agreement to be withheld from or paid with respect to Employees (including the wageswithholding and payment of all individual income Taxes), salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages wages, taxes, penalties or any taxes or any penalty other sums for failure to comply with any of the foregoing; (iii) each Group Company has paid in full to all of its Employees or adequately accrued for in accordance with GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such Employees and there is no claim with respect to payment of wages, salary, commission or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any persons currently or formerly employed or engaged by any Group Company; (iv) no Group Company is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to persons employed or engaged by it or their labor or employment practices; (v) there is not liable for any material payment to any trust no charge or other fund or to any Governmental Entity proceeding with respect to unemployment compensation benefitsa violation of any occupational safety or health standards that has been asserted or is now pending or threatened with respect to any Group Company; and (vi) there is no charge of discrimination in employment or employment practices, social security for any reason, including, without limitation, age, gender, race, religion or other benefits legally protected category, which has been asserted or obligations for Employees is now pending or threatened before any Governmental Authority in any jurisdiction in which any Group Company has employed or employ any person. (other than routine d) With respect to the each Company Benefit Plan, (i) all material payments due from the Company or Subsidiaries to be the date hereof have been made in and all amounts properly accrued to the normal course date hereof, or as of business the Closing Date, as liabilities of the Company and consistent with past practice). To Subsidiaries that have not been paid have been properly recorded on the Company’s knowledge, books of the Company and (ii) there are no pendingclaims, legal proceedings or outstanding order by any Governmental Authority pending or, to the knowledge of the Company, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability with respect to any Employee Company Benefit Plan. Each Company Benefit Plan is and has at all times been operated and administered in compliance with the provisions thereof and all applicable Law. Each contribution or other payment that is required to any organization have been accrued or any other entity as made under or with respect to each Company Benefit Plan has been duly accrued and made on a result of the termination of any employee leasing arrangementtimely basis.

Employment Matters. Each of the The Company and each of its subsidiariesSubsidiaries: (i) is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment employment, termination of employment, employee safety and wages and hours, and in each case, with respect to Employees; (ii) has withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing; and (viv) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no actions, suits, claims or administrative matters pending, threatened or reasonably anticipated against the Company’s knowledge, there any of its Subsidiaries, or any of its Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pending, pending or threatened or reasonably anticipated claims or actions against the Company or Company, any of its subsidiaries Subsidiaries, any Company trustee or any trustee of any Subsidiary under any workers worker’s compensation policy or long-term disability policy. To the Company’s knowledge, no Employee employee of the Company or any of its Subsidiaries has violated any employment contract, nondisclosure agreement agreement, non-competition or noncompetition non-solicitation agreement by which such Employee employee is bound due to such Employee’s employment employee being employed by the Company or any of its subsidiaries or disclosure Subsidiaries, and disclosing to the Company or any each of its subsidiaries Subsidiaries, or use of using trade secrets or proprietary information of any other person or entity. All The services provided by each of the Company’s, each Subsidiary’s and their Affiliates’ Employees are legally permitted to be employed by is terminable at the will of the Company or and its Affiliates, except for such jurisdictions that do not recognize at will employment, and any such termination would result in no liability to the Company, any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company Subsidiaries or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementAffiliate.

Employment Matters. (a) Each member of the Company Seller Group and its subsidiarieseach Acquired Company: (i) is has been in compliance in all material respects with all applicable Legal Requirements Laws respecting employment, employment practices, classification of employees and independent contractors, immigration, terms and conditions of employment and wages and hours, in each case, with respect to Employeesthe Employees of the Business; (ii) has paid all earned or accrued salaries, wages, wage premiums, bonuses, commissions accrued but unused paid time off, and other compensation that has come due and payable under applicable Law, Contract or policy; (iii) has withheld all material amounts required by law Law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) the Employees of the Business and has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable timely transmitted such withheld amounts to employee benefitsthe appropriate taxing authority; (iv) is other than in respect of ordinary compensation and payroll practices, are not liable for any arrears of wages or any taxes or any penalty for failure with respect to comply with any the Employees of the foregoingBusiness; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for the Employees of the Business (other than routine payments to be made in the normal course of business and consistent with past practice). The Acquired Companies and each member of the Seller Group are, with respect to the Employees of the Business, in compliance in all material respects with the terms and provisions of the Immigration Reform and Control Act of 1986, as amended and the immigration Laws applicable to the Employees of the Business in any applicable country. For the past three years, each Transferred Employee has been legally authorized to work in the job they have performed in accordance with the laws and regulations of the country where they have been employed. (b) Except as set forth in Schedule 3.14(b) of the Seller Disclosure Schedule, with respect to the Transferred Employees, no member of the Seller Group nor any Acquired Company is a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization. No work stoppage or labor strike by the Transferred Employees is pending or, to the Knowledge of the Seller, threatened or anticipated. To the Company’s knowledgeKnowledge of the Seller, there are no pendingactivities or proceedings of any labor union to organize any Transferred Employees. There are no actions, suits, claims, labor disputes, grievances or other Legal Proceeding pending or, to the Knowledge of the Seller, threatened relating to any labor, safety or reasonably anticipated claims discrimination matters involving any Transferred Employee, including charges of unfair labor practices or actions against the Company discrimination complaints, which, if adversely determined, would, individually or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledgeaggregate, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the any member of the Seller Group or the Acquired Companies. With respect to the Business, no member of the Seller Group nor any Acquired Company has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. (c) No member of the Seller Group has implemented any location closing or employee layoffs in violation of the Worker Adjustment and Retraining Notification Act of 1988 (the WARN Act) or any of its subsidiaries. Neither similar state, local or foreign Law in the Company nor any of its subsidiaries has any employment contractspast five (5) years and no such actions are currently contemplated, Employee Agreements, planned or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementannounced.

Employment Matters. Each of the Company and its subsidiaries: (i) is The Company and each of its Subsidiaries are in material compliance in all material respects with all applicable Legal Requirements Laws, collective bargaining agreements and other agreements or arrangements with any works council, employee representative or other labor organization or group of employees, extension orders and binding customs respecting labor and employment, including Laws, its own policies, practices, handbooks, work rules and internal regulations relating to fair employment practices, immigration, terms and conditions of employment employment, discrimination, disability, fair labor standards, workers compensation, wrongful discharge, immigration, occupational safety and health, family and medical leave, wages and hourshours (including overtime wages), worker classification, equal opportunity, pay equity, meal and rest periods, and employee terminations, and in each case, with respect to Employees; any Employee (iii) has have withheld and reported and remitted all amounts required by law Law or by agreement to be withheld from the and reported and remitted with respect to wages, salaries and other payments to Employees; employees, (iiiii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is are not liable for any any: arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is are not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no material actions, suits, claims or administrative matters pending or, to the Knowledge of the Company’s knowledge, there threatened against the Company or any of its employees relating to any employee or Employee Agreement. There are no pendingpending or, to the Knowledge of the Company, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries Company trustee under any workers worker’s compensation policy or long-term disability policy. To The Company is not a party to a conciliation agreement, consent decree or other agreement or order with any Governmental Entity with respect to employment practices. The services provided by each of the Company’s knowledgeand each ERISA Affiliate’s employees in the U.S. are terminable at will, and outside the U.S., each ERISA Affiliate’s employees are terminable in compliance with applicable Laws, and any such termination would result in no liability to the Company or any ERISA Affiliate. Neither the Company nor any ERISA Affiliate has current direct or indirect liability with respect to any misclassification of any person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer or any Employee has violated any currently or formerly classified as exempt from overtime wages or the equivalent under applicable Law. (ii) The Company and each of its Subsidiaries have properly paid all wages and salaries and employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment Taxes (including social security taxes and other payroll taxes owed by the Company or any of its subsidiaries Subsidiaries or disclosure required to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed have been withheld by the Company or any of its subsidiaries in Subsidiaries from the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or compensation paid to Employees) and is not liable for any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementpenalties.

Employment Matters. Each (i) Except as set out in the Company Executive Agreements set forth in the Disclosure Letter, none of the Company, the Company Subsidiaries and, to the Company’s knowledge, the Company Investees, is a party to or bound or governed by (A) any change of control agreement with any employee of the Company or (B) any written or oral agreement, arrangement or understanding, in each case providing for any retention, severance or termination compensation or benefits to any employee of the Company that would be triggered by the Arrangement or the transactions contemplated hereby. (ii) All Company Executive Agreements have been disclosed in writing to the Purchaser. To the knowledge of the Company, neither the Company nor any of the Company Subsidiaries nor the Company Investees, is party to or bound or governed by any written employment agreement regarding the termination of employment that would be material to the Company, the Company Subsidiaries or the Company Investees (taken as a whole). (iii) Except as set forth in the Disclosure Letter, no trade union, labour union or organization, bargaining agent or any other person holds bargaining rights with respect to any of the employees of the Company, any of the Company Subsidiaries or, to the Company’s knowledge, the Company Investees, by way of certification, interim certification, voluntary recognition, or succession rights, or has applied or threatened to apply to be certified as the bargaining agent of any employees of Company, any of the Company Subsidiaries or, to the Company’s knowledge, the Company Investees. There are no threatened or ongoing union organizing activities involving any employee of the Company or any of the Company Subsidiaries or, to the Company’s knowledge, the Company Investees. There is no labour strike, formal dispute, work slowdown or stoppage ongoing or involving threatened against the Company or any of the Company Subsidiaries or, to the Company’s knowledge, the Company Investees, and its subsidiariesno such event has occurred within the last three years. (iv) The Disclosure Letter contains a correct and complete list of all Company Cash Units, Company DDSUs, Company EDSUs, Company Options, Company PSUs and Company RSUs, including the date of grant, term, number and, where applicable, exercise price and vesting schedule. (v) The following information has been materially disclosed in writing in respect of each Company Employee, whether actively at work or not: the name of their employer, location of employment, salaries, wage rates, commissions, bonus arrangements, position, status as full time or part time employee, status as active or not and cumulative length of service. (ivi) A list of substantially all of the independent contractors who are engaged by the Company or any of the Company Subsidiaries has been disclosed in writing, and such list includes all material contracts between the Company and any independent contractor. To the Company’s knowledge, the termination of any independent contractor or all of the independent contractors not on such list will not have a Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity disputing the classification of any independent contractor as such. (vii) To the Company’s knowledge, none of the Company or any of the Company Subsidiaries or the Company Investees, has received written notice from any individual who has performed services for any of the Company or the Company Subsidiaries or, to the Company’s knowledge, the Company Investees, that such individual has been improperly excluded from participation in any Employee Plan. (viii) There are no material outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing pursuant to any workplace safety and insurance Laws and none of the Company or any of the Company Subsidiaries or, to the Company’s knowledge, the Company Investees, has been reassessed in any material respect under such Laws during the past three years and, to the knowledge Company or any of the Company Subsidiaries, no audit of the Company or any of the Company Subsidiaries or Company Investees is in compliance currently being performed pursuant to any applicable workplace safety and insurance Laws. There are no claims which would reasonably be expected to materially adversely effect the Company’s or any of the Company Subsidiaries’ or, to the Company’s knowledge, the Company Investee’s, accident cost experience rating. (ix) There are no charges ongoing under applicable occupational health and safety Laws (“OHSA”) and the Company and the Company Subsidiaries have complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding. (x) Except as would not have a Material Adverse Effect, each of the Company, the Company Subsidiaries and, to the Company’s knowledge, the Company Investees, is in compliance with all Laws applicable Legal Requirements respecting to it relating to labour and employment, including those relating to wages, hours, collective bargaining, occupational health and safety, hazardous materials, employment standards, fair employment practices, immigration, terms and conditions of employment employment, plant closings, pay equity and wages and hoursworkers’ compensation. Except as would not have a Material Adverse Effect, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries due and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment payable by the Company or any of its subsidiaries the Company Subsidiaries or, to the Company’s knowledge, the Company Investees, to any employee or disclosure independent contractor have been paid in full and all amounts accruing due to same have been reflected in the financial records of the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To Subsidiaries or, to the Company’s knowledge, there are no controversies pending or threatened between the Company or Investees, as applicable. (xi) The Employee Obligations shall not exceed the amount set forth in the Disclosure Letter. (xii) Except as would not have a Material Adverse Effect (and based upon the Company’s knowledge in the case of a Company Investee), all contributions and premiums required to be paid to all statutory plans which the Company, any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither Subsidiaries and the Company nor any of its subsidiaries has any Investees are required to comply with, including the Canada Pension Plan and plans administered pursuant to applicable provincial health tax, workers compensation and federal employment contractsinsurance Laws have been paid by the Company, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee Subsidiaries or to any organization or any other entity the Company Investees, as a result of the termination of any employee leasing arrangementapplicable, in accordance with applicable Law.

Employment Matters. Each of the The Company and each of its subsidiaries: (i) Subsidiaries is in material compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, employment tax withholding, prohibited discrimination, fair employment practices, meal and rest periods, the immigration status of employees, employee safety and health, the payment of wages (including overtime wages), compensation, and hourshours of work, in each caseand, with respect to Employees; , the Company and each of its Subsidiaries: (iii) has withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; , (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security Social Security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), except for any such amounts or liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. To Except as set forth on Section 2.12(l) of the Company’s knowledgeCompany Disclosure Letter, there are no pending(x) actions, suits, claims or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company or any of its Subsidiaries, relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending or, to the Knowledge of the Company, threatened or reasonably anticipated claims or actions against the Company or Company, any of its subsidiaries Subsidiaries, any Company trustee or any trustee of any Subsidiary under any workers worker’s compensation policy or long-term disability policy. To , in each case except as would not, individually or in the Company’s knowledgeaggregate, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due reasonably be expected to such Employee’s employment by the Company or any of its subsidiaries or disclosure result in material liability to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entitySubsidiaries. All Employees are legally permitted to be employed by Neither the Company nor any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. Except as set forth on Section 2.12(l) of its subsidiaries in the United States Company Disclosure Letter, the services provided by each of America in their current jobs. To the Company’s knowledge, there and its Subsidiaries’ Employees are no controversies pending or threatened between terminable at the will of the Company or any of and its subsidiaries, on the one hand, Subsidiaries and any Employee, on the other hand, that such termination would be reasonably likely to result in any no material liability to the Company or any of its subsidiariesSubsidiary. Neither the Company nor any of its subsidiaries Subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability with respect to any Employee or to misclassification of: (a) any organization or any other entity Person as a result of the termination of any employee leasing arrangement.an independent contractor rather than as an employee,

Employment Matters. Each of the The Company and each of its subsidiaries: (i) Subsidiaries is in material compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, employment tax withholding, prohibited discrimination, fair employment practices, meal and rest periods, the immigration status of employees, employee safety and health, the payment of wages (including overtime wages), compensation, and hourshours of work, in each caseand, with respect to Employees; , the Company and each of its Subsidiaries: (iii) has withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; , (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security Social Security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), except for any such amounts or liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. To Except as set forth on Section 2.12(l) of the Company’s knowledgeCompany Disclosure Letter, there are no pending(x) actions, suits, claims or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company or any of its Subsidiaries, relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending or, to the Knowledge of the Company, threatened or reasonably anticipated claims or actions against the Company or Company, any of its subsidiaries Subsidiaries, any Company trustee or any trustee of any Subsidiary under any workers worker’s compensation policy or long-term disability policy. To , in each case except as would not, individually or in the Company’s knowledgeaggregate, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due reasonably be expected to such Employee’s employment by the Company or any of its subsidiaries or disclosure result in material liability to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entitySubsidiaries. All Employees are legally permitted to be employed by Neither the Company nor any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. Except as set forth on Section 2.12(l) of its subsidiaries in the United States Company Disclosure Letter, the services provided by each of America in their current jobs. To the Company’s knowledge, there and its Subsidiaries’ Employees are no controversies pending or threatened between terminable at the will of the Company or any of and its subsidiaries, on the one hand, Subsidiaries and any Employee, on the other hand, that such termination would be reasonably likely to result in any no material liability to the Company or any of its subsidiariesSubsidiary. Neither the Company nor any of its subsidiaries Subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability with respect to any Employee or to misclassification of: (a) any organization or any other entity Person as a result of the termination of an independent contractor rather than as an employee, (b) any employee leasing arrangementleased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wages.

Employment Matters. Each Except as set forth on Schedule 3.3(y), (i) no current or former directors, employees, consultants or other officers of the Company and its subsidiaries: (i) is in compliance in all material respects with all applicable Legal Requirements respecting employment, employment practices, immigration, terms and conditions of employment and wages and hours, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages or any taxes or any penalty for failure of its Subsidiaries are entitled to comply with any of the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions claim against the Company or any of its subsidiaries under Subsidiaries for any workers severance payments or similar termination compensation; and no events have occurred to cause the Company or any Subsidiary to have an obligation to make any payments to any current or former director, or officer by way of specific performance, damages or compensation policy for loss of office or long-term disability policy. To employment or for redundancy or unfair or wrongful dismissal; (ii) none of the Company’s knowledge, any Subsidiary, Seller or any Shareholder has received written notice of, or otherwise has Knowledge of, any employee whose continued employment is material to the conduct of the business of the Company or any Subsidiary terminating his or her employment; (ii) the Company and its Subsidiaries are in compliance with all obligations imposed on employers pursuant to applicable Laws, including, but not limited to, applicable laws regarding overtime, Tax withholding and payments required to be made on behalf of or for the account of current or former employees in the nature of social benefits; (iii) there are no Employee has violated disputes between the Company or any employment contractSubsidiary and any current or former employee, nondisclosure agreement director, consultant, officer or noncompetition agreement by which such Employee is bound due senior management staff pending or, to such Employee’s employment the Knowledge of Seller or the Shareholders, threatened against the Company or any Subsidiary; (iv) all contributions, premiums, social welfare payments and the like that are required to be paid by the Company or any Subsidiary under applicable Laws have been fully paid within the period prescribed by applicable Laws and/or adequate provision has been made for such payments in the Financial Statements; (v) there are no share incentive, share option, profit sharing, bonus or other incentive arrangements for or affecting any employees or other workers or former employees or other former workers of its subsidiaries or disclosure to the Company or any Subsidiary; (vi) neither the Company nor any Subsidiary is involved in, and there are no circumstances materially likely to give rise to, any industrial or trade dispute or any dispute or negotiation regarding a claim of its subsidiaries material importance with any employee or use ex-employee of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any Subsidiary or any members or ex-members of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, trade unions; and (viii) there are no controversies pending trade union funds or threatened between operating fees which are payable by the Company or any of and its subsidiaries, on the one hand, and any Employee, on the other hand, Subsidiaries that would be reasonably likely to result in any material liability to have not been paid by the Company or any of and its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementSubsidiaries.

Employment Matters. Each of the Company and its subsidiaries: (i) Except as to matters otherwise specifically disclosed in Schedule (p) of the eCobalt Disclosure Statement, neither eCobalt nor any of its Subsidiaries is a party to any agreement, obligation or understanding providing for severance or termination payments to, or any employment agreement with, any director, consultant, employee or officer, other than any common law obligations of reasonable notice of termination or pay in compliance in all material respects with all applicable Legal Requirements respecting employment, employment practices, immigration, terms lieu thereof and conditions of employment and wages and hours, in each case, with respect to Employees; any statutory obligations. (ii) has withheld all amounts required by law Except as to matters otherwise specifically disclosed in Schedule (p) of the eCobalt Disclosure Statement, neither eCobalt nor its Subsidiaries have had and do not have labour contracts, collective bargaining agreements or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages employment or any taxes or any penalty for failure to comply consulting agreements with any of the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions against the Company persons employed by eCobalt or any of its subsidiaries under Subsidiaries or any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company persons otherwise performing services primarily for eCobalt or any of its subsidiaries or disclosure Subsidiaries (the “Business Personnel”). Each of eCobalt and its Subsidiaries has not engaged in any unfair labour practice with respect to the Company Business Personnel since December 31, 2016 and there is no unfair labour practice complaint pending or, to the knowledge of eCobalt, threatened, against eCobalt or any of its subsidiaries Subsidiaries with respect to the Business Personnel. There is no labour strike, dispute, slowdown or use stoppage pending or, to the knowledge of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company eCobalt, threatened against eCobalt or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one handSubsidiaries, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company neither eCobalt nor any of its subsidiaries has Subsidiaries have experienced any employment contractslabour strike, Employee Agreementsdispute, slowdown or consulting agreements currently in effect that are not terminable at will stoppage or other labour difficulty involving the Business Personnel since December 31, 2016. (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). iii) Neither the Company eCobalt nor any of its subsidiaries will have any material liability Subsidiaries is subject to any Employee litigation, actual or, to the knowledge of eCobalt, threatened, relating to employment or termination of employment of employees or independent contractors, other than those claims or litigation as would, individually or in the aggregate, not be Materially Adverse to eCobalt or its Subsidiaries, taken as a whole. (iv) eCobalt and each of its Subsidiaries has operated in material compliance with all applicable Laws with respect to employment and labour, including employment and labour standards, occupational health and safety, employment equity, pay equity, overtime pay, workers’ compensation, employee classification as hourly or salaried workers, human rights and labour relations and there are no current, 38970304_4|NATDOCS pending or, to the knowledge of eCobalt, threatened proceedings before any Agency with respect to any organization or any other entity as a result of the termination of any employee leasing arrangementabove.

Employment Matters. Each of (a) Neither the Company and nor any of its subsidiaries: (i) Subsidiaries is in compliance in all material respects with all applicable Legal Requirements respecting employment, employment practices, immigration, terms and conditions of employment and wages and hours, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity Authority with respect to unemployment compensation benefits, workers compensation, social security or other benefits or obligations for Employees employees (other than in accordance with Law or routine payments to be made in the normal ordinary course of business and consistent with past practicebusiness). To Except as set forth in Section 2.11(a) of the Company’s knowledge, Disclosure Schedule,(i) there are no pending, threatened or reasonably anticipated claims or actions pending against the Company or any of its subsidiaries Subsidiaries under any workers workers’ compensation policy plan or long-policy, for unemployment compensation benefits or for long term disability policy. To and (ii) there have been no claims (settled or unsettled) for injury or occupational health hazard against the Company’s knowledge, no Employee Company or any of its Subsidiaries by any employee or subcontractor. (b) No Liability has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment been incurred by the Company or any of its subsidiaries Subsidiaries for breach or disclosure otherwise accruing from the termination of employment Contracts or consulting or independent contractor Contracts to which the Company or any of its subsidiaries Subsidiaries is a party. (c) Section 2.11(c) of the Disclosure Schedule sets forth a true, correct and complete and accurate list of all individuals with (i) severance Contracts (other than severance required under Law), (ii) employment Contracts not on the Company’s standard form of agreement, and (iii) material consulting or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted material independent contractor Contracts to be employed by which the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending Subsidiaries is a party or threatened between by which the Company or any of its subsidiariesSubsidiaries is bound, on the one hand, and any Employee, on the other hand, that would be reasonably likely copies of which Contracts have been previously Made Available to result in any material liability to the Company or any of its subsidiariesParent. Neither the Company nor any of its subsidiaries Subsidiaries is presently, nor has it been in the past, a party to or bound by any employment contracts, Employee Agreements, collective bargaining agreement or consulting agreements currently in effect that are not terminable at will (other than agreements for labor union contract. No labor union contract or collective bargaining agreement is being negotiated by the sole purpose Company or any of providing for the confidentiality of proprietary information or assignment of inventions)its Subsidiaries. Neither the Company nor any of its subsidiaries will Subsidiaries has or ever had, any duty to bargain with any labor organization, and there are no labor organizations representing or purporting to represent any Company employees. To the Knowledge of the Company there have never been any material liability activities or proceedings of any labor union to any Employee or to any organization organize employees of the 32 Company or any other entity as a result of its Subsidiaries. There is no labor dispute, strike, slowdown, concerted refusal to work overtime or work stoppage against the Company or any of its Subsidiaries pending now, that has occurred in the past, or, to the Knowledge of the termination Company, threatened that would reasonably be expected to interfere with the business activities of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has or is engaged in any unfair labor practice. None of the employees of the Company or any of its Subsidiaries are represented by any works council or other form of collective employee representation. There is no obligation to inform, consult or obtain consent whether in advance or otherwise of any labor union, works council, employee leasing arrangementrepresentatives or other representative bodies in order to consummate the Transactions.

Employment Matters. Each of The Company and the Company and its subsidiaries: (i) is Subsidiaries are in compliance in all material respects with all applicable Legal Requirements Requirements, judgments or arbitration awards of any court, arbitrator or any Governmental Entity, extension orders and binding customs respecting labor and employment, including Legal Requirements relating to employment practices, immigration, terms and conditions of employment employment, discrimination, disability, fair labor standards, workers compensation, wrongful discharge, immigration, occupational safety and health, family and medical leave, wages and hourshours (including overtime wages), worker classification, equal opportunity, pay equity, meal and rest periods, and employee terminations, and in each case, with respect to Employees; any current or former employee, consultant, independent contractor or director of the Company or any Company Subsidiary (iieach, an “Employee”): (i) has withheld and reported all amounts required by law Legal Requirement or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; , (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal ordinary course of business and consistent with past practice). To There are no actions, suits, claims or administrative matters pending, reasonably anticipated or, to the knowledge of the Company’s knowledge, there threatened against the Company, any Company Subsidiary or any of their Employees relating to any Employee. There are no pending, threatened or reasonably anticipated or, to the knowledge of the Company, threatened claims or actions against the Company, any Company Subsidiary or any of its subsidiaries Company trustee under any workers worker’s compensation policy or long-long term disability policy. To The services provided by each of the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by and Company Subsidiaries’ Employees are terminable at the will of the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledgeSubsidiaries, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one handas applicable, and any Employee, on the other hand, that such termination would be reasonably likely to result in any material no liability to the Company or any of its subsidiariesCompany Subsidiary. Neither The Company and the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will Subsidiaries have any material no liability with respect to any misclassification of (x) any Person or Employee as an independent contractor rather than as an employee; (y) any Employee leased from another employer; or to (z) any organization Employee currently or any other entity formerly classified as a result of the termination of any employee leasing arrangementexempt from overtime wages.

Employment Matters. Each of the The Company and each of its subsidiaries: (i) Subsidiaries is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local Laws respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health and wages and hours, other than any such failure to comply as would not result in a material cost to the Company, and in each case, with respect to Employees; employees: (iii) has have withheld and reported and remitted all amounts required by law Law or by agreement to be withheld from the and reported and remitted with respect to wages, salaries and other payments to Employees; employees, (iiiii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is are not liable for any any: arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is are not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees employees (other than routine payments to be made in the normal course of business and consistent with past practice). To , other than any such failure to pay or liability described in (i), (ii) or (iii) as would not result in a material liability to the Company’s knowledge, there . There are no pendingactions, suits, claims or administrative matters pending or to the Knowledge of the Company, threatened or reasonably anticipated against the Company or any of its Subsidiaries or any of their respective employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pending or to the Knowledge of the Company, threatened or reasonably anticipated claims or actions against the Company or Company, any of its subsidiaries Subsidiaries or any Company trustee under any workers worker’s compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by Neither the Company or nor any of its subsidiaries Subsidiaries is party to a conciliation agreement, consent decree or disclosure other agreement or order with any federal, state, or local agency or governmental authority with respect to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiariesemployment practices. Neither the Company nor any of its subsidiaries Subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability with respect to any Employee or to misclassification of: (i) any organization or any other entity Person as a result of the termination of an independent contractor rather than as an Employee, (ii) any employee leasing arrangementleased from another employer, or (iii) any Employee currently or formerly classified as exempt from overtime wages.

Employment Matters. Each of the The Company and its subsidiaries: (i) is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules, ordinances and regulations respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hourshours of work, and in each case, with respect to Employees; : (iii) has withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no actions, suits, claims, audits, investigations or administrative matters pending or, to the Knowledge of the Company’s knowledge, there threatened or reasonably anticipated against the Company or any of its Employees relating to any Employee or Employee Agreement. There are no pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries Company trustee under any workers worker’s compensation policy or long-long term disability policy. To The Company is not a party to a conciliation agreement, consent decree or other material agreement or order with any federal, state or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s knowledge, Employees is terminable at the will of the Company and any such termination would result in no material Liability to the Company. Section 2.23(j) of the Disclosure Schedule lists all material liabilities of the Company to any Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement that result from the termination by which such Employee is bound due to the Company of such Employee’s employment by the Company or any provision of its subsidiaries or disclosure to the Company or any services, a change of its subsidiaries or use control of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are a combination thereof. The Company does not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability Liability with respect to any misclassification of (A) any Person as an independent contractor rather than as an employee; (B) any Employee leased from another employer; or to (C) any organization Employee currently or any other entity formerly classified as a result of the termination of any employee leasing arrangementexempt from overtime wages.

Employment Matters. Each No labor dispute exists or, to the Company’s Knowledge, is imminent with respect to any of the employees of the Company or any Subsidiary that is, or would reasonably be expected to be, material to the Company or any of its Subsidiaries. None of the employees of the Company or any Subsidiary is a member of a union that relates to such employee’s relationship with the Company or any Subsidiary, and neither the Company nor any of its subsidiaries: (i) Subsidiaries is a party to a collective bargaining agreement, and the Company and each Subsidiary believes that its relationship with its employees is good. To the Company’s Knowledge, there is no activity involving any of the employees of the Company or any of its Subsidiaries seeking to certify a collective bargaining unit or similar organization. To the Company’s Knowledge, no executive officer is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of a third party, and to the Company’s Knowledge, the continued employment of each such executive officer does not subject the Company or any Subsidiary to any liability with respect to any of the foregoing matters. The Company and each of its Subsidiaries are and at all times have been in compliance in all material respects with all applicable Legal Requirements respecting employment, Laws and regulations relating to employment and employment practices, immigration, terms and conditions of employment and wages and hours, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement except where the failure to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is in compliance would not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there are no pending, threatened have or reasonably anticipated claims or actions against the Company or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries or disclosure be material to the Company or any of its subsidiaries or use Subsidiaries. As of trade secrets or proprietary information the date of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledgethis Agreement, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any employee material liability to the Company or any of its subsidiaries. Neither Subsidiaries has given notice to the Company nor or any of its subsidiaries has any Subsidiaries of his or her intent to terminate his or her employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither service relationship with the Company nor or any of its subsidiaries will Subsidiaries. The Company and its Subsidiaries are, and for the past three (3) years have any been, in material liability to any Employee or to any organization or any other entity as a result compliance with all Laws concerning the classification of the termination employees and independent contractors and have properly classified all such individuals for purposes of any participation in employee leasing arrangementbenefit plans.

Employment Matters. Each of (a) Except as set out in Schedule 3.1(22), the Company and its subsidiaries: is not a party to or bound by any Material Contract in respect of any Employee or former Employee, which provides such Employee or former Employee with termination or severance entitlements in excess of those required by Applicable Law. (b) Other than the Lake Note, the Company (i) has not paid nor will it be required to pay any retention, bonus, fee, distribution, remuneration or other compensation to any Person (other than salaries, wages or bonuses paid or payable in the Ordinary Course of Business in accordance with current compensation levels and practices), (ii) has not forgiven nor will it be required to forgive any Indebtedness of any Person, or (iii) has not increased nor will it be required to increase any benefits otherwise payable by the Company, as a result of the transactions contemplated by this Agreement. (c) To the knowledge of the Company, none of the Employees or other Persons who are receiving remuneration for work or services provided to the Company is in violation of any non-competition, non-solicitation, non-disclosure or any similar agreement with any third party. (d) To the knowledge of the Company, all of the Persons who are receiving remuneration for work or services provided to the Company who are not Employees are treated as independent contractors, are properly characterized as independent contractors and are not likely to be characterized by any Governmental Authority as Employees. (e) The Company is in compliance in all material respects with all applicable Legal Requirements Applicable Laws respecting employment, employment practices, immigrationpractices and standards, terms and conditions of employment and employment, wages and hours, in each caseoccupational health and safety, with respect human rights, accessibility, labour relations, employment equity, pay equity and workers’ compensation. (f) The Company is not a party to Employees; any application, complaint or other Legal Proceeding under any Applicable Law relating to Employees or former Employees nor is the Sellers or the Company aware of any factual or legal basis on which any such Legal Proceeding might be commenced. (iig) has withheld all amounts required by law The Company is not a party to or bound by, either directly or by operation of Applicable Law, any collective agreement, labour contract, letter of understanding, letter of intent, voluntary recognition agreement or legally binding commitment or written communication to be withheld from the wagesany labour union, salaries and other payments to Employees; (iii) has properly classified trade union or employee organization or group which may qualify as a trade union in respect of or affecting Employees or independent contractors nor is the Company subject to any union organization effort. (h) There is no grievance or arbitration proceeding arising out of or under any collective agreement which is pending or Threatened against the Company. The Company has not engaged in any unfair labour practice nor is the Sellers or the Company aware of any pending or Threatened complaint regarding any alleged unfair labour practice or other Legal Proceeding relating to Employees or former Employees. (i) None of the Key Employees is resident in Canada for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages the ITA or any taxes or any penalty for failure to comply with performs any of the foregoing; and their functions of their employment in Canada. (vj) is not liable for any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the The Company’s knowledge, there Employee Plans are no pending, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which set forth on Schedule 3.1(22) and all such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees Plans are legally permitted to be employed by the Company or any of its subsidiaries and have been established, registered, funded and administered in the United States of America all material respects: in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangement.x) accordance with applicable Laws and

Employment Matters. Each of the The Company and each of its subsidiaries: (i) Subsidiaries is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and wages and hours, and in each case, with respect to Employees; : (iii) has withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; , (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no actions, suits, claims or administrative matters pending, or to the Knowledge of the Company threatened or reasonably anticipated against the Company or any of its Subsidiaries or any of its Employees relating to any Employee in his or her capacity as an Employee of the Company’s knowledge, there Employee Agreement or Company Employee Plan. There are no pending, pending or to the Knowledge of the Company threatened or reasonably anticipated claims or actions against the Company or Company, any of its subsidiaries Subsidiaries, any Company trustee under any workers worker’s compensation policy or long-term disability policyplan. To Neither the Company nor any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s knowledgeand its ERISA Affiliates’ Employees is terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate. Section 2.23(m) of the Disclosure Schedule lists all liabilities of the Company or any of its Subsidiaries to any Employee, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment that result from the termination by the Company or any of its subsidiaries Subsidiaries or disclosure to the Company or any Parent of its subsidiaries or use such Employee’s employment, a change of trade secrets or proprietary information control of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiariesa combination thereof. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company Subsidiaries nor any of its subsidiaries will have any material ERISA Affiliate has direct or indirect liability with respect to any Employee or misclassification of any person as an independent contractor rather than as an employee, with respect to any organization employee leased from another employer or with respect to any other entity person as an exempt employee rather than as a result of the termination of any employee leasing arrangementnon-exempt employee.

Employment Matters. Each of the The Company and each of its subsidiaries: (i) Subsidiaries is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime), compensation and hourshours of work, and in each case, with respect to Employees; : (iii) has withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; , (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any arrears of wages wages, bonuses, benefits, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there There are no action, suits, claims, audits, investigations or administrative matters pending, or to the Knowledge of the Company threatened or reasonably anticipated against the Company or any of its Subsidiaries or any of its Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pending or to the Knowledge of the Company threatened or reasonably anticipated claims or actions against the Company or Company, any of its subsidiaries Subsidiaries, any Company trustee under any workers worker’s compensation policy or long-term disability policyplan. To Neither the Company nor any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s knowledgeand its ERISA Affiliates’ Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate. Section 2.23(k) of the Disclosure Schedule lists all liabilities of the Company or any of its Subsidiaries to any Employee, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment that result from the termination by the Company or any of its subsidiaries Subsidiaries or disclosure to the Company Parent of such Employee’s employment or any provision of its subsidiaries or use services, a change of trade secrets or proprietary information control of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiariesa combination thereof. Neither the Company nor any of its subsidiaries Subsidiaries nor any ERISA Affiliate has direct or indirect liability with respect to any employment contractsmisclassification of: (a) any Person as an independent contractor rather than as an employee, Employee Agreements(b) any employee leased from another employer, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to c) any Employee currently or to any organization or any other entity formerly classified as a result of the termination of any employee leasing arrangementexempt from overtime wages.

Employment Matters. Each of the The Company and each of its subsidiaries: (i) Subsidiaries is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment employment, employee safety and wages and hours, and in each case, with respect to Employees; : (iii) has withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; , (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; foregoing and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no actions, suits, claims or administrative matters pending, threatened or reasonably anticipated against the Company’s knowledge, there any of its Subsidiaries, or to the Knowledge of the Company, any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pending, pending or threatened or reasonably anticipated claims or actions against the Company or Company, any of its subsidiaries Subsidiaries, any Company trustee or any trustee of any Subsidiary under any workers worker’s compensation policy or long-term disability policy. To The services provided by each of the Company’s, each Subsidiary’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee and their ERISA Affiliates’ Employees is bound due to such Employee’s employment by terminable at the will of the Company or any of and its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, ERISA Affiliates and any Employee, on the other hand, that such termination would be reasonably likely to result in any material no liability to the Company or any ERISA Affiliate. Section 2.23(k) of the Disclosure Schedule lists all liabilities of the Company to any Employee, that result from the termination by the Company, Parent or any of its subsidiariesSubsidiaries of such Employee’s employment, a change of control of the Company, or a combination thereof. Neither To the Knowledge of the Company, neither the Company nor any ERISA Affiliate has direct or indirect liability with respect to any misclassification of its subsidiaries has any employment contracts, Employee Agreementsperson as an independent contractor rather than as an employee, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability with respect to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementleased from another employer.

Employment Matters. Each (i) The Company and its subsidiaries have no employees, whether actively at work or not. The Company has completely and accurately completed I-9 Forms for each current or former employee since December 1, 2022 and has retained those forms in accordance with applicable Laws. The Company has made available to the Purchaser true, correct and complete copies of all employment agreements, manuals and handbooks, disclosure materials, policy statements and other written materials relating to the employment of current employees and former employees who were terminated from employment, voluntarily or involuntarily, within the prior 12 months and all such documents are contained in the Company Data Room. (ii) Schedule 3.1(ff)(i) of the Company Disclosure Letter contains a true, correct and complete list of each independent contractor who currently is, or since December 1, 2022, was engaged by the Company or any of its subsidiaries, and for each such independent contractor, includes their name, approximate dates of service (to the extent readily ascertainable), consulting fees, any other forms of compensation or benefits to which they are entitled, general description of services, work location (state or province), and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts have been provided to the Purchaser as part of the Company Diligence Information. Since December 1, 2022, (A) each independent contractor of the Company and its subsidiaries: subsidiaries has been properly classified as an independent contractor under applicable Law; (iB) there has been no determination by any Governmental Authority or by any court or arbitrator that any independent contractor constitutes an employee of the Company or any subsidiary, and there has been no investigation or claim made or threatened by any person or Governmental Authority that any independent contractor is or could be an employee of the Company; and (C) no “leased employee”, as that term is defined in compliance Section 414(n) of the Code, performs or has performed services for the Company. (iii) Except as set out in all material respects with all applicable Legal Requirements respecting Schedule 3.1(ff)(ii) of the Company Disclosure Letter, neither the Company nor any of its subsidiaries is a party to or bound or governed by, or subject to: (A) any employment, consulting, retention or change of control agreement with, or any written or, to the knowledge of the Company, oral agreement, arrangement or understanding providing for retention, severance or termination payments, change of control, golden parachute, or any other obligation to, any officer, employee or consultant of the Company or any of its subsidiaries in connection with the termination of their position or their employment practicesas a direct result of a change in control of the Company (including as a result of the Arrangement); (B) any application for certification, immigrationcollective bargaining, terms voluntary recognition or any other labour, union or collective bargaining agreement, or any actual or, to the knowledge of the Company, threatened application for certification or bargaining rights in respect of the Company or any of its subsidiaries, nor has any request for representation by a union been submitted to the Company or any subsidiary or the National Labor Relations Board, and conditions there has not been any threat or attempt to organize any of employment and wages and hours, the Company’s employees or engage in each case, any other union organization activity with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from any portion of the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes workforce of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages the Company or any taxes or subsidiary; (C) any penalty for failure to comply with any of the foregoing; and (v) is not liable for any material payment to any trust or other fund current, pending, or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, threatened, labour dispute, strike, lock-out, picketing, concerted refusal to work, work slowdown or stoppage relating to or involving any employees of the Company or any of its subsidiaries and, to the knowledge of the Company, no such event has occurred in the last three years; (D) there are is no, and in the past three years there has not been any arbitration demand, unfair labor practice charge or complaint against the Company and no pendingsuch demand, charge or complaint is threatened; or (E) any actual or, to the knowledge of the Company, threatened or reasonably anticipated claims or actions claim against the Company or any of its subsidiaries under arising out of or in connection with employment or consulting relationship or the termination thereof. Complete and correct copies of any workers compensation policy or long-term disability policy. To the Company’s knowledgewritten agreements, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due arrangements and understandings referred to such Employee’s employment by in paragraphs (A) and (B) of this Section 3.1(ff) are included in the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Diligence Information. (iv) Neither the Company nor any of its subsidiaries has engaged in any unfair labour practice and no unfair labour practice complaint, grievance, claim, charge, administrative agency investigation or arbitration proceeding is pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries. (v) As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors or consultants of the Company for services performed on or prior to the date hereof have been paid in full and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses or fees, except in the ordinary course of business. (vi) All accruals for unpaid vacation pay, sick pay and overtime, premiums for employment contractsinsurance, Employee AgreementsPlan premiums, Canada Pension Plan premiums, accrued wages, salaries and incentive payments have been reflected in the Company’s books and records in accordance with IFRS or the accounting principles generally accepted in the country of domicile of each such entity in all material respects. The Company and its subsidiaries have not used the services of any unpaid intern or unpaid volunteer, and there is no other entity with whom the Company or any subsidiary could be considered a joint employer. (vii) The Company has not, during the three-year period prior to the date of this Agreement, taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the Worker Adjustment Retraining and Notification Act of 1988, as amended (the “WARN Act”), or consulting agreements currently any similar or related applicable Laws or that could otherwise reasonably be expected to trigger a notice requirement or result in effect that are not terminable at will a material liability or obligation of, or material restriction on, the Company or any subsidiary under the WARN Act or any similar or related applicable Laws. There have been no “employment losses” as defined under the WARN Act or similar state, local or foreign Law as to any employees of the Company within the three-year period prior to Closing. (other than agreements for viii) To the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither Company’s knowledge, neither the Company nor any of its subsidiaries will are currently employing, or in the past three years have employed, an employee, or currently retains, or in the past three years has retained, an independent contractor in violation of any material liability restrictive covenant, non-compete agreement, non- solicitation agreement or confidentiality agreement to which such employee or independent contractor is or was a party. (ix) The Company and its subsidiaries do not employ and have not employed any employee and do not retain and have not retained any independent contractor or consultant in violation of any restrictive covenant, non-compete agreement, non- solicitation agreement or confidentiality agreement to which such employee or independent contractor or consultant is a party. (x) The Company and its subsidiaries have not and have not been subject to any Employee affirmative action obligations under any Law, including, without limitation, Executive Order 11246, and the Company and its subsidiaries are not a government contractor or to any organization or any other entity as a result of the termination subcontractor for purposes of any employee leasing arrangementLaw with respect to the terms and conditions of employment.

Employment Matters. Each (a) Except as set forth on Schedule 4.17(a), there are no employment, consulting, severance or indemnification arrangements, arrangements which contain change of control provisions, agreements, or understandings between the Company or any Company Subsidiary and any officer, director, consultant or employee. Schedule 4.17(a) contains the names, job descriptions and annual salary rates and other compensation of all officers, directors and consultants of the Company and its subsidiaries: (i) is in compliance in all material respects with all applicable Legal Requirements respecting employment, employment practices, immigration, terms and conditions of employment and wages and hours, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions against the Company Subsidiaries (including compensation paid or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment payable by the Company or any Company Subsidiary under the Plans (as hereafter defined)), and a list of all employee policies (written or otherwise), employee manuals or other written statements of rules or policies concerning employment, including working conditions, vacation and sick leave, a complete copy of each of which (or a description, if unwritten) has been delivered to Buyer. (b) The Company and each of the Company Subsidiaries has complied with all applicable employment Laws, including payroll and related obligations, benefits, Social Security, Housing Fund and Retirement Savings Fund, and does not have any obligation in respect of any amount due to employees of the Company or the Company Subsidiaries or government agencies, other than normal salary, other fringe benefits and contributions accrued but not payable on the date hereof. (c) Schedule 4.17(c) sets forth a complete list of all material pension, retirement, stock purchase, stock bonus, stock ownership, stock option, profit sharing, savings, medical, disability, hospitalization, insurance, deferred compensation, bonus, incentive, welfare or any other material employee benefit plan, policy, agreement, commitment, arrangement or practice currently or previously maintained by the Company or the Company Subsidiaries for any of their directors, officers, consultants, employees or former employees (the "Plans") since January 1, 1995; and neither the Company nor any Company Subsidiary has or may have any liability under any other Plan which existed on or prior to such date. None of the Plans are subject to United States Law. (d) Without limiting the generality of Section 4.12, each Plan has been administered in all material respects in accordance with its subsidiaries terms and applicable Law. Except as set forth in Schedule 4.17(d), with respect to the Plans, (i) no event has occurred and there exists no condition, facts or disclosure circumstances, which could give rise to any liability of the Company or any Company Subsidiary under the terms of its subsidiaries such Plans or use of trade secrets any applicable Law, (ii) the Company or proprietary information of a Company Subsidiary has paid or accrued in accordance with normal accounting practices all amounts required under applicable Law and any other person or entity. All Employees are legally permitted Plan to be employed paid as a contribution to each Plan through the date hereof, (iii) the Company or a Company Subsidiary has set aside adequate reserves in their accounting records for seniority payments (prima de antiguedad), as provided by Mexican Law, for which funding in a separate account has not been made, and (iv) each Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (e) On or after the date hereof, no Plan has been, (i) terminated, (ii) amended in any manner which would directly or indirectly increase the benefits accrued, or which may be accrued, by any participant thereunder or (iii) amended in any manner which would materially increase the cost to the Company, any Company Subsidiary or Buyer of maintaining such Plan. Except as identified on Schedule 4.17(e), no Plan provides retiree medical or retiree insurance benefits to any Person. Except as disclosed or noted in the Financial Statements dated December 31, 1999 or except as set forth in Schedule 4.17(e), there are no material amounts due or owing to any employee of the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledgeCompany Subsidiary for any accrued salary, there are no controversies pending remuneration, compensation and/or benefit, including, without limitation, amounts due for accrued vacation, sick leave or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementcommissions.

Employment Matters. Each of (a) With respect to the Company and its subsidiaries: (i) is Subsidiaries, there are no, nor have there been in compliance in all material respects with all applicable Legal Requirements respecting employmentthe past five years any, employment practicesstrikes, immigrationboycotts, terms and conditions of employment and wages and hourspicketing, in each casewalkouts, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wagessit-ins, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages sick-outs, slowdowns, stoppages, or any taxes or other comparable forms of organized labor disruptions, nor are any penalty for failure pending or, to comply with any of the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there are no pendingKnowledge, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiariesSubsidiaries. Neither the Company nor any of its subsidiaries has Subsidiaries is a party to any employment contractsunion contract or collective bargaining agreement, Employee Agreementsnor, or consulting agreements to the Company’s Knowledge, is any such Contract currently in effect or being negotiated by or on behalf of the Company or any of its Subsidiaries. To the Company’s Knowledge, no union-organizing activities have taken place within the last three years or are taking place presently with respect to the Company or any of its Subsidiaries. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. (b) Each person or entity classified by the Company or any Subsidiary as an “independent contractor,” consultant, volunteer, subcontractor, “temp,” leased employee, or other contingent worker is and has always been properly classified under all governing law, and the Company has fully and accurately reported all payments to all independent contractors and other contingent workers on IRS Form 1099s or as otherwise required by applicable laws. (c) The Company and its Subsidiaries are in compliance as of the date of this Agreement and as of the Closing Date, and have been in material compliance during the past three years, with all Applicable Laws relating to wages (including overtime wages and the proper classification of employees as “exempt” or “nonexempt”) and the withholding of taxes. The Company and its Subsidiaries have paid all wages and other compensation that was required to be paid as of the date of this Agreement and the Closing Date. (d) To the Company’s Knowledge, the Company and its Subsidiaries are in material compliance and have been in material compliance during the past three years, with all Applicable Laws relating to labor and employment, including but not limited to all laws relating to fair employment practices, terms and conditions of employment, applicant and employee background checking, wages (including overtime wages and the proper classification of employees as “exempt” or “nonexempt”), withholding of taxes, the employment of persons who are not terminable at will citizens of the country in which they are employed, employment discrimination, disability rights and benefits, labor relations, pay equity, civil rights, sexual or other harassment, working hours, industrial relations, employment practices, working conditions, equal employment opportunity, affirmative action, leaves of absence, employee benefits, plant closing, mass layoff, occupational safety and health, visa, immigration and required documentation, and workers’ compensation. (e) There are no charges, complaints or proceedings before the Equal Employment Opportunity Commission, Department of Labor or any other than agreements Governmental Authority responsible for regulating employment practices, or litigations, arbitrations or other proceedings related to employees, pending or, to the sole purpose of providing for Company’s Knowledge, threatened against the confidentiality of proprietary information Company or assignment of inventions). Neither its Subsidiaries. (f) Since January 1, 2013, neither the Company nor any of its subsidiaries will have Subsidiaries has had any material liability to any Employee plant closings or to any organization or any other entity as a result of mass layoffs under the termination of any employee leasing arrangementWARN Act.

Employment Matters. Each of the (i) The Company and its subsidiaries: (i) is Subsidiaries are in compliance in all material respects with all applicable Legal Requirements Laws, collective bargaining agreements and other agreements or arrangements with any works council, employee representative or other labor organization or group of employees, extension orders and binding customs respecting labor and employment, including Laws, its own policies, practices, handbooks, work rules and internal regulations relating to fair employment practices, immigration, terms and conditions of employment employment, discrimination, disability, fair labor standards, workers compensation, wrongful discharge, immigration, occupational safety and health, family and medical leave, wages and hourshours (including overtime wages), worker classification, equal opportunity, pay equity, meal and rest periods, and employee terminations, and in each case, with respect to Employees; any Employee (iiA) has have withheld and reported and remitted all amounts required by law Law or by agreement to be withheld from the and reported and remitted with respect to wages, salaries and other payments to Employeesemployees; (iiiB) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is are not liable for any any: arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; and (vC) is are not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity Entity, in each case with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no Claims pending or, to the Knowledge of the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions against the Company or Company, any of its subsidiaries Subsidiaries or any Employees relating to any employee or Employee Agreement. There are no Claims pending or to, the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any Company trustee under any workers worker’s compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment maintained by the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiariesSubsidiaries. Neither the Company nor any of its subsidiaries has Subsidiaries is a party to a conciliation agreement, consent decree or other written agreement or order with any Governmental Entity with respect to employment contracts, Employee Agreements, or consulting agreements currently practices. The services provided by the Company’s and each ERISA Affiliate’s Employees in effect that the United States are not terminable at will (other than agreements for will, and outside the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions)United States each ERISA Affiliate’s Employees are terminable in compliance with applicable Laws. Neither the Company nor any of its subsidiaries will have ERISA Affiliate has misclassified any material liability person as an independent contractor rather than as an employee under applicable Law, or with respect to any Employee or to any organization employee leased from another employer or any Employee currently or formerly classified as exempt from overtime wages or the equivalent under applicable Law. (ii) The Company and its ERISA Affiliates have properly paid all wages, and salaries and employment Taxes (including social security taxes and other entity as a result of payroll taxes owed by the termination of Company and its ERISA Affiliates or required to have been withheld by the Company or its ERISA Affiliates from the compensation paid to Employees), and are not liable for any employee leasing arrangementpenalties.

Employment Matters. Each (a) Except as set forth in Section 3.17 of the Disclosure Statement, each of the Company and its subsidiariesSubsidiaries: (i) is in compliance in all material respects with all applicable Legal Requirements Federal and state laws, rules, and regulations respecting employment, employment practices, immigration, terms and conditions of employment and wages and hours, in each case, with respect to current, former, or retired employees or consultants of the Company or any of its Subsidiaries (collectively "Employees"); (ii) has withheld all --------- amounts required by law or by agreement to be withheld from the wages, salaries salaries, and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (viv) (other than routine payments to be made in the ordinary course of business and consistent with past practice) is not liable for any material payment to any trust or other fund or to any Governmental Entity governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees Employees, except in each case, for immaterial amounts. (other than routine payments to be made b) Except as set forth in Section 3.17(b) of the normal course of business and consistent with past practice). To the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledgeDisclosure Schedule, no Employee has violated Plans, employment or other agreements, or trusts exist that expressly or impliedly make reference to, or provide that payments be made or benefits provided, upon any employment contract"change in ownership or control," pursuant to which, nondisclosure agreement with or noncompetition agreement by which such Employee is bound due to such Employee’s employment without notice, the lapse of time or action by the Company or any of its subsidiaries Subsidiaries or disclosure by any Employee or other person, the payment, vesting, or funding of compensation or benefits is or may be provided or accelerated, or a reversion to the Company or any of its subsidiaries Subsidiaries of assets from an Employee Plan may be prohibited, or use an obligation to sell assets may arise, by reason of trade secrets or proprietary information in connection with the consummation of any other person a transaction contemplated by this Agreement or entitythe Stock Purchase Agreement (collectively, "Change of Control Provisions"). All Employees are legally permitted to be employed by ---------------------------- (c) Except as set forth in Section 3.17(c) of the Disclosure Schedule, neither the Company or nor any of its subsidiaries Subsidiaries is involved in or, to the United States knowledge of America in their current jobs. To the Company’s knowledge, there are no controversies pending threatened with, any labor dispute, grievance, or threatened between the Company litigation relating to labor, safety or any of its subsidiaries, on the one hand, and discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, have a Material Adverse Effect on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiariesCompany. Neither the Company nor any of its subsidiaries Subsidiaries has engaged in any employment contractsunfair labor practices within the meaning of the National Labor Relations Act which would, Employee Agreementsindividually or in the aggregate, directly or consulting agreements currently in effect that are not terminable at will (other than agreements for indirectly, have a Material Adverse Effect on the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions)Company. Neither the Company nor any of its subsidiaries will have Subsidiaries is presently or has been in the past a party to, or bound by, any material liability collective bargaining agreement or union contract with respect to any Employee or to any organization Employees and no collective bargaining agreement is being negotiated by the Company or any other entity as a result of the termination of any employee leasing arrangementits Subsidiaries.

Employment Matters. Each of the The Company and its subsidiaries: (i) is in compliance in all material respects with all applicable Legal Requirements Laws respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hourshours of work, and in each case, with respect to Employees; : (iii) has withheld and reported all amounts required by law Law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; , (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any arrears of wages wages, bonuses, benefits, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no actions, suits, claims, or administrative matters pending or, to the Knowledge of the Company’s knowledge, there threatened, against the Company or any of its Employees relating to any Employee, nor to the Knowledge of the Company, any audits or investigations pending or threatened against the Company or any of its Employees relating to any Employee. There are no pendingpending or, threatened or reasonably anticipated to the Knowledge of the Company, threatened, claims or actions against the Company or any of its subsidiaries Company trustee under any workers worker’s compensation policy or long-term disability policy. To The Company is not party to a conciliation agreement, consent decree, or other agreement or order with any federal, state, or local agency or Governmental Entity with respect to employment practices. Except as set forth in Section 2.22(k)(1) of the Disclosure Schedule, the services provided by the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by and its ERISA Affiliates’ Employees are terminable at the will of the Company or any of and its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, ERISA Affiliates and any Employee, on the other hand, that such termination would be reasonably likely to result in any material no liability to the Company or any ERISA Affiliate. Section 2.22(k)(2) of its subsidiaries. Neither the Disclosure Schedule lists all material liabilities of the Company nor to any Employee, that result from the termination by the Company or any Company Subsidiary of its subsidiaries has any such Employee’s employment contractsor provision of services, Employee Agreementsa change of control of the Company, or consulting agreements currently in effect that are a combination thereof. The Company does not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability with respect to any Employee or to misclassification of: (a) any organization or any other entity person as a result of the termination of an independent contractor rather than as an employee, (b) any employee leasing arrangementleased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wages.

Employment Matters. Each of the (a) The Company and its subsidiaries: (i) is and, with respect to Employees, Seller are in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hourshours of work, and in each case, with respect to Employees; : (iii) has withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; , (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no actions, suits, claims or administrative matters pending, or to the Company’s knowledgeKnowledge, there threatened against the Company, or any of its Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pendingpending or, to the Company’s Knowledge, threatened or reasonably anticipated claims or actions against the Company or or, to the Company’s Knowledge, any of its subsidiaries Company trustee under any workers worker’s compensation policy or long-term disability policy. To The Company is not a party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided to the Company by each of the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by and its ERISA Affiliates’ Employees are terminable at the will of the Company or any of and its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, ERISA Affiliates and any Employee, on the other hand, that such termination would be reasonably likely to result in any material no liability to the Company or any ERISA Affiliate. Section 3.17 of its subsidiaries. Neither the Disclosure Schedule lists all liabilities of the Company nor to any Employee, that result from the termination by the Company, Parent or any of its subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. The Company has no material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wages. (b) No Employees were employed by the Company after July 31, 2012. Section 3.17(b) of the Disclosure Schedule includes a table setting forth the name, hiring date, title, annual salary or base wages, commissions (including amounts earned in 2013), bonus (target, maximum and any amounts paid for the current year) and accrued but unpaid vacation balances of each current Employee as of the date of the Original Agreement. To the Knowledge of the Company, no Employee intends to terminate his or her employment for any reason and neither Seller nor the Company intends to terminate any such Employee, in each case, other than in accordance with any employment contracts, Employee Agreements, or consulting agreements currently arrangements as may be provided for in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementthis Agreement.

Employment Matters. Each There are no employment or consulting Contracts to which the Company or any of its Subsidiaries is a party or by which it is bound or otherwise has any present or future Liability other than as listed on Section 4.16 of the Company Disclosure Schedule, true and complete copies (and any amendments thereto) of which have been made available to the Investors. The Company and its subsidiaries: (i) is Subsidiaries are not, and have not in the past five years been, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no organizing activities involving the Company or any of its Subsidiaries pending or threatened with any labor organization or group of employees of the Company or any of its Subsidiaries and there are no representation or certification 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 or any other labor relations tribunal or authority relating to the Company or any of its Subsidiaries. There have not been in the past five years and are not currently any pending, or, to the Knowledge of the Company, threatened, labor strikes, disputes, walkouts, work stoppages, slowdowns, demonstrations, leafleting, picketing, boycott, work-to-rule campaign, sit-in, sick-out, union election, governmental investigation or lockout with respect to employees of the Company or any of its Subsidiaries. There are no material unfair labor practice charges or complaints, grievances, arbitrations or arbitration demands, lawsuits or administrative or other proceedings pending or, to the Knowledge of the Company, threatened by or on behalf of any employee or group of employees of the Company or any of its Subsidiaries or brought or filed, with any authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by the Company or any of its Subsidiaries or any basis for any of the foregoing. There are no material charges or complaints alleging sexual or other harassment or other discrimination by the Company, any of its Subsidiaries or any of their respective employees or agents pending or, to the Knowledge of the Company, threatened in each case against the Company or any of its Subsidiaries. The Company and its Subsidiaries are in compliance in all material respects with all applicable Legal Requirements respecting employmentLaws governing the employment of labor, including all such Laws relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health, labor relations, working conditions, employee scheduling, family and medical leave, employment practicesand reemployment of members of the uniformed services, immigrationemployment terminations, terms and conditions classification of employment and wages and hoursPersons as independent contractors, in each caseworkers’ compensation disability, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears , severance payments, unemployment and the collection and payment of wages or any taxes or any penalty for failure to comply with any of withholding and/or Taxes due under the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefitsU.S. Old-Age, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one handSurvivors, and Disability Insurance program, and similar Taxes. The Company and its Subsidiaries have complied in all material respects with WARN and have not incurred any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company Liability or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementobligation which remains unsatisfied under WARN.

Employment Matters. Each To the Knowledge of the Company, the Company and each of its subsidiaries: (i) Subsidiaries is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and wages and hours, and in each case, with respect to Employees; : (iii) has withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; , (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there There are no action, suits, claims or administrative matters pending, or to the Knowledge of the Company threatened or reasonably anticipated against the Company or any of its Subsidiaries or any of its Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pending or to the Knowledge of the Company threatened or reasonably anticipated claims or actions against the Company or Company, any of its subsidiaries Subsidiaries, any Company trustee under any workers worker’s compensation policy or long-term disability policyplan. To Neither the Company nor any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s knowledgeand its Subsidiaries’ Employees is terminable at the will of the Company and its Subsidiaries’ and any such termination would result in no liability to the Company or any Subsidiary. Section 2.23(m) of the Disclosure Schedule lists all liabilities of the Company or any of its Subsidiaries to any Employee, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment that result from the termination by the Company or any of its subsidiaries Subsidiaries or disclosure to the Company or any Parent of its subsidiaries or use such Employee’s employment, a change of trade secrets or proprietary information control of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiariesa combination thereof. Neither the Company nor any of its subsidiaries Subsidiaries has any employment contracts, Employee Agreements, direct or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material indirect liability with respect to any Employee or misclassification of any person as an independent contractor rather than as an employee, with respect to any organization employee leased from another employer or with respect to any other entity person as an exempt employee rather than as a result of the termination of any employee leasing arrangementnon-exempt employee.

Employment Matters. (a) Each of the Company USCC Entity and its subsidiaries: Affiliate thereof (iA) is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local Laws respecting employment, employment practices, immigration, terms and conditions of employment and wages and hours, in each case, hours with respect to Employeesemployees employed in operating the USCC System or former employees during their employment in operating the USCC System; (iiB) has withheld provided for the withholding of all amounts required by law Law or by agreement to be withheld from the wages, salaries and other payments to Employeessuch employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivC) is not liable for any arrears of wages wages, any other compensation or benefits (including vacation or severance pay) or any taxes related to the USCC System or any penalty for failure to comply with any of the foregoing; and (vD) is not liable for any material payment to any trust or other fund or to any Governmental Entity Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees such employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the CompanyExcept as set forth on Schedule 4.15(a), to USCC’s knowledgeKnowledge, there are no pendingpending claims, threatened charges, actions, investigations or reasonably anticipated claims lawsuits filed against a USCC Entity or actions against the Company USCC Newco with any court or any Governmental Authority involving the employment of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information termination of any other person current or entity. All Employees are legally permitted former employees pertaining to be employed by the Company or any of its subsidiaries their involvement in the United States operation of America in their current jobsthe USCC System. To the CompanyExcept as set forth on Schedule 4.15(a), to USCC’s knowledge, Knowledge: (i) there are no controversies such claims, charges, actions, investigations or lawsuits threatened, and (ii) no facts exist which could give rise to liability to any current or former employees involved in the operation of the USCC System. (b) For each employee directly employed in operating the USCC System, Schedule 4.15(b) sets forth as of the date hereof the name, position, market location, date of hire, current annual salary, hourly rate of pay, commission and/or bonus arrangement (as applicable), service credited for purposes of vesting and eligibility under any USCC System Employee Plan, the current status of the employee as either active or on leave and if on leave, the type of leave, and the amount of the last salary or rate of pay increase and the date thereof of all active employees and all inactive employees on leave or other inactive status, in each case employed by a USCC Entity, USCC Newco or any Affiliate thereof in the operation of the USCC System. None of the USCC Entities, USCC Newco or any Affiliate thereof is a party to, nor is bound by, any contracts or employment agreements with respect to employees or officers engaged, to any extent, in the operation of the USCC System. (c) To USCC’s Knowledge: (i) any individual engaged by a USCC Entity, USCC Newco or an Affiliate thereof as an independent contractor in connection with the USCC System has been accurately classified as an independent contractor for all purposes, including payroll tax, withholding, unemployment insurance and benefits, and (ii) none of the USCC Entities, USCC Newco or any Affiliate thereof has received notice of any pending or threatened between the Company inquiry from any Governmental Authority concerning such independent contractor status, or any pending or threatened claim by any party that any such independent contractor be reclassified as an employee for any purpose. (d) On or prior to the Closing Date, USCC shall provide ALLTEL a list of its subsidiariesthe former employees who performed services for the USCC System at a location in the USCC Service Area and have terminated employment due to lay-off or position elimination during the 90 calendar day period preceding the Closing Date with their position and work location at time of termination, except for terminations of employment pursuant to Section 6.1(a), and a list of the total number of employees employed at each work location in the USCC Service Area as of the Closing Date. (e) There are no employment, severance or similar agreements which are binding on ALLTEL or an Affiliate thereof, including USCC Newco after Closing (as a successor employer or otherwise) or which will create any obligation whatsoever after the Closing on the one handpart of ALLTEL or an Affiliate thereof, and including USCC Newco after Closing, in regard to any Employeeemployee, on manager, agent, contractor or officer of the other handUSCC Entity, that would be reasonably likely to result in any material liability to the Company USCC Newco or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementAffiliate thereof.

Employment Matters. (a) Each of the Company and its subsidiariesTarget Company: (i) is in compliance in all material respects with all applicable Legal Requirements respecting employment, employment practices, immigration, terms and conditions of employment and wages and hours, in each case, with respect to Employees; (ii) has withheld all amounts required by law any Legal Requirement or by agreement Contract to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and all applicable state tax laws and laws applicable to employee benefitsLegal Requirements; (iv) is not liable for any arrears of wages or any taxes Taxes (other than wages (and Taxes thereon) which have accrued in the ordinary course of business but which are not yet payable) or any penalty for failure to comply with any of the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity Entity, with respect to unemployment compensation benefits, social security security, withholdings or remittances applicable to employee wages, or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there There are no pending, or, to the Company’s Knowledge, threatened or reasonably anticipated actions, suits, claims or actions proceedings against the any Target Company or any of its subsidiaries under any workers workers’ compensation policy or long-term disability policy. To the Company’s knowledgeKnowledge, no Employee or consultant of any Target Company has violated any employment contractemployment, nondisclosure agreement consulting, non-disclosure, non-competition, non-solicitation or noncompetition agreement other Contract by which such Employee is bound due (nor any Legal Requirement relating to such Employee’s employment by the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of unfair competition, trade secrets or proprietary information information) as a result of providing services to any other person or entity. All Employees are legally permitted to be employed by the Target Company or disclosing or using any of its subsidiaries information in the United States of America in their current jobsconnection with such services. To the Company’s knowledge, there There are no controversies pending or or, to the Company’s Knowledge, threatened between the any Target Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, Employee that would be reasonably likely to result in be material to any material liability to Target Company. Except as set forth on Part 2.14(a) of the Company or any of its subsidiaries. Neither the Disclosure Schedule, no Target Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements Agreement currently in effect that are is not terminable at will by a Target Company without any payment pursuant thereto or in connection therewith (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the No Target Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity Person as a result of the termination of any employee leasing arrangementContract. (b) No work stoppage, labor strike, slowdown, lockout or other labor dispute against any Target Company is pending or, to the Company’s Knowledge, threatened. No Employee of any Target Company is represented by any union or other labor organization. The Company has no Knowledge of any activities or proceedings of any labor union to organize any Employees. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Company’s Knowledge, threatened relating to any labor, safety or discrimination matters involving any Employee, including charges of unfair labor practices or discrimination complaints. No Target Company has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. No Target Company is or has been a party to, or bound by, any collective bargaining or union Contract with respect to Employees, and no collective bargaining or union Contract is being negotiated by any Target Company. (c) No Target Company has taken any action that could constitute a mass layoff, group termination, mass termination, or plant closing which may trigger notice requirements or liability under any Legal Requirement, including collective dismissal laws.

Employment Matters. Each of the The Company and each of its subsidiaries: (i) Subsidiaries is in compliance in all material respects with all applicable Legal Requirements foreign (including PRC Labor Law and Employment Contract Law (“Employment Contract Law”), and other relevant PRC laws, regulations, policies and rules, as well as the local labor-related regulations of Beijing), including but not limited to laws, rules, regulations and policies respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, holidays and leave, immigration status, employee safety, wages and working hours, and in each case, with respect to Employees; : (iii) has withheld and reported or declared all individual income tax, social insurance and housing fund contributions or other amounts required by law or by agreement to be withheld from the wagesand reported or declared, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, to social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there There are no action, suits, claims or administrative matters or punishment pending, or to the Knowledge of the Company threatened or reasonably anticipated against the Company or any of its Subsidiaries or any of its Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pending or to the Knowledge of the Company threatened or reasonably anticipated claims or actions against the Company or Company, any of its subsidiaries Subsidiaries, any Company trustee under any workers worker’s compensation policy or long-term disability policyplan. To Neither the Company nor any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s knowledgeand its ERISA Affiliates’ Employees is terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate. Section 2.23(n) of the Disclosure Schedule lists all liabilities of the Company or any of its Subsidiaries to any Employee, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment that would result from the termination by the Company or any of its subsidiaries Subsidiaries or disclosure to the Company or any Purchaser of its subsidiaries or use such Employee’s employment, a change of trade secrets or proprietary information control of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiariesa combination thereof. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company Subsidiaries nor any of its subsidiaries will have any material ERISA Affiliate has direct or indirect liability with respect to any Employee or misclassification of any person as an independent contractor rather than as an employee, with respect to any organization employee leased from another employer or with respect to any other entity person as an exempt employee rather than as a result of the termination of any employee leasing arrangementnon-exempt employee.

Employment Matters. Each of the The Company and each of its subsidiaries: (i) Subsidiaries is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and wages (including overtime wages) and hours, and in each case, with respect to Employees; : (iii) has withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there There are no actions, suits, claims, audits, investigations or administrative matters pending, or to the Knowledge of the Company and/or any of its Subsidiaries threatened or reasonably anticipated against the Company or any of its Subsidiaries or any of its Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pending or to the Knowledge of the Company and/or any of its Subsidiaries threatened or reasonably anticipated claims or actions against the Company or Company, any of its subsidiaries Subsidiaries, any Company trustee under any workers worker’s compensation policy or long-term disability policyplan. To Neither the Company nor any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s knowledge’s, any of its Subsidiaries’ and its ERISA Affiliates’ Employees is terminable at the will of the Company, such Subsidiary and its ERISA Affiliates, as applicable and any such termination would result in no Employee has violated liability to the Company, such Subsidiary or any ERISA Affiliate, as applicable. Section 3.28(j) of the Disclosure Letter lists all severance payments stipulated to be paid under employment contractagreements (other than severance payments required by the Employment Standards Act of British Columbia or payable at common law) of the Company or any of its Subsidiaries to any Employee, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment that are payable as a result of the termination by the Company or any of its subsidiaries Subsidiaries or disclosure to the Company Parent of such Employee’s employment or any provision of its subsidiaries or use services, a change of trade secrets or proprietary information control of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiariesa combination thereof. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company Subsidiaries nor any ERISA Affiliate has direct or indirect liability with respect to (a) any misclassification of its subsidiaries will have any material liability to person as an independent contractor rather than as an employee, (b) any Employee employee leased from another employer or to (c) any organization or any other entity person classified as an exempt employee rather than as a result of the termination of any employee leasing arrangementnon-exempt employee.

Employment Matters. Each Neither the Company nor any Company Subsidiary is a party to or otherwise bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is any such contract or agreement presently being negotiated, nor, to the knowledge of the Company, is there, a representation campaign respecting any of the employees of the Company or any of the Company Subsidiaries. As of the date of this Agreement, there is no pending or, to the knowledge of the Company, threatened, labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Company or any of the Company Subsidiaries which, individually or in the aggregate, would be material to the Company. Hours worked by and payments made to the employees of the Company and its subsidiaries: (i) is in compliance each Company Subsidiary comply in all material respects with all the Fair Labor Standards Act and each other federal, state, local or foreign law applicable Legal Requirements respecting employment, employment practices, immigration, terms and conditions of employment and wages and hours, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld such matter. All material payments due from the wagesCompany and each Company Subsidiary for employee health and welfare insurance have been paid or accrued as a liability on the books of the Company or such Company Subsidiary. As of the date of this Agreement, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) there is not liable for any arrears of wages no organizing activity involving the Company or any taxes or any penalty for failure Company Subsidiary that is material to comply with any of the foregoing; and (v) is not liable for any material payment their business taken as a whole pending or, to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, threatened by any labor union or group of employees. As of the date of this Agreement, there are no pendingrepresentation proceedings involving the Company or any Company Subsidiary that are material to their businesses taken as a whole pending or, to the Company’s knowledge, threatened with the National Labor Relations Board or reasonably anticipated claims similar foreign Governmental Authority, and no labor organization or actions group of employees of the Company or any Company Subsidiary has made a pending demand for recognition. As of the date of this Agreement, neither the Company nor any Company Subsidiary has been notified in writing by any Governmental Authority of any complaints or charges against the Company or any Company Subsidiary pending or threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries Company Subsidiary of any individual, except where any such complaint or disclosure charge would not, individually or in the aggregate, reasonably be expected to result in damages or liabilities to the Company or any of its subsidiaries the Company Subsidiaries in excess of $250,000 in the aggregate. As of the date of this Agreement, no employees or use officers of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending Company Subsidiary had claims to severance or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity similar payment as a result of the termination consummation of any employee leasing arrangementthe Transactions exceeding $450,000 in the aggregate.

Employment Matters. Each (a) All material benefit and compensation plans (the “Company Benefit Plans”) covering Employees are listed in Section 3.11(a) of the Company Disclosure Schedule. (b) Except as provided herein, neither the execution and its subsidiaries: delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with another event, such as a termination of employment) will (i) result in any payment becoming due to any current or former director or current or former employee of the Company or any of its Subsidiaries under any of the Company Benefit Plans or otherwise; (ii) increase any benefits otherwise payable under any of the Company Benefit Plans; or (iii) result in any acceleration of the time of payment or vesting of any such benefits. (c) Each Group Company is in compliance in all material respects with all applicable Legal Requirements respecting employment, Laws relating to employment and employment practices, immigrationincluding those related to wages, work hours, shifts, overtime, holidays and leave, collective bargaining terms and conditions of employment and wages the payment and hourswithholding of social security Taxes or any other Taxes and other sums as required by the appropriate Governmental Authority, in each case, except as would not constitute a Material Adverse Effect. There is no charge or proceeding with respect to Employees; a violation of any occupational safety or health standards that has been asserted or is now pending or threatened with respect to any Group Company, or any charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the knowledge of the Company, threatened before any Governmental Authority in any jurisdiction in which any Group Company has employed or employ any Person, that would constitute a Material Adverse Effect. (d) With respect to each Company Benefit Plan, (i) all material payments due from the Company or Subsidiaries to the date hereof have been made and all material amounts properly accrued to the date hereof, or as of the Closing Date, as liabilities of the Company and Subsidiaries that have not been paid have been properly recorded on the books of the Company and (ii) has withheld all amounts required by law or by agreement there are no pending or, to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any knowledge of the foregoing; and (v) is not liable for any material payment to any trust Company, threatened proceedings or other fund or to order by any Governmental Entity Authority with respect to unemployment compensation benefits, social security such Company Benefit Plan or other benefits or obligations for Employees against the assets of such Company Benefit Plan (other than routine payments to be made claims for benefits) that would constitute a Material Adverse Effect. Each Company Benefit Plan is and has at all times been operated and administered in material compliance with the normal course of business provisions thereof and consistent with past practice). To the Company’s knowledgeall applicable legal requirements. (e) The Company is not obligated, there are no pending, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries or disclosure other than pursuant to the Company Benefit Plans, to grant any options or other rights to purchase or acquire Shares to any Employees, consultants or directors of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in after the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementdate hereof.

Employment Matters. Each of the Company and its subsidiaries: (i) is in compliance in all material respects with all applicable Legal Requirements respecting employmentThere are no discrimination charges (relating to sex, employment practicesage, immigrationrace, terms and conditions of employment and wages and hoursnational origin, in each casehandicap or veteran status or otherwise) pending or threatened, with respect to Employeesagainst, or involving the Borrower or any Subsidiary; (ii) has withheld all amounts required by law there are no grievances between the Borrower or by agreement to be withheld from the wages, salaries any Subsidiary and other payments to Employeesany employee; (iii) has properly classified independent contractors neither the Borrower nor any Subsidiary is delinquent in payments to any of such employees for purposes of federal and applicable state tax laws and laws applicable to employee benefitsany wages, salaries, commissions, bonuses, benefits or other direct or indirect compensation for any services performed by them; (iv) the Borrower and each Subsidiary is not liable for any arrears of wages in compliance with all federal, state, local and foreign laws and regulations respecting labor, employment, wages, hours and benefits; (v) there is no unfair labor practice with respect to the Borrower or any taxes Subsidiary pending before the National Labor Relations Board or any penalty for failure to comply with Board or any of the foregoingcomparable state, local or foreign agency; and (vvi) there is not liable for no labor strike, dispute, slow down or stoppage actually pending or threatened against or involving the Borrower or any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees Subsidiary. (other than routine payments to be made in the normal course of business and consistent with past practice). b) To the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s Borrower's knowledge, no Employee has violated employee of the Borrower or any Subsidiary is in violation of any term of any employment contract, nondisclosure or any other contract or agreement with or noncompetition agreement by which any restrictive covenant or any other common law obligation to a former employer relating to the right of any such Employee is bound due employee to such Employee’s employment be employed by the Company Borrower or any Subsidiary because of its subsidiaries the nature of the business conducted or disclosure to be conducted by the Borrower and any Subsidiary or to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted others, and to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s Borrower's knowledge, there are no controversies pending the employment of the Borrower's or threatened between its Subsidiaries' employees does not subject the Company Borrower or any of its subsidiariesSubsidiaries to liability in connection which such covenants or agreements. There is neither pending, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability nor to the Company Borrower's knowledge threatened, any actions, suits, proceedings or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability claims with respect to any Employee contract, agreement, covenant or obligations referred to any organization or any other entity as a result of the termination of any employee leasing arrangementabove.

Employment Matters. Each Set forth in Section 2.17 of the Disclosure Schedule is a list of each written employment agreement currently in effect between the Company or any of the Subsidiaries and any employee of the Company or any of the Subsidiaries (for the avoidance of doubt, excluding any offer letter or similar document with respect to an “at-will” employee of the Company whose employment may be terminated at any time without any required minimum advance notice that does not provide for severance or any non-ordinary course bonus or other benefit) (collectively, the “Company Employment Agreements” and its subsidiaries: individually, a “Company Employment Agreement”). Neither the Company nor any of the Subsidiaries (i) is in compliance violation in all any material respects with all respect of applicable Legal Requirements laws respecting employment, employment practices, immigration, terms and conditions of employment and wages and hours, in each case, with respect to Employees; (ii) has withheld and reported all amounts required by law or by agreement contract to be withheld from the and reported with respect to wages, salaries and other payments to Employees; its respective employees, (iii) has properly classified independent contractors any material liability for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for AGREEMENT AND PLAN OF MERGER any arrears of wages or any taxes Taxes or any material penalty for failure to comply with any violation of the foregoing; clauses (i) or (ii) above, and (viv) is not liable has any material liability for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity Authority with respect to wages, unemployment compensation compensation, benefits, social security or other benefits or obligations for Employees employees (other than routine payments to be made in the normal course of business and Business, consistent with past practice). To the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will the Subsidiaries has any change of control agreements with any officer, director or employee of the Company or any of the Subsidiaries. Without limiting the generality of the foregoing, the Company and the Subsidiaries have any material liability paid all amounts due to any Employee employee or contractor of the Company or any of the Subsidiaries for wages earned, including, but not limited to (i) salary or other base compensation, (ii) bonuses, (iii) variable compensation, including, but not limited to, prorated variable compensation earned according to any organization variable compensation plan or any other entity as a result of schedule, and (iv) the termination value of any employee leasing arrangementaccrued, unused vacation.

Employment Matters. Each of the The Company and each of its subsidiaries: (i) Subsidiaries and ERISA Affiliates is in material compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hourshours of work, and in each case, with respect to Employees; : (iii) has withheld and reported in all material respects all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; , (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any material arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made and benefits payable in the normal course of business and consistent with past practice). To There are no material actions, suits, claims or administrative matters pending or, to the Knowledge of the Company’s knowledge, there threatened or reasonably anticipated against the Company, any of its Subsidiaries or any ERISA Affiliate or to the Knowledge of the Company any of their respective Employees relating to any Employee Agreement or Company Employee Plan. There are no pendingpending or, to the Knowledge of the Company, threatened or reasonably anticipated claims or actions against the Company or Company, any of its subsidiaries Subsidiaries or any Company trustee under any workers worker’s compensation policy or long-term disability policy. To The Company is not party to a conciliation agreement, consent decree or other agreement or Order with any federal, state, or local agency or Governmental Entity with respect to employment practices. The services provided by the Company’s knowledge’s, each of its Subsidiaries’ and their ERISA Affiliates’ Employees are terminable at the will of the Company, the Subsidiaries and their ERISA Affiliates and any such termination would result in no Liability to the Company, the Subsidiaries or any ERISA Affiliate (other than (x) ordinary administration expenses, (y) with respect to benefits that were previously earned, vested or accrued under Company Employee has violated Plans prior to such termination, or (z) as disclosed in Section 2.22(j) of the Disclosure Schedule). Section 2.22(k) of the Disclosure Schedule lists all liabilities of the Company to any employment contract, nondisclosure agreement Employee that would result from the termination by the Company or noncompetition agreement by which such Employee is bound due to Parent of such Employee’s employment by or provision of services, other than those disclosed in Section 2.22(j) of the Company or Disclosure Schedule. Neither the Company, any of its subsidiaries Subsidiaries nor any ERISA Affiliate has direct or disclosure indirect material Liability with respect to the Company or any of its subsidiaries or use of trade secrets or proprietary information misclassification of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledgeas an independent contractor rather than as an employee, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability with respect to any Employee employee leased from another employer or with respect to any organization employee currently or any other entity formerly classified as a result of the termination of any employee leasing arrangementexempt from overtime wages.

Employment Matters. Each of the The Company and each of its subsidiaries: (i) Subsidiaries is in compliance in all material respects with all applicable Legal Requirements material foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime), compensation, and hourshours of work, and in each case, with respect to Employees; , to Company’s Knowledge: (iii) has withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; , (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no actions, suits, claims or administrative matters pending, overtly threatened or, to the Company’s knowledgeKnowledge, there reasonably anticipated against the Company or any of its Subsidiaries or to Company’s Knowledge, any of its Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pending, threatened or reasonably anticipated claims or actions against the Company or Company, any of its subsidiaries Subsidiaries, any Company trustee under any workers worker’s compensation policy or long-term disability policy. To Neither the Company nor any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s knowledgeand its ERISA Affiliates’ Employees is terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate. Section 2.23(m) of the Disclosure Schedule lists all liabilities of the Company or any of its Subsidiaries to any Employee, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment that result from the termination by the Company or any of its subsidiaries Subsidiaries or disclosure to the Company Parent of such Employee’s employment or any provision of its subsidiaries or use services, a change of trade secrets or proprietary information control of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiariesa combination thereof. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company Subsidiaries nor any of its subsidiaries will have any material ERISA Affiliate has direct or indirect liability with respect to any Employee or misclassification of any person as an independent contractor rather than as an employee, with respect to any organization employee leased from another employer or with respect to any other entity person currently or formerly classified as a result of the termination of any employee leasing arrangementexempt from overtime and minimum wages.

Employment Matters. Each Except as would not have a Premier Material Adverse Effect: (a) Except as set forth in Section 2.16(a) of the Company Premier Disclosure Schedule, each of Premier and its subsidiariesSubsidiaries: (i) is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and provincial laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment employment, pay equity and wages and hours, in each case, with respect to Employeescurrent, former or retired employees or consultants of Premier or any of its Subsidiaries (collectively "PREMIER EMPLOYEES"); (ii) has timely withheld and paid over to the appropriate foreign, federal, state, provincial or local governmental authorities all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Premier Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (viv) (other than routine payments to be made in the ordinary course of business and consistent with past practice) is not liable for any material payment to any trust or other fund or to any Governmental Entity governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees Premier Employees. (other than routine payments b) Except as set forth in Section 2.16(b) of the Premier Disclosure Schedule, neither Premier nor any of its Subsidiaries is involved in or, to be made in the normal course knowledge of business Alpine and consistent with past practice). To the Company’s knowledge, there are no pendingPremier, threatened with any labor dispute, grievance or reasonably anticipated claims litigation relating to labor, safety or actions against discrimination matters involving any Premier Employee, including, without limitation, charges of unfair labor practices or discrimination complaints. Except as set forth in Section 2.16(b) of the Company Premier Disclosure Schedule, neither Premier nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act, or in relation to dismissals, equal pay, sex, race or disability discrimination, or similar such unfair labor practices legislation of foreign jurisdictions. Except as set forth in Section 2.16(b) of the Premier Disclosure Schedule, neither Premier nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement or union recognition agreement with respect to Premier Employees and no collective bargaining agreement is being negotiated by Premier or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries Subsidiaries. (c) Except as set forth in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result Section 2.16(c) of the termination Premier Disclosure Schedule, each of any employee leasing arrangementPremier and Premier's Subsidiaries is in compliance with all laws, regulations and orders relating to workers' compensation and the Worker Adjustment and Retraining Notification Act or similar such legislation or regulations of foreign jurisdictions.

Employment Matters. Each Except as set forth in Section 2.11(k) of the Company Disclosure Schedule and its subsidiariesexcept in each case where non-compliance, failure to withhold or report, failure to comply or liability would not have a Material Adverse Effect, the Company and each Affiliate: (i) is are in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment employment, termination of employment, employee safety and wages and hours, and in each case, with respect to Employees; (ii) has have withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is are not liable for any arrears of wages wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing; and (viv) is are not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To As of the Company’s knowledgedate hereof, there are no pendingactions, suits, claims or administrative matters pending which have been served on the Company or an Affiliate, or to the Company’s or an Affiliate’s knowledge, otherwise pending or threatened in writing against the Company relating to any Employee, Employee Agreement or reasonably anticipated Company Employee Plan, except where such actions, suits, claims or administrative matters would not have a Material Adverse Effect. As of the date hereof, there are no pending claims or actions against which have been served on the Company or any of its subsidiaries an Affiliate, or to the Company’s or an Affiliate’s knowledge, otherwise threatened in writing against the Company, or an Affiliate under any workers worker’s compensation policy of the Company or long-term disability policyan Affiliate, except where such pending claims would not have a Material Adverse Effect. To the Company’s and the Affiliates’ knowledge, no Employee has violated any employment contract, nondisclosure agreement agreement, non-competition or noncompetition non-solicitation agreement by which such Employee is bound due to such Employee’s employment by bound. As of the date hereof, except as set forth in Section 2.11(k) of the Company or any Disclosure Schedule, the services provided by each of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between and its Affiliate’s Employees is terminable at the will of the Company or any of and its subsidiaries, on the one hand, Affiliates and any Employee, on the other hand, that such termination would be reasonably likely to result in any material no liability to the Company Company, any Affiliate or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementParent.

Employment Matters. Each (a) Except as set forth in Section 3.16(a) of the Company Alpine Disclosure Schedule or which would not have an Alpine Material Adverse Effect, each of Refraco and its subsidiariesSubsidiaries: (i) is in compliance in all material respects with all applicable Legal Requirements federal, state and provincial laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment employment, pay equity and wages and hours, in each case, with respect to current, former, or retired employees or consultants of Refraco or any of its Subsidiaries (collectively "Refraco Employees"); (ii) has timely withheld and paid over to the appropriate federal, state, provincial or local governmental authority all amounts required by law or by agreement to be withheld from the wages, salaries salaries, and other payments to Refraco Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (viv) (other than routine payments to be made in the ordinary course of business and consistent with past practice) is not liable for any material payment to any trust or other fund or to any Governmental Entity governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits for Refraco Employees, except in each case, for immaterial amounts. (b) Except as set forth in Section 3.16(b) of the Alpine Disclosure Schedule or obligations for Employees (other than routine payments which would not have an Alpine Material Adverse Effect, neither Refraco nor any of its Subsidiaries is involved in or threatened with any labor dispute, grievance, or litigation relating to be made labor, safety or discrimination matters involving any Refraco Employee, including, without limitation, charges of unfair labor practices or discrimination complaints. Except as set forth in Section 3.16(b) of the Alpine Disclosure Schedule or which would not have an Alpine Material Adverse Effect, neither Refraco nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act or similar such legislation of foreign jurisdictions. Except as set forth in Section 3.16(b) of the Alpine Disclosure Schedule or which would not have an Alpine Material Adverse Effect, neither Refraco nor any of its Subsidiaries is presently or has been in the normal course of business past a party to, or bound by, any collective bargaining agreement or union contract with respect to Refraco Employees and consistent with past practice). To the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions against the Company collective bargaining agreement is being negotiated by Refraco or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries Subsidiaries. (c) Except as set forth in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result Section 3.16(c) of the termination Alpine Disclosure Schedule or which would not have an Alpine Material Adverse Effect, each of any employee leasing arrangementAlpine, Refraco and Refraco's Subsidiaries is in compliance in all material respects with all laws, regulations and orders relating to workers' compensation and the Worker Adjustment and Retraining Notification Act or similar such legislation of foreign jurisdictions.

Employment Matters. Each of the The Company and its subsidiaries: (i) each Company Subsidiary is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules, regulations, and ordinances respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hourshours of work, and in each case, with respect to Employees; : (iii) has withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; , (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any arrears of wages wages, bonuses, benefits, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no action, suits, claims, audits, investigations, or administrative matters pending or, to the Knowledge of the Company’s knowledge, there threatened against the Company, any Company Subsidiary, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pendingpending or, to the Knowledge of the Company, threatened or reasonably anticipated claims or actions against the Company, any Company Subsidiary, or any of its subsidiaries Company trustee under any workers worker’s compensation policy or long-term disability policy. To Neither the Company nor any Company Subsidiary is party to a conciliation agreement, consent decree, or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee and each Company Subsidiary’s Employees is bound due to such Employee’s employment by terminable at the will of the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledgeSubsidiary, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one handas applicable, and any Employee, on the other hand, that such termination would be reasonably likely to result in any no material liability to the Company or any Company Subsidiary, as applicable (other than for the payment of its subsidiariesbenefits that have accrued under the Company Employee Plans and Employee Agreements) (except in the United Kingdom where employment at will is not recognized and employees may have unfair dismissal rights requiring that their employment be terminated for a fair reason and following a fair process, as prescribed by English law). Neither To the Knowledge of the Company, neither the Company nor any of its subsidiaries Company Subsidiary has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability with respect to any Employee or to misclassification of: (a) any organization or any other entity Person as a result of the termination of an independent contractor rather than as an employee, (b) any employee leasing arrangementleased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wages.

Employment Matters. Each of the The Company and each of its subsidiaries: (i) Subsidiaries is in material compliance in all material respects with all applicable Legal Requirements foreign, federal, provincial and municipal laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, taxation, human rights, pay equity, employment equity, employment or labor standards, immigration, employee health and wages safety, workers’ compensation, and hours, in each case, with respect to Employees; Employees (iii) has withheld withheld, reported and remitted in all material respects all amounts required by law or by agreement to be withheld from the withheld, reported and/or remitted with respect to wages, salaries and other payments to Employees; , (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any material arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is not liable for any material payment or contribution to any trust plan, program, agency or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for any Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no material actions, suits, claims or administrative matters of which the Company has received notice or which are, to the Knowledge of the Company’s knowledge, there are no pending, pending or threatened or reasonably anticipated claims or actions against the Company Company, any of its Subsidiaries, or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due their Employees relating to such Employee’s employment by the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Employee Agreement or Company or any of its subsidiariesEmployee Plan. Neither the Company nor any of its subsidiaries has Subsidiary is subject to any employment contractsjudgment, Employee Agreementsagreement, decree or order with any federal, provincial, or consulting agreements currently in effect that municipal agency or governmental authority with respect to employment practices or any Employees. There are not terminable at will (other than agreements for the sole purpose no liabilities of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a former Employee, that result of from the termination of such Employee’s employment or provision of services, other than those disclosed in Section 2.23(j). The Company has not direct or indirect liability with respect to any misclassification of any person as an independent contractor rather than as an employee, with respect to any employee leasing arrangementleased from another employer or with respect to any employee currently or formerly classified as exempt from overtime wages.

Employment Matters. Each of the Company and its subsidiaries: Sino-Canada Entity (i) is in compliance in all material respects with all applicable Legal Requirements Laws respecting employment, employment practices, immigration, terms and conditions of employment employment, employee safety and wages and hours, and in each case, with respect to Employees; , (ii) has withheld and reported all amounts required by law Law or by agreement Contract to be withheld from the and reported with respect to wages, salaries and other payments to Employees; , (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viv) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To As of the Company’s knowledgedate hereof, there are no pending, Legal Proceedings pending or threatened or reasonably anticipated claims or actions in writing against the Company Sino-Canada Entities or any of its subsidiaries the Employees relating to any Employee, Employee Agreement or Employee Plan. As of the date hereof, there are no Legal Proceedings pending or overtly threatened against the Sino-Canada Entities or any Company trustee under any workers worker’s compensation policy or long-term disability policy. To The services provided by each of the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by Employees is terminable at the will of the Sino-Canada Entity for which such Employee is bound due employed and any such termination would result in no liability to the Sino-Canada Entities. Section 3.23(g) of the Company Disclosure Letter lists as of the date hereof all liabilities of the Sino-Canada Entities to any Employee, that would result from the termination by the Sino-Canada Entities of such Employee’s employment by the Company or any employment, a change of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information control of any other person Sino-Canada Entity, or entitya combination thereof. All Employees are legally permitted No Sino-Canada Entity has any direct or indirect liability solely with respect to be employed by the Company any misclassification of any Person as an independent contractor rather than as an employee, or with respect to any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledgeemployee leased from another employer, there are no controversies pending or threatened between the Company or any of its subsidiaries, except as would not have a Material Adverse Effect on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementSino-Canada Entities.

Employment Matters. Each of the Company and its subsidiariesThe Company: (i) is is, and at all times has been, in compliance in all material respects with all applicable Legal Requirements Requirements, and with any order, ruling, decree, judgment or arbitration award of any arbitrator or any court or other governmental body, respecting employment, employment practices, immigration, terms and conditions of employment employment, wages, hours or other labor-related matters, including Legal Requirements, orders, rulings, decrees, judgments and awards relating to discrimination, worker classification (including the proper classification of workers as independent contractors and consultants), wages and hours, in each caselabor relations, with respect to leave of absence requirements, occupational health and safety, privacy, harassment, retaliation, immigration, wrongful discharge or violation of the personal rights of Employees, former Employees or prospective Employees; (ii) has withheld and reported all amounts required by law any Legal Requirement or by agreement contract to be withheld from the and reported with respect to wages, salaries and other payments to Employeesany Employee; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable no liability for any arrears of wages or any taxes Taxes or any penalty for failure to comply with any of the foregoing; and (viv) is not liable has no liability for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental body with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees any Employee (other than routine payments to be made in the normal course of business and consistent with past practice). To Since 2009, the Company has not effectuated a “mass layoff,” “plant closing,” partial “plant closing,” “relocation” or “termination” (each as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar Legal Requirement) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions against . Except as listed on Section 3.12(g) of the Company or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledgeDisclosure Letter, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by of the Company has been discharged or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries has resigned in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will last twelve (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangement12) month period.

Employment Matters. Each of the Company and its subsidiaries: (i) is in compliance in all material respects with all applicable Legal Requirements respecting employment, employment practices, immigration, terms and conditions of employment and wages and hours, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has Subsidiaries is a party to any employment contractslabor or collective bargaining agreement, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose and no employees of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor or any of its subsidiaries will Subsidiaries are represented by any labor organization. Within the preceding three years, there have any material liability been no representation or certification proceedings, or petitions seeking a representation proceeding, pending or, to any Employee the knowledge of the Company, threatened in writing to be brought or to any organization filed with the National Labor Relations Board or any other entity as a result labor relations tribunal or authority. Within the preceding three years, to the knowledge of the termination Company, there have been no organization activities involving the Company or any of its Subsidiaries in respect of any group of employees of the Company or any of its Subsidiaries. There are no strikes, work stoppages, slowdowns, lockouts, material arbitrations, or material grievances or other material labor disputes pending or, to the knowledge of the Company, threatened in writing against or involving the Company or any of its Subsidiaries. There are no unfair labor practice charges, grievances, or complaints pending or, to the knowledge of the Company, threatened in writing by or on behalf of any employee leasing arrangementor group of employees of the Company or its Subsidiaries that, if individually or collectively resolved against the Company or its Subsidiaries, would have a Material Adverse Effect on the Company. There are no complaints, charges, or claims against the Company or its Subsidiaries pending or, to the knowledge of the Company, threatened to be brought or filed with any Governmental Entity based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by the Company or its Subsidiaries. Each of the Company and its Subsidiaries is in material compliance with all laws and orders relating to the employment of labor, including all such laws and orders relating to wages, hours, WARN, collective bargaining, discrimination, civil rights, safety and health, workers' compensation, and the collection and payment of withholding and/or social security Taxes and any similar Tax. There has been no "mass layoff' or "plant closing" as defined by WARN in respect of the Company or its Subsidiaries within the six months prior to the Closing.

Employment Matters. Each Except as set forth in SECTION 2.11(K) of the Company Disclosure Schedule and its subsidiariesexcept in each case where non-compliance, failure to withhold or report, failure to comply or liability would not have a Material Adverse Effect, the Company and each Affiliate: (i) is are in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment employment, termination of employment, employee safety and wages and hours, and in each case, with respect to Employees; (ii) has have withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is are not liable for any arrears of wages wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing; and (viv) is are not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To As of the Company’s knowledgedate hereof, there are no pendingactions, suits, claims or administrative matters pending which have been served on the Company or an Affiliate, or to the Company's or an Affiliate's knowledge, otherwise pending or threatened in writing against the Company relating to any Employee, Employee Agreement or reasonably anticipated Company Employee Plan, except where such actions, suits, claims or administrative matters would not have a Material Adverse Effect. As of the date hereof, there are no pending claims or actions against which have been served on the Company or any of its subsidiaries an Affiliate, or to the Company's or an Affiliate's knowledge, otherwise threatened in writing against the Company, or an Affiliate under any workers worker's compensation policy of the Company or long-term disability policyan Affiliate, except where such pending claims would not have a Material Adverse Effect. To the Company’s 's and the Affiliates' knowledge, no Employee has violated any employment contract, nondisclosure agreement agreement, non-competition or noncompetition non-solicitation agreement by which such Employee is bound due to such Employee’s employment by bound. As of the date hereof, except as set forth in SECTION 2.11(K) of the Company or any Disclosure Schedule, the services provided by each of the Company's and its subsidiaries or disclosure to Affiliate's Employees is terminable at the will of the Company or any of and its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, Affiliates and any Employee, on the other hand, that such termination would be reasonably likely to result in any material no liability to the Company Company, any Affiliate or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementParent.

Employment Matters. Each of the The Company and its subsidiaries: (i) is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations, collective bargaining agreements and arrangements, extension orders and binding customs respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health and wages and hourshours (including overtime wages), and in each case, with respect to Employees; : (iii) has withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; , (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no actions, suits, claims or administrative matters pending or, to the Knowledge of the Company’s knowledge, there threatened or reasonably anticipated against the Company or any of its Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pendingpending or, to the Knowledge of the Company, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries Company trustee under any workers worker’s compensation policy or long-long term disability policy. To The Company is not party to a conciliation agreement, consent decree or other agreement or order with any federal, state or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by and its ERISA Affiliates’ Employees are terminable at the will of the Company or and its ERISA Affiliates and any of its subsidiaries or disclosure such termination would result in no Liability to the Company or any ERISA Affiliate other than claims for severance pay and benefits as set forth below. Section 2.22(k) of its subsidiaries or use the Disclosure Schedule lists all Liabilities of trade secrets or proprietary information of the Company to any other person or entity. All Employees are legally permitted to be employed Employee that result from the termination by the Company or any Parent of its subsidiaries in the United States such Employee’s employment or provision of America in their current jobs. To services, a change of control of the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are a combination thereof. The Company does not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability Liability with respect to any Employee or to misclassification of: (a) any organization or any other entity Person as a result of the termination of an independent contractor rather than as an employee, (b) any employee leasing arrangementleased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wages.

Employment Matters. Each No material labor dispute exists or, to the Knowledge of the Company and its subsidiaries: (i) Company, is in compliance in all material respects with all applicable Legal Requirements respecting employment, employment practices, immigration, terms and conditions of employment and wages and hours, in each case, imminent with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course employees of business and consistent with past practice). To the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions against the Company or any Subsidiary. None of its subsidiaries under the Company, any workers compensation policy or long-term disability policy. To Subsidiary or, to the Company’s knowledgeKnowledge, no Employee has violated any employment contractof their respective employees is subject to any noncompete, nondisclosure agreement nondisclosure, confidentiality, employment, consulting or noncompetition agreement by which such Employee is bound due to such Employee’s employment by similar agreements relating to, affecting or in conflict with the present or proposed business activities of the Company or any Subsidiary. Except as set forth in Section 3.11 of its subsidiaries the Disclosure Schedule or disclosure to on page 12 of the Company’s Proxy Notice under the heading “Executive Compensation” neither the Company or nor any Subsidiary has employment contracts with any of its subsidiaries employees not expressly terminable at will or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or collective bargaining agreements covering any of its subsidiaries in the United States of America in their current jobsemployees. To the Company’s knowledgeFurther, there are no controversies pending or threatened between neither the Company nor any Subsidiary has policies, procedures or any of its subsidiaries, on the one hand, and any Employee, on the handbooks providing for other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiariesthan at-will employment. Neither the Company nor any Subsidiary is aware that any of its subsidiaries their respective employees has plans to terminate his or her employment relationship with the Company or any Subsidiary nor does the Company or any Subsidiary have a present intention to terminate the employment of any employee. To the Company’s Knowledge, none of the current or former officers or other key employees of the Company or any Subsidiary have been arrested or convicted of any felony and no such person has declared bankruptcy nor has any employment contractssuch person been an officer or director of any company or other organization that has declared bankruptcy. Except as contemplated in the Transaction Documents, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither neither the Company nor any Subsidiary has liabilities to employees arising from deferred compensation. Except as described in Section 3.11 of the Disclosure Schedule, neither the Company nor any Subsidiary contributes to or participates in any employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended, other than a medical benefit plan with respect to which the Company or any Subsidiary has made all required contributions and has complied with all applicable laws. To the Company’s Knowledge, none of its subsidiaries will have any material liability or the Subsidiaries’ current or former officers, directors, consultants or employees is currently, has in the past, or has plans in the future, to any Employee or to any organization engage in a line of business which is competitive with the Company or any other entity as a result of the termination of any employee leasing arrangementSubsidiary.

Employment Matters. Each of (a) Neither the Company and its subsidiaries: (i) is in compliance in all material respects with all applicable Legal Requirements respecting employment, employment practices, immigration, terms and conditions of employment and wages and hours, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with nor any of the foregoing; and (v) its Subsidiaries is not liable for any material payment a party to any trust Contract regarding collective bargaining or other fund Contract with or to any Governmental Entity with respect to unemployment compensation benefits, social security labor union or other benefits or obligations for Employees (other than routine payments to be made in the normal course association representing any employee of business and consistent with past practice). To the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries under Subsidiaries, nor does any workers compensation policy labor union or long-term disability policycollective bargaining agent represent any employee of the Company or any of its Subsidiaries. To the Company’s knowledge, no Employee Contract regarding collective bargaining has violated any employment contractbeen requested by, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by under discussion between management of the Company or any of its subsidiaries Subsidiaries (or disclosure to any management group or association of which the Company or any of its subsidiaries Subsidiaries is a member or use otherwise a participant) and, any group of trade secrets or proprietary information employees of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, Subsidiaries nor are there are no controversies any representation proceedings or petitions seeking a representation proceeding presently pending or threatened between against the Company or any of its subsidiariesSubsidiaries with any labor relations tribunal, on the one hand, and nor are there any Employee, on the other hand, that would be reasonably likely current activities to result in organize any material liability to employees of the Company or any of its subsidiariesSubsidiaries into a collective bargaining unit. There are no unfair labor practice charges or complaints pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries that would have a Company Material Adverse Effect. During the past three years there has not been any labor strike, slow-down, work stoppage or arbitration involving the Company or any of its Subsidiaries, and no such labor strike, slow-down, work stoppage or arbitration is now pending or, to the Company’s knowledge, threatened against the Company of any of its Subsidiaries. There are no claims for indemnification or expense reimbursement by or in respect of any current or former officer, director or agent of the Company or any of its Subsidiaries nor, to the knowledge of the Company, is there any basis for such a claim. (b) Schedule 3.20(b) sets forth each Company Employee Plan. Neither the Company nor any of its subsidiaries Subsidiaries has any employment contractsstated plan, intention or commitment to establish any new Company Employee AgreementsPlan, to modify any Company Employee Plan (except to the extent required by Law or to conform any such Company Employee Plan to the requirements of any Applicable Law, in each case as previously disclosed to Parent in writing), or consulting agreements currently to enter into or terminate any Company Employee Plan. (c) The Company has delivered or made available to Parent (i) correct and complete copies of each Company Employee Plan, including all amendments thereto, (ii) the three (3) most recent annual reports (Series 5500 and all schedules thereto), if any, required under ERISA or the Code in effect that connection with each Company Employee Plan or related trust and (iii) if any Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets. (d) The Company and each of its Subsidiaries has performed in all material respects all obligations required to be performed by it under each Company Employee Plan and each Company Employee Plan has been established, maintained and operated in accordance with its terms and in compliance with all Applicable Law, including ERISA and the Code. Each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter or opinion letter from the IRS with respect to such Company Employee Plan as to its qualified status under the Code, and nothing has occurred since the date of the last such determination as to each Company Employee Plan which has resulted or is likely to result in the revocation of such determination or which requires or could require action under the compliance resolution programs of the IRS to preserve such qualification. There are not terminable at will no actions, suits or claims pending, or, to the knowledge of the Company, threatened or anticipated (other than agreements routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the sole purpose assets of providing for any Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the confidentiality Effective Time in accordance with its terms, without liability to the Company, any of proprietary information its Subsidiaries, Parent or assignment any of inventionsits ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination event). There are no audits, inquiries investigations or proceedings pending or, to the knowledge of the Company, threatened by the IRS, DOL or other Governmental Entity with respect to any Company Employee Plan. All annual reports and other filings required by the DOL or the IRS to be made with respect to each Company Employee Plan have been timely made. (e) None of the Company, any of its Subsidiaries or any ERISA Affiliate now, or has ever, maintained, established, sponsored, participated in, or contributed to, any plan that is subject to Title IV of ERISA or Section 412 of the Code. None of the Company, any of its Subsidiaries or any ERISA Affiliate has incurred, nor do they reasonably expect to incur, any liability with respect to any transaction described in Section 4069 of ERISA. No Company Employee Plan is a multiple employer plan as defined in Section 210 of ERISA. (f) At no time has the Company, any of its Subsidiaries or any ERISA Affiliate contributed to or been requested to contribute to any “multiemployer plan,” as defined in Section 3(37) of ERISA. (g) No Company Employee Plan provides, or has any liability to provide, life insurance, medical or other employee welfare benefits to any Employee upon his or her retirement or termination of employment for any reason, except as may be required by Law. (h) The execution and delivery by the Company of this Agreement and any Transaction Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under, any Company Employee Plan, trust or loan that could reasonably be expected to result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (i) The Company does not have and has not in the past seven years had any Client that (i) is an employee benefit plan, as defined in Section 3(3) of ERISA, or retirement account or other plan that is or elects to be subject to Title I of ERISA or is or elects to be subject to Section 4975 of the Code; (ii) is a Person the assets of which are treated as including the assets of any plan described in clause (i) by application of Section 3(42) of ERISA and/or 29 C.F.R. § 2510.3-101; (iii) is a plan or entity that is subject to any federal, state or local law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (a “Similar Law”); or (iv) a Person acting on behalf of such a plan (each such Client, plan, entity, or other person described in clauses (i) - (iv) is referred to as an “ERISA Client”). (j) The Company has complied with the applicable requirements of ERISA, the Code and Similar Laws with respect to each ERISA Client. Neither the Company or any Subsidiary of the Company nor any of their respective employees nor any Person acting on its subsidiaries will have behalf, with respect to an ERISA Client, has (i) breached any material applicable fiduciary duty under Part 4 of Title I of ERISA which could subject it or them to liability under Sections 405 or 409 of ERISA, (ii) engaged in any “prohibited transaction” within the meaning of Section 4975 of the Code or ERISA for which no exemption exists under Section 4975 of the Code and ERISA, (iii) incurred (and there is no pending or threatened proceeding which could result in the incurrence or imposition of) any penalty, excise tax, fee, disqualification or other similar result arising in connection with or with respect to any Employee ERISA Client or former client that would qualify as an ERISA Client if it were a current client, (iv) filed or been asked to assist in a filing under the “Voluntary Fiduciary Correction Program of the Department of Labor” described in 71 Fed. Reg. 20,261 (April 19, 2006) or any predecessor to that program, or (v) knowingly violated, been found by a court of competent jurisdiction to have violated, or been accused by any state or federal agency of violating any fiduciary obligation to an ERISA Client. (k) No basis exists such that the Company, any of its Subsidiaries or any of their respective employees could reasonably be expected to become subject to disqualification from holding “certain positions” pursuant to Section 411 of ERISA or any similar provision of other Law, or subject to disqualification as a “qualified professional asset manager” within the meaning of DOL prohibited transaction class exemption 84-14 by reason of Section I(e) or Section I(g) of said exemption, and the consummation of the transactions contemplated by this Agreement will not cause Parent or any of its Affiliates to become subject to any organization such disqualification. (l) No employee of the Company or any other entity of its Subsidiaries is receiving benefits pursuant to workers’ compensation legislation or is on leave of absence, including any leave of absence by reason of disability or pursuant to the Family and Medical Leave Act of 1993 or the Uniformed Services Employment and Reemployment Rights Act of 1994. No present or former employee or consultant of the Company or of any Subsidiaries of the Company, and no present or former spouse or child of any such individual, is receiving benefits under any Company Employee Plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or is entitled to elect COBRA coverage under any Company Employee Plan as a result of an event occurring prior to the termination date of this Agreement. (m) Each International Plan has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations (including any special provisions relating to qualified plans where such International Plan was intended so to qualify) and has been maintained in good standing with applicable regulatory authorities. There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its Subsidiaries relating to, or change in employee leasing arrangementparticipation or coverage under, any International Plan that would increase materially the expense of maintaining such International Plan above the level of expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. According to the actuarial assumptions and valuations most recently used for the purpose of funding each International Plan (or, if the same has no such assumptions and valuations or is unfunded, according to actuarial assumptions and valuations in use by the Pension Benefit Guaranty Corporation on the date hereof), the total amount or value of the funds available under such Plan to pay benefits accrued thereunder or segregated in respect of such accrued benefits, together with any reserve or accrual with respect thereto, exceeded the present value of all benefits (actual or contingent) accrued as of such date of all participants and past participants therein in respect of which the Company or any of its Subsidiaries has or would have after the Effective Time any obligation.

Employment Matters. Each (a) Neither the Company nor any Company Subsidiary is a party to or otherwise bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is any such contract or agreement presently being negotiated, nor, to the Knowledge of the Company, are there any threatened or pending union organizing activities or representation campaigns respecting any of the employees of the Company or any of the Company Subsidiaries. As of the date of this Agreement, there is no pending or, to the Knowledge of the Company, threatened, labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Company or any of the Company Subsidiaries. During the 180-day period preceding the Closing Date, there will have been no “mass layoff” or “plant closing” as defined by the Worker Adjustment and its subsidiaries: Retraining Notification Act or any similar state, local law or provincial law. (ib) is The Company and the Company Subsidiaries are in compliance in all material respects with all applicable Legal Requirements Laws respecting employment, employment practicesincluding pay equity, immigration, terms and conditions of employment and wages and hourshours of work and occupational health and safety, in each case, with respect and to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any Knowledge of the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, there are no pendingoutstanding claims, threatened charges, complaints, investigations or reasonably anticipated claims orders under any such Laws; (c) There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or actions against other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Company Subsidiary has been reassessed in any material respect under such legislation during the past three (3) years and, to the Knowledge of the Company, no audit of the Company or any of its subsidiaries under Company Subsidiary is currently being performed pursuant to any workers compensation policy applicable workplace safety and insurance legislation. There are no claims or long-term disability policy. To potential claims that may materially adversely affect the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries or disclosure to the Company or any Subsidiaries’ accident cost experience in respect of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. business. (d) Neither the Company nor any Company Subsidiary has or reasonably anticipates any direct or indirect liability that would be material to the Company and the Company Subsidiaries taken as a whole with respect to any misclassification of its subsidiaries has any employment contracts, Employee Agreementsperson as an independent contractor rather than as an employee, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability with respect to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementleased from another employer.

Employment Matters. Each of the The Company and each of its subsidiaries: (i) Subsidiaries is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules, orders and regulations respecting employment, employment practices, immigration, terms and conditions of employment employment, employee safety and health and wages and hours, and in each case, with respect to Employees; employees: (iii) has have withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; , (iiiii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is are not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is are not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, national insurance, social security or other benefits or obligations for Employees employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no actions, suits, claims or administrative matters pending or to the Knowledge of the Company’s knowledge, there threatened against the Company, any of its Subsidiaries or any of their respective Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pendingpending or to the Knowledge of the Company, threatened or reasonably anticipated claims or actions against the Company, any of its Subsidiaries or any trustee of the Company or any of its subsidiaries Subsidiaries under any workers worker’s compensation policy or long-term disability policy. To The services provided by each of the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by and its Subsidiaries’ Employees are terminable at the will of the Company or any of and its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, Subsidiaries and any Employee, on the other hand, that such termination would be reasonably likely to result in any material no liability to the Company or any of its subsidiariesSubsidiaries, except as required by applicable Law. Neither Section 3.26(k) of the Disclosure Schedule lists all material liabilities of the Company and its Subsidiaries to any Employee, that result from the termination by the Company, any of its Subsidiaries, Parent or Merger Sub of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. To the Knowledge of the Company, neither the Company nor any ERISA Affiliate has direct liability with respect to any misclassification of its subsidiaries has any employment contracts, Employee Agreementsperson as an independent contractor rather than as an employee, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability with respect to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementleased from another employer.

Employment Matters. Each of the Company and its subsidiaries: (i) is Subsidiaries, and, to the Knowledge of the Company, any Employer of Record engaged by the Company or its Subsidiaries, is, and at all times in the last four years has been, in material compliance in all material respects with all applicable Legal Requirements respecting employmentLaws with respect to the employment or engagement of current or former Company Service Providers, including: employment practices, immigration, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants and employees as exempt or non-exempt), government contracting, child labor, affirmative action, prohibited discrimination, harassment, and retaliation, equal employment opportunity, labor or employee relations, fair employment practices, disability rights or benefits, workers compensation, unemployment compensation and insurance, health insurance continuation, privacy, statutory leaves of absence, meal and rest periods, vacation, sick and other paid time off, immigration, employee safety and health, wages and hourshours (including minimum and overtime wages), in each casecompensation and hours of work, right to information and consultation, pay equity. Each of the Company and its Subsidiaries, and, to the Knowledge of the Company, any Employer of Record engaged by the Company or its Subsidiaries, with respect to Employees; current or former Company Service Providers: (iii) has withheld and/or reported all amounts required by law Law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; current or former Company Service Providers, (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees current or former Company Service Providers (other than routine payments to be made in the normal course of business and consistent with past practice). To Each of the Company and its Subsidiaries, and, to the Knowledge of the Company’s knowledge, any Employer of Record engaged by the Company or its Subsidiaries, has paid in full to all current and former Company Service Providers all wages, salaries, fees, commissions, bonuses, benefits, and other compensation that are due and owing to such Persons. Except as set forth in Section 3.20(j) of the Disclosure Schedule, there are no Legal Proceedings, administrative matters, disputes, complaints, grievances, claims, or investigations pending, or to the Knowledge of the Company, threatened or reasonably anticipated against the Company, the Company’s Subsidiaries, any Employer of Record engaged by the Company or its Subsidiaries or any of the Company Service Providers relating to the employment or engagement of any Company Service Provider, including any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, compensation, misclassification of workers, wages and hours, or any other employment related matter arising under applicable Law. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated claims or actions against the Company or any of its subsidiaries under any workers compensation policy or long-term disability policy. To Company, the Company’s knowledgeSubsidiaries, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment Employer of Record Engaged by the Company or any of its subsidiaries or disclosure to the Company Subsidiaries or any of its subsidiaries their trustees under any worker’s compensation policy or use of trade secrets long term disability policy relating to the employment or proprietary information engagement of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiariesService Provider. Neither the Company nor any of its subsidiaries Subsidiaries is a party to a conciliation agreement, consent decree or other agreement or Order with any federal, state, provincial or local agency or governmental authority with respect to employment practices. The services provided by each Company Service Provider are terminable at the will of the Company or its applicable Subsidiary and neither the Company nor any of its Subsidiaries has any employment contractsobligation to provide any severance pay, Employee Agreementstermination payment, or consulting agreements particular form or period of notice prior to terminating the employment or engagement of any Company Service Provider. Neither the Company nor its Subsidiaries have incurred, or is reasonably likely to incur, any Liability with respect to any misclassification of: (1) any Person as an independent contractor rather than as an employee under applicable federal, state, or provincial law, (2) any employee leased from another employer, or (3) any employee currently or formerly classified as exempt from overtime wages under applicable federal and state law. No former Company Service Provider (or spouse or other dependent of any former Company Service Provider ) is receiving, scheduled to receive, owed, entitled to, or eligible for any benefits (whether from the Company, any Subsidiary or otherwise) relating to such former Company Service Provider’s service with the Company or any of its Subsidiaries. The Company is in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information material compliance with all applicable Law related to COVID-19, including business openings or assignment of inventions)closures, screening, testing, response, rehire notices or obligations, and employee privacy. Neither the Company nor any of its subsidiaries will Subsidiaries, have incurred any Liability for breach of employment contracts or consulting contracts. Neither the Company nor any of its Subsidiaries have any material liability to any Employee current Liability for accrued and vested but unpaid severance, pay in lieu of notice, provident fund contributions, gratuity payments or to any organization or any other entity as a result of payment arising from the termination of the service of any employee leasing arrangementformer worker.

Employment Matters. Each of the The Company and each of its subsidiaries: (i) Subsidiaries is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local Laws respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health and wages and hourshours (including overtime wages), compensation and hours or work, and in each case, with respect to Employees; : (iii) has have withheld and reported and remitted all amounts required by law Law or by agreement to be withheld from the and reported and remitted with respect to wages, salaries and other payments to Employees; , (iiiii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is are not liable for any any: arrears of wages wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing; , and (viii) is are not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no actions, suits, claims or administrative matters pending or to the Knowledge of the Company’s knowledge, there threatened or reasonably anticipated against the Company or any of its Subsidiaries or any of their respective Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pendingpending or to the Knowledge of the Company, threatened or reasonably anticipated claims or actions against the Company or Company, any of its subsidiaries Subsidiaries or any Company trustee under any workers worker’s compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by Neither the Company or nor any of its subsidiaries Subsidiaries is party to a conciliation agreement, consent decree or disclosure other agreement or order with any federal, state, or local agency or governmental authority with respect to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiariesemployment practices. Neither the Company nor any of its subsidiaries Subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability with respect to any Employee or to misclassification of: (a) any organization or any other entity Person as a result of the termination of an independent contractor rather than as an Employee, (b) any employee leasing arrangementleased from another employer, or (c) any Employee currently or formerly classified as exempt from overtime wages.

Employment Matters. Each of the The Company and its subsidiaries: (i) is each Company Subsidiary ------------------ are in compliance in all material respects with all currently applicable Legal Requirements laws and regulations respecting employment, employment practices, immigrationdiscrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and, to its knowledge, is not engaged in any unfair labor practice. The Company and wages and hours, in each case, with respect to Employees; (ii) has Company Subsidiary have withheld all amounts required by law or by agreement to be withheld from the wages, salaries salaries, and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal employees, and applicable state tax laws and laws applicable to employee benefits; (iv) neither the Company nor any Company Subsidiary is not liable for any arrears of wages or any taxes Taxes or any penalty for failure to comply with any of the foregoing; and (v) . Neither the Company nor any Company Subsidiary is not liable for any material payment to any trust or other fund or to any Governmental Entity governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s 's knowledge, there are is no pending, threatened or reasonably anticipated claims or actions pending claim against the Company or any of its subsidiaries Company Subsidiary under any workers compensation plan or policy or for long-term disability policydisability. There is no controversy pending or, to the knowledge of the Company and the Company Subsidiaries, threatened, between the Company or any Company Subsidiary, on the one hand, and any of their respective employees, on the other hand, which controversies have resulted, or could reasonably be expected to result, in an action, suit, proceeding, claim, arbitration or investigation before any agency, court or tribunal, foreign or domestic. Neither the Company nor any Company Subsidiary is a party to any collective bargaining agreement or other labor union contract, and neither the Company nor any Company Subsidiary knows of any activities or proceedings of any labor union in connection with an attempt to organize any such employees. To the Company’s 's or any Company Subsidiary's knowledge, no Employee has violated employees of the Company or any Company Subsidiary are in violation of any term of any employment contract, nondisclosure agreement patent disclosure agreement, noncompetition agreement, or noncompetition agreement any restrictive covenant to a former employer relating to the right of any such employee to be employed by which such Employee is bound due the Company or Company Subsidiary because of the nature of the business conducted or presently proposed to such Employee’s employment be conducted by the Company or any of its subsidiaries Company Subsidiary or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entityothers. All Employees are legally permitted to be employed by No employee of the Company or any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would be reasonably likely to result in any material liability Subsidiary has given notice to the Company or any of its subsidiaries. Neither Company Subsidiary, and neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor Subsidiaries is otherwise aware, that any of its subsidiaries will have any material liability such employee intends to any Employee terminate his or to any organization her employment with the Company or any other entity as a result of the termination of any employee leasing arrangementCompany Subsidiary.

Employment Matters. Each (a) Immediately prior to the Closing Date, the Company shall terminate the employment of all of the Transferred Employees and all employment agreements and other arrangements between the Company and the Transferred Employees. The Company shall give all notices and other information required to be given by the Company to the employees of the Company, any collective bargaining unit representing any group of employees of the Company, and any applicable Governmental Entity under the Worker Adjustment and Retraining Notification Act, the National Labor Relations Act, as amended, the Code, Consolidated Omnibus Budget Reconciliation Act and all other applicable Laws in connection with the Acquisition or other applicable Contracts. The Company shall be responsible for all costs and expenses related to the Company’s termination of the Transferred Employees, whether occurring prior to, on or after the Closing, except to the extent constituting Assumed Liabilities. The Company shall cooperate with and use its commercially reasonable efforts to assist the Purchaser in its efforts to secure Offer Letters satisfactory to the Purchaser with the Transferred Employees. The Company shall not enforce against any Transferred Employee any confidentiality, non-compete, non-solicit or similar contractual obligations, or otherwise assert with respect to any such Transferred Employee or the Purchaser or any of its Affiliates claims that would otherwise prohibit or place conditions on any such Transferred Employee’s acceptance of an offer of employment by the Purchaser or any of its Affiliates, any such Transferred Employee’s employment by the Purchaser or any of its Affiliates, or any actions taken by any such Transferred Employee as an employee of the Purchaser or any of its Affiliates. (b) The Company shall pay, and the Purchaser shall have no liability for, all payments, compensation and benefits that is or becomes due to the following except to the extent constituting Assumed Liabilities (i) the Transferred Employees in relation to their employment with the Company prior to the Closing, and (ii) all other employees, consultants, independent contractors and other service providers of the Company, whether earned or accrued prior to, on or after the Closing, in each case by the date required under applicable Law. (c) Other than with respect to the Assumed Benefit Plans, none of the Purchaser or any of its Affiliates will contribute to any Benefit Plan or other compensation or benefit plan or agreement of the Company. Other than with respect to the Assumed Benefit Plans, none of the Purchaser or any of its Affiliates will assume sponsorship of, nor will they adopt as a participating company in, any Benefit Plan or other compensation or benefit plan or agreement of the Company and its subsidiaries: or any part thereof. (d) No provision of this Agreement shall (i) is create any third party beneficiary rights in compliance in all material respects any Transferred Employee, any beneficiary or dependents thereof, or any collective bargaining representative thereof, with all applicable Legal Requirements respecting employment, employment practices, immigrationrespect to the compensation, terms and conditions of employment and wages and hoursbenefits that may be provided to any Transferred Employee by the Purchaser or under any benefit plan which the Purchaser may maintain, or otherwise, or (ii) be construed as in each caseany way modifying or amending the provisions of any Benefit Plan, other than with respect to Employees; (ii) has withheld all amounts required the assumption by law or and transfer to the Purchaser of Assumed Benefit Plans as contemplated by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for this Agreement. Nothing contained in this Agreement shall confer upon any arrears of wages or Transferred Employee any taxes or any penalty for failure to comply with any of the foregoing; and (v) is not liable for any material payment to any trust or other fund or to any Governmental Entity right with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in continuance of employment by the normal course of business and consistent with past practice). To the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions against the Company Purchaser or any of its subsidiaries under any workers compensation policy or long-term disability policy. To Affiliates, nor shall anything herein interfere with the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by right of the Company Purchaser or any of its subsidiaries Affiliates to terminate the employment of any of the Transferred Employees at any time, with or disclosure to without cause, or restrict the Company Purchaser or any of its subsidiaries or use Affiliates in the exercise of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or its independent business judgment in modifying any of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, terms and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result conditions of the termination employment of any employee leasing arrangement.the Transferred Employees following the Closing. ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2

Employment Matters. Each (a) There are no claims pending against the Company or any of its Subsidiaries under any workers’ compensation plan or policy, for unemployment compensation benefits or for long term disability. There have been no claims (settled or unsettled) for injury or occupational health hazard against the Company or any of its Subsidiaries by any employee or subcontractor. (b) No Liability has been incurred by the Company or any of its Subsidiaries for breach of employment Contracts or consulting Contracts to which the Company or any of its Subsidiaries is a party nor has any liability been incurred under Law or otherwise for severance, unemployment compensation, golden parachute, bonus or otherwise accruing from the termination of any employment Contracts and consulting Contracts. (c) ‎Section 2.11(c) of the Disclosure Schedule sets forth a true, correct and complete and accurate list of all severance Contracts, employment Contracts, independent contractor Contracts, staffing Contracts and consulting Contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, copies of which have been Made Available to Parent. Neither the Company nor any of its Subsidiaries is presently, nor has it been in the past, a party to or bound by any collective bargaining agreement or other labor union contract, no labor union contract or collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has any duty to bargain with any labor organization. To the Knowledge of the Company there have never been any activities or proceedings of any labor union to organize employees of the Company or any of its Subsidiaries. There is no labor dispute, strike, slowdown, concerted refusal to work overtime or work stoppage against the Company or any of its Subsidiaries pending now, that has occurred in the past, or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has or is engaged in any unfair labor practice. (d) ‎Section 2.11(d) of the Disclosure Schedule is a true, correct and complete list of all officers, directors, employees (regular, temporary, part-time or otherwise), consultants and independent contractors of the Company or any of its Subsidiaries (“Workers” or “Worker”), showing each such person’s name, position, date of commencement of employment, engagement or appointment to office, rates of compensation, status as exempt or non-exempt (to the extent applicable under Law), status as employee or contract worker, whether employee is presently on a leave of absence (including the basis for such leave and the anticipated return to work date), target bonuses and fringe benefits for the current fiscal year and the most recently completed fiscal year (including any accrued, but unused vacation), and severance or termination payment obligations payable in excess of that required by applicable Law. (e) No Key Employee of the Company or any of its Subsidiaries has given notice to the Company or any of its Subsidiaries of such employee’s termination of employment with the Company or such Subsidiary. To the Knowledge of the Company, no such Key Employee intends to terminate his or her employment with the Company or any of its Subsidiaries. The employment of each of the employees of the Company and each of its Subsidiaries is “at-will,” and neither the Company nor any of its Subsidiaries has any obligation to provide any particular form or period of notice before terminating the employment of any of their respective employees, except as may be required under Law. (f) The Company and its Subsidiaries have provided to Parent in ‎Section 2.11(f) of the Disclosure Schedule true, correct and complete copies of each of the following: all forms of offer letters; all forms of employment agreements and severance agreements; all forms of services agreements and agreements with current and former consultants and/or advisory board members; all forms of confidentiality, non-competition or inventions agreements between current and former employees/consultants and the Company (and a true, correct and complete list of employees, consultants and/or others not subject thereto); the most current management organization chart(s); and all agreements and/or insurance policies providing for the indemnification of any officers or directors of the Company. There are no written personnel manuals or handbooks, nor are there any policies, rules or procedures, currently in effect applicable to any employee of the Company or any of its Subsidiaries, other than those set forth in ‎Section 2.11(f) of the Disclosure Schedule, true and complete copies of which have been Made Available to Parent. There are no oral or implied contracts between the Company or its Subsidiaries and any current or former employee of the Company, or any unwritten policies, practices or customs, that could reasonably be expected to entitle any current or former employee to benefits in addition to what such employee is entitled by applicable legal requirements or under the terms of the written employment agreement of such employee. (g) Neither the Company nor any of its Subsidiaries has any accrued unpaid liabilities relating to its employees, directors or officers other than for (1) salaries and fringe benefits since the last payroll period, (2) accrued but unused vacation and related payments, and (3) accrued but unpaid bonuses. Neither the Company nor any of its Subsidiaries has engaged any consultants, independent contractors, subcontractors or freelancers who would be entitled under law to the rights of an employee of the Company or any of its Subsidiaries, including rights to severance pay, vacation, sick pay and other employee-related statutory benefits. (h) There are no claims, disputes, grievances, or controversies pending or, to the Knowledge of the Company, threatened or reasonably anticipated involving any Worker, group of Workers, or individual. There are no charges, investigations, administrative proceedings or formal complaints of discrimination (including but not limited to discrimination based upon sex, age, marital status, race, religion, national origin, sexual orientation, disability or veteran status) pending or, to the Knowledge of the Company, threatened before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company pertaining to any Worker. Neither the Company nor its Subsidiaries is a party to a conciliation agreement, consent decree or other agreement or order with any federal, state or local agency of Governmental Authority with respect to employment practices. (i) Company and its Subsidiaries are in compliance with the Immigration Reform and Control Act. Section 2.11(i) of the Disclosure Schedule lists all employees of the Company and its subsidiaries: Subsidiaries in the United States who are not citizens or permanent residents of the United States, and indicates immigration status and the date work authorization is scheduled to expire. All other persons employed by the Company in the United States are citizens or permanent residents. Each Worker who is not a United States citizen is in compliance with all applicable visa and work permit requirements. No visa or work permit held by a Worker will expire during the six month period after the date hereof. (ij) The Company and each of its Subsidiaries is and has been at all times in compliance with all applicable U.S. federal, state and local Laws, rules and regulations, and is and has been at all times in compliance in all material respects with all applicable Legal Requirements foreign Laws, respecting employment, employment practices, immigration, terms and conditions of employment, worker classification (including classification as exempt or nonexempt and classification as an employee or contractor), tax withholding, prohibited discrimination, equal employment, fair employment practices, disability accommodation, leave administration, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hourshours of work, and in each case, with respect to Employees; Workers: (iii) has withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries salaries, and other payments to Employees; Workers, (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (ivii) is not liable for any arrears of wages wages, severance pay or any taxes Taxes or any penalty for or failure to comply with any of the foregoing; , and (viii) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees Workers (other than routine payments to be made in the normal course of business and consistent with past practice). Neither the Company nor any of its Subsidiaries has any liability with respect to any misclassification of: (a) any person as an independent contractor rather than as an employee, (b) any Worker leased from another employer, or (c) any Worker currently or formerly classified as exempt from overtime wages. No claims have been made for discrimination, sexual or other harassment, or retaliation nor, to the Knowledge of the Company, are any such claims threatened or pending nor is there any reasonable Basis for such a claim. There are no other current, pending, or, to the Knowledge of the Company, threatened claims related in any manner to the employment Laws, policies and practices described in this Section 2.11(j), nor, to the Knowledge of the Company, is there any reasonable Basis for any such claims. (k) To the Company’s knowledge, there are no pending, threatened or reasonably anticipated claims or actions against extent the Company or any of its subsidiaries under Subsidiaries utilizes temporary or staffing agencies, or any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement other arrangement by which such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries Subsidiaries could be considered a “joint employer” of employees, contractors, consultants, or disclosure other Persons not directly employed by the Company or its Subsidiaries, there are no claims, disputes, grievances, or controversies pending or, to the Knowledge of the Company, threatened involving any such Person. To the Company’s Knowledge, all such Persons have been employed in compliance with all applicable federal, state, local and foreign Laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification (including, but not limited to, classification as exempt or nonexempt and classification as an employee or contractor), tax withholding, prohibited discrimination, equal employment, fair employment practices, disability accommodation, leave administration, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work. (l) The Company and each of its Subsidiaries is in compliance with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority. Neither the Company nor any of its Subsidiaries has at any time taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or similar state or local law, issued any notification of a plant closing or mass layoff required by the WARN Act, or similar state or local law, or incurred any liability or obligation under WARN Act or any similar state or local law that remains unsatisfied. . (m) The Company and each of its Subsidiaries is in compliance with all Laws governing background checks, credit checks, consumer reports, investigative consumer reports, and all other background screening practices, including making all appropriate disclosures, obtaining valid consents, limiting the sources of information requested, and only requesting such information as permitted by applicable Law. (n) To the Company’s Knowledge, no Worker is in violation of any term of any employment contract, non-disclosure, confidentiality agreement, or consulting agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its subsidiaries Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by others. (o) Any Worker who has performed services for the Company or its Subsidiaries while classified as independent contractors (or any status other than an employee of its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any its Subsidiaries) has satisfied the requirements of its subsidiaries, on the one handLaw to be so classified, and any Employee, on the other hand, that would be reasonably likely to result in any material liability to the Company and its Subsidiaries have fully and accurately reported their compensation on IRS Forms 1099 or any other applicable Tax forms for independent contractors when required to do so. All such independent contractors have entered into appropriate confidentiality and invention assignment agreements in favor of Company and its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementSubsidiaries.

Employment Matters. Each of the The Company and each of its subsidiariesSubsidiaries: (i) is in compliance in all material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment employment, termination of employment, employee safety and wages and hours, and in each case, with respect to Employees; (ii) has withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing; and (viv) is not liable for any material payment to any trust or other fund governed by or to maintained by or on behalf of any Governmental Entity governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To There are no actions, suits, claims or administrative matters pending, or to the Company’s knowledgeKnowledge, there threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pendingpending or to the Company’s Knowledge, threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy. To the Company’s Knowledge, no employee of the Company or any of its subsidiaries under any workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee Subsidiaries has violated any employment contract, nondisclosure agreement agreement, non-competition or noncompetition non-solicitation agreement by which such Employee employee is bound due to such Employee’s employment employee being employed by the Company or any of its subsidiaries or disclosure and disclosing to the Company or any of its subsidiaries or use of trade secrets or proprietary information using Trade Secrets of any other person or entity. All The services provided by each of the Company’s, each Subsidiary’s and their Affiliates’ Employees are legally permitted to be employed by is terminable at the will of the Company or any of and its subsidiaries in the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, Affiliates and any Employee, on the other hand, that such termination would be reasonably likely to result in any material no liability to the Company or any Affiliate, except as may be provided by statute or as set forth on Section 2.22(k) of its subsidiaries. Neither the Company nor any of its subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability to any Employee or to any organization or any other entity as a result of the termination of any employee leasing arrangementDisclosure Schedule.