Common use of Employment Matters Clause in Contracts

Employment Matters. (a) The Company has provided to the Parent a list of all Company Associates who are employed or retained by the Company as of the date of this Agreement, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at will. (b) To the Knowledge of the Company no executive officer or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of termination of employment or expressed his or her intention to terminate employment with any Company Entity. (c) To the Knowledge of the Company no Person has claimed that any employee of any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employees. (d) No Company Entity has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entity. (e) To the Knowledge of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policies. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) Employees of the Company and its Subsidiaries are not and have never been represented by any labor union nor are any collective bargaining agreements otherwise in effect with respect to such employees. No labor organization or group of employees of the Company or any Subsidiary has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Company’s Knowledge, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. There are no organizing activities, strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Company’s Knowledge, threatened against or involving the Company or any Subsidiary. 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 noncompetition agreement, or any other contract or agreement or any restrictive covenant in favor of a third party, and the continued employment of each such executive officer does not subject the Company or any Subsidiary to any material liability with respect to any of the foregoing matters. The Company has provided and each Subsidiary is in compliance in all material respects with all U.S. federal, state, local and foreign Laws and regulations relating to the Parent a list employment and fair employment practices, immigration, terms and conditions of all Company Associates who are employed or retained by employment, compensation, benefits, employment discrimination and harassment, workers compensation, occupational safety and health, and wages and hours. Neither the Company as nor any Subsidiary is a party to or otherwise bound by any consent decree with or citation by any Governmental Authority relating to employees or employment practices. As of the date of this Agreement, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home or non-company office). The employment of Company Associate is terminable by no material employee has given notice to the Company Entities at will. (b) To the Knowledge or any of the Company no executive officer or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice its Subsidiaries of termination of employment or expressed his or her intention intent to terminate his or her employment or service relationship with any Company Entity. (c) To the Knowledge of the Company no Person has claimed that any employee of any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employeesSubsidiaries. (d) No Company Entity has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entity. (e) To the Knowledge of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policies. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Since their respective dates of formation, neither the Company nor any of its Subsidiaries, including SpinCo, is or has provided been a party to any agreement with any trade union, works council, employee representative body or labor organization (covered by the National Labor Relations Act) that represents (or that otherwise governs or relates to the Parent a list employment of) any employees of all Company Associates who are employed or retained by the Company as or its Subsidiaries, including SpinCo. To the Knowledge of the date of this AgreementSpinCo Group, and correctly reflects: (i) their dates no petition for recognition of employment; a labor organization or other body for the representation of the employees of the Company and its Subsidiaries is pending or threatened, and (ii) their positions; there has not during the last three (iii3) their base salaries years been any (or threat of any), and (iv) there are no pending and no Person has threatened to commence any, strike, slowdown, work stoppage, lockout, picketing, labor dispute, union organizing activity, or any similar activity or dispute, in each case affecting the location of their office (including home SpinCo Business or non-company office). The employment of Company Associate is terminable by the Company Entities at willSpinCo. (b) To There are no pending, or to the Knowledge of the Company no executive officer SpinCo Group, anticipated or key employee (threatened, unfair labor or other employment-related practice charges, complaints or other grievances or Actions by or before any Governmental Authority, arising under any applicable Law governing labor or employment, in each case in respect of which for this purpose shall mean a salaried exempt employee under SpinCo or the Fair Labor Standards Act) has provided written notice of termination of employment or expressed his or her intention to terminate employment with SpinCo Business will have any Company Entitymaterial Liability at the Effective Time. (c) To There are no Actions pending or, or to the Knowledge of the SpinCo Group, threatened involving the Company no Person has claimed that any employee of any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present Subsidiaries (excluding SpinCo) (in each case solely with respect to the SpinCo Business) or SpinCo, or any of their respective employees or former employeesemployees (with respect to their status as an employee or former employee, as applicable) including any harassment, discrimination, retaliatory act, or similar claim. (d) No Company Entity Since its formation, SpinCo has had any plant closingsno employees and all employee or consulting services necessary for the operation of the SpinCo Business have been provided by the Company or one of its Subsidiaries pursuant to the Shared Services Agreement. For the past three (3) years, mass layoffs or other terminations the Company has been in compliance in all material respects with all Laws relating to terms and conditions of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under employment, employment practices, employment discrimination and harassment, civil rights, the Worker Adjustment and Retraining Notification Act and any similar state or similar laws. No Company Entity has local plant closures and mass layoffs Laws, wages (including minimum wage and overtime), hours of work, withholdings and deductions, classification and payment of employees, independent contractors and consultants, employment equity, occupational health and safety, workers’ compensation, immigration, and workforce reduction with respect to any obligation under applicable Law employee or under independent contractor providing services to the SpinCo Business or in respect of which SpinCo will have any Contract to notify or consult with, prior to material Liability at the Effective Time, any Company Associate, Government or any other Person with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entity. (e) To Except as would not reasonably be expected to result in material Liability to the Knowledge SpinCo Business (taken as a whole), neither the Company nor any of its Subsidiaries, including SpinCo, has incurred or is liable for, and no circumstances exist under which the Company or any of its Subsidiaries would reasonably be expected to incur or be liable for with respect to any Person that provides services to SpinCo as an employee or independent contractor, any liability arising from (i) the failure to pay wages (including overtime wages), (ii) the misclassification of employees as independent contractors or (iii) the misclassification of employees as exempt from the requirements of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policiesFair Labor Standards Act or similar state Laws. (f) Each Section 5.15(f) of the SpinCo Disclosure Schedule sets forth a complete and accurate list of all current employees of the Company Associate or any of its Subsidiaries who provide services to SpinCo or the SpinCo Business, showing each employee’s name, job title or description, employer, location, and salary level (including any bonus, commission, deferred compensation or other remuneration payable, and detailing the extent of their allocation to SpinCo or the SpinCo Business). Except as set forth on Section 5.15(f) of the Company Disclosure Schedule, (A) no such employee is a United States citizen party to a written employment agreement or contract with the Company or any of its Subsidiaries and each is otherwise legally entitled employed “at will”, and (B) the Company, or one of its Subsidiaries, has paid in full to work in the United States. There all such employees all wages, salaries, commission, bonuses and other compensation due to such employees, including overtime compensation, and there are no severance payments which are or could become payable by the Company, or the Subsidiary, to any such employees under the terms of any written or oral agreement, or commitment or any Law, custom, trade or practice. Each such employee has entered into the Company’s or one of its Subsidiary’s standard form of employee non-disclosure, inventions and restrictive covenants agreement with the Company Associates that work or such Subsidiary, a copy of which has been provided to the Parent by the Company. The Company has provided to Parent and Merger Sub true and complete copies of each employment agreement with such employee. (g) Section 5.15(g) of the SpinCo Disclosure Schedule contains a list of all independent contractors (including consultants) currently engaged by the Company who provide services to SpinCo or the SpinCo Business, along with the position, the entity engaging such Person, date of retention and rate of remuneration, and details of the extent of their allocation to SpinCo or the SpinCo Business for each such Person. All of such independent contractors are a party to a written agreement or contract with the Company or one of its Subsidiaries. Each such independent contractor has entered into customary covenants regarding confidentiality and assignment of inventions and copyrights in foreign countriessuch Person’s agreement with the Company or one of its Subsidiaries, a copy of which has been provided to the Parent by the Company. For the purposes of applicable Law, including the Internal Revenue Code of 1986, as amended, all independent contractors who are currently, or within the last three (3) years have been, engaged by the Company or one of its Subsidiaries are bona fide independent contractors and not employees of the Company or such Subsidiary. Except as set forth on Section 5.15(g) of the SpinCo Disclosure Schedule, each independent contractor is terminable on fewer than thirty (30) days’ notice, without any obligation of the Company or SpinCo to pay severance or a termination fee. The Company has provided to Parent and Merger Sub true and complete copies of each service or other agreement with such independent contractor.

Employment Matters. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and each Company Subsidiary are in compliance in all respects with all currently applicable Laws respecting employment, discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. The Company has provided and each Company Subsidiary have withheld all amounts required by Law or by agreement to be withheld from the Parent a list of all Company Associates who are employed or retained by wages, salaries, and other payments to employees, and neither the Company as nor any Company Subsidiary is liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the date foregoing. Neither the Company nor any Company Subsidiary is liable for any payment to any trust or other fund or to any 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 ordinary course of this Agreementbusiness and consistent with past practice). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there are no pending claims against the Company or any Company Subsidiary under any workers compensation plan or policy or for long-term disability. Neither the Company nor any Company Subsidiary is a party to any collective bargaining agreement or other labor union contract, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home or non-company office). The employment of Company Associate is terminable by neither the Company Entities at will. (b) 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 Knowledge Company's or any Company Subsidiary's knowledge, no employees of the Company no executive officer or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of termination of employment or expressed his or her intention to terminate employment with any Company Entity. (c) To the Knowledge of the Company no Person has claimed that any employee of any Company Entity or their Affiliates: (i) is Subsidiary are in violation of any term of any employment Contractcontract, patent disclosure agreement, noncompetition agreement non-competition agreement, or any restrictive covenant with to a former employer relating to the right of any such Person; (ii) has disclosed employee to be employed by the Company or utilized Company Subsidiary because of the nature of the business conducted or presently proposed to be conducted by the Company or any Trade Secret Company Subsidiary or to the use of trade secrets or proprietary information of others. Except as would not, individually or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any aggregate, reasonably be expected to have a Company Material Adverse Effect, no employee of its present the Company or former employees. (d) No Company Entity has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity Subsidiary has any obligation under applicable Law or under any Contract to notify or consult with, prior given written notice to the Effective Time, Company or any Company Associate, Government Subsidiary of an intention to terminate his or her employment with the Company or any other Person with respect Company Subsidiary. Except for the Employee Agreements listed pursuant to Section 4.18(b), neither the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current nor any Company Associates. No Company Entity Subsidiary is a party to any Contract or arrangement that severance agreements with obligations in any manner restricts any Company Entity from relocatingexcess of $100,000, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entityindividually. (eb) All officers and employees of the Company and each Company Subsidiary have signed proprietary rights and confidentiality agreements in substantially the form listed on Section 4.16(b) of the Company Disclosure Letter. To the Knowledge extent reasonably required by the nature of their services to the Company and each Company Subsidiary, all consultants of the Company, no Government has notified the Company of its intent to conduct an audit of any and each Company Entity’s affirmative action policies, wage hour pay and/or record retention policiesSubsidiary have signed proprietary rights and confidentiality agreements. (fc) Each Since the Company's inception, neither the Company Associate is nor any Company Subsidiary has effected (i) a United States citizen or is otherwise legally entitled to work plant closing as defined in the United StatesWARN Act affecting any site of employment or facility or one or more operating units within any site of employment or facility of the Company or any Company Subsidiary or (ii) a mass layoff as defined in the WARN Act affecting any site of employment or facility of the Company or any Company Subsidiary. There are no Neither the Company Associates that work nor any Company Subsidiary is currently engaged in foreign countriesany layoffs or employment terminations sufficient in number to trigger application of any similar state or local law.

Employment Matters. (a) The Neither the Company has provided nor any of its Subsidiaries is the subject of, nor, to the Parent a list of all Company Associates who are employed Company’s Knowledge, is there threatened, any proceeding, arbitration or retained by grievance asserting that the Company as or any of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor union or labor organization. There are no pending or, to the date of this AgreementCompany’s Knowledge, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home threatened labor strikes, walkouts, work stoppages, slow-downs or non-company office). The employment of Company Associate is terminable by lockouts involving the Company Entities at willor any of its Subsidiaries, nor have there been any such actions within the past three years. (b) The Company and its Subsidiaries are not and have never been a party to, nor are they currently negotiating in connection with entering into, any collective bargaining agreement or other labor agreement with any labor union or organization. To the Knowledge Company’s Knowledge, there are no union organizing activities or proceedings by an individual or group of individuals, including representatives of labor organization or labor unions, to organize any employees the Company no executive officer or key employee (which for this purpose shall mean a salaried exempt employee under its Subsidiaries, nor have there been any such activities within the Fair Labor Standards Act) has provided written notice of termination of employment or expressed his or her intention to terminate employment with any Company Entitypast three years. (c) To the Knowledge Each of the Company no Person has claimed that any employee of any Company Entity or their Affiliates: (i) and its Subsidiaries is in violation compliance in all material respects with all applicable Laws relating to labor and employment, including those relating to wages, hours, benefits, labor, terms and conditions of any term of any employment Contractemployment, patent disclosure agreementoccupation safety and health, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employees. (d) No Company Entity has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act of 1988 or similar lawsstate or local “mass layoff” or “plant closing” law, and the Immigration and Nationality Act 8 U.S.C. Sections 1101 et seq. No and its implementing regulations. (d) Neither the Company Entity has nor any obligation under applicable Law or under any Contract to notify or consult withof its Subsidiaries is party to, prior to the Effective Timenor is it otherwise bound by, any Company Associate, Government consent decree or settlement agreement with any other Person with respect Governmental Authority relating to the impact of the Transactions on the employees or employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entitypractices. (e) To Except as would not, and would not reasonably be expected to result in a material liability to the Company and its Subsidiaries taken as a whole, no Action is pending or, to the Knowledge of the Company, no Government has notified threatened in writing against the Company or any of its intent to conduct an audit Subsidiaries brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of any employees of the Company Entity’s affirmative action policiesor any of its Subsidiaries alleging breach of any express or implied contract of employment, wage hour pay and/or record retention policieswrongful termination of employment, misclassification as an individual consultant rather than as an employee, or any other discriminatory, wrongful or tortious conduct or any violation of applicable Law in connection with the employment relationship or obligations as an employer. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Company has provided to Section 4.17 of the Parent Disclosure Schedule contains a list of all Company Associates persons who are employed Employees, consultants, or retained by contractors of the Company Business as of the date of this Agreementhereof, and correctly reflectssets forth for each such individual the following: (i) their dates of employmentname; (ii) their positionstitle or position (including whether full or part time); (iii) their base salaries and hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the location fringe benefits provided to each such individual as of their office the date hereof. As of the date hereof and at Closing, all commissions and bonuses payable to Employees, consultants, or contractors of the Business for services performed on or prior to the date hereof or Closing have been paid in full and there are no outstanding agreements, understandings or commitments of Seller with respect to any commissions, bonuses or increases in compensation. Buyer shall have the right, in its sole discretion, to employ, retain, or contract with any of such persons. (including home a) Seller is not a party to, or non-company office)bound by, any collective bargaining or other Contract with a labor organization representing any of its Employees, and to Seller’s Knowledge, there are no labor organizations representing, purporting to represent or attempting to represent any Employee. The employment There are no wrongful discharge claims nor any other type of Company Associate is terminable claims brought by or on behalf of any past or present employees of the Company Entities at willBusiness pending or, to Seller’s Knowledge, threatened against Seller. (b) To Seller is and has been in compliance with all applicable Laws pertaining to employment and employment practices to the Knowledge extent they relate to the Employees. Seller does not and has not retained any Person who has been misclassified as an independent contractor to render services on behalf of the Company no executive officer or key employee (which for this purpose shall mean a salaried exempt employee under Business when such Person should have been properly classified as an employee. With respect to the Fair Labor Standards Act) has provided written notice of termination of employment or expressed his or her intention to terminate employment with any Company Entity. (c) To the Knowledge conduct of the Company no Person Business and the Employees, Seller has claimed that not incurred any employee of any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employees. (d) No Company Entity has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity Liability under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract of 1988, as it may be amended from time to notify or consult withtime, prior to the Effective Time, any Company Associate, Government or any other Person with respect to the impact of the Transactions on the employment foreign, state or retention of the current Company Associates local plant closing and severance laws or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entityobligations. (e) To the Knowledge of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policies. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Company has provided to the Parent a list of all Company Associates who are employed or retained by the Company as of the date of this Agreement, and correctly reflects: (i) their dates Each of employment; the Key Employees shall have executed and delivered an Offer Letter and CIIAA to Parent and such Offer Letters and CIIAAs shall remain in full force and effect. (ii) their positions; No Key Employee shall have repudiated or revoked his or her acceptance of his or her Offer Letter. (iii) their base salaries and (iv) Each Key Employee shall be available to commence employment on the location of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at will. (b) To the Knowledge of the Company no executive officer or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of termination of employment or expressed date stated in his or her Offer Letter (including, for the avoidance of doubt, under all applicable immigration and other Laws), other than in connection with any leave of absence or approved use of paid time off of which Parent is aware. No such Person shall have expressed an intention to terminate or interest (whether formally or informally) in, or taken action toward terminating his or her employment with any Company Entity. (c) To the Knowledge of the Company no Person has claimed that any employee of any Company Entity at or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employees. (d) No Company Entity has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or with Parent or any other Person with respect to of its Affiliates following the impact Effective Time; and Parent shall have received a certificate signed on behalf of the Transactions on Company by the employment or retention chief executive officer of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business he has no actual knowledge of any Company Entitysuch expression or intention. (eiv) To Founder shall have executed and delivered to Parent the Knowledge Restriction Agreement. (v) At least ninety percent (90%) of the employees of the Company who have received Offer Letters (other than the Key Employees) shall have accepted employment with Parent (or an Affiliate of Parent) or, in the case of any such employee of the UK Subsidiary, with the UK Subsidiary, pursuant to the Offer Letters and shall be available to commence employment on the date stated in his or her Offer Letter (including, for the avoidance of doubt, under all applicable immigration and other Laws), other than in connection with any leave of absence or approved use of paid time off of which Parent is aware. No such Person shall have expressed an intention or interest (whether formally or informally) in, or taken action toward terminating his or her employment with the Company or any such Company Subsidiary at or prior to the Effective Time, or with Parent or any of its Affiliates or any such Company Subsidiary following the Effective Time; and Parent shall have received a certificate signed on behalf of the Company by the chief executive officer of the Company that he has no actual knowledge of such expression or intention. (vi) The employment of any employee of the Company or any of its Subsidiaries or the services of any individual independent contractor of the Company or any of its Subsidiaries who either (A) has not received an Offer Letter for the continued employment of such individual or consulting agreement for continued service as an independent contractor, in each case by Parent (or an Affiliate of Parent) or the applicable Subsidiary of the Company following the Effective Time or (B) has not accepted the offer of employment contained in an Offer Letter or signed a consulting agreement from Parent or the applicable Subsidiary of the Company, no Government has notified shall have been terminated in accordance with Law by the Company of its intent or such Subsidiary, effective no later than immediately prior to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policiesthe Effective Time. (fvii) Each The Company Associate is a United States citizen or is otherwise legally entitled shall have obtained Promised Option Releases from each of the Promised Optionees, copies of which have been provided to work in the United States. There are no Company Associates that work in foreign countriesParent.

Employment Matters. (a) The Company has provided to Section 3.13(a) of the Parent a list of all Company Associates who are employed or retained by the Company Advisor Disclosure Schedule sets forth, as of the date hereof, the name and current annual salary and any bonus or commitment to pay any other amount or benefit in connection with a termination of this Agreementemployment, if applicable, of all officers, directors, consultants and employees of the Advisor and its Affiliates who provide services to any significant extent to the Advisor (except for such persons who provide services constituting substantially all of their respective employment services in connection with broker dealer activities or the REIT’s exchange program activities) together with a statement of the form and amount of all remuneration paid to each such person for services rendered to or on behalf of the Advisor during calendar year 2005, and correctly reflects: indicates by asterisk each such person (ieach a “Transferred Employee”) their dates who provides services primarily to the Advisor. To the Knowledge of employment; (ii) their positions; (iii) their base salaries the Advisor Parent, no Transferred Employee has threatened or otherwise indicated any intent, and (iv) neither the location Advisor nor any of their office (including home its Affiliates intends, to cancel or non-company office)otherwise terminate the employment relationship of any Transferred Employee. The employment of Company Associate Transferred Employees constitute all employees employed in the Advisor’s business as it is terminable by being conducted on the Company Entities at willdate hereof. (b) To Neither the Knowledge execution and delivery of this Agreement or the Transaction Documents, nor the performance of the Company no executive officer transactions contemplated thereby, will (either alone or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of in conjunction with any other event, such as termination of employment or expressed his or her intention to terminate employment with any Company Entity. (cemployment) To the Knowledge of the Company no Person has claimed that any employee of any Company Entity or their Affiliates: (i) is result in violation any material payment (including severance payments, payments under any other agreements or unemployment compensation payments) becoming due from the Advisor to any officer, director or employee of any term of any employment Contract, patent disclosure agreement, noncompetition agreement the Advisor or any restrictive covenant with such other Person; , under any Plan or otherwise, (ii) has disclosed materially increase any benefits otherwise payable under any Plan operated or utilized any Trade Secret maintained by or proprietary information on behalf of the Advisor or documentation of such Person; (iii) has violated result in any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employees. (d) No Company Entity has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person with respect to the impact acceleration of the Transactions on the employment time of payment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business vesting of any Company Entitymaterial benefits payable by the Advisor. (e) To the Knowledge of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policies. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) Section 3.12(a) of the Company Disclosure Letter sets forth a true and complete list of all Employment Agreements and Consultant Agreements as of the Agreement Date. The Company has provided Made Available to the Parent a list correct and complete copies of all Company Associates who are employed or retained by the Company Employment Agreements and Consultant Agreements as of the date Agreement Date. Neither the Company nor any of its Subsidiaries has made any plan or commitment to enter into any new Employment Agreement or Consultant Agreement or to modify any existing Employment Agreement or Consultant Agreement (except as required by Law or to conform any such Employment Agreement or Consultant Agreement to the requirements of any applicable Law, in each case as previously disclosed to Parent or Purchaser in writing, or as required by this Agreement, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at will. (b) To the Knowledge of the Company Company, as of the Agreement Date no executive officer employee, independent contractor or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of termination of employment or expressed consultant intends to terminate his or her intention to terminate employment with or services for any Company Entityreason. (c) To the Knowledge The Company and its Subsidiaries are in compliance in all material respects with all applicable Laws, collective bargaining agreements and other Material agreements or arrangements with any employee, works council, employee representative or other labor organization or group of the Company no Person has claimed that employees, extension orders and binding customs respecting labor and employment, including all Laws, its own policies, practices, handbooks, work rules and internal regulations relating to fair employment practices, terms and conditions of employment, discrimination, disability, fair labor standards, workers’ compensation, wrongful discharge, immigration, occupational safety and health, family and medical leave, wage and hour (including overtime wages), worker classification, equal opportunity, pay equity, meal and rest periods, and employee terminations, and in each case, with respect to any employee of any Company Entity or their Affiliates: (i) is have withheld and reported and remitted all amounts required by Law or by agreement to be withheld and reported and remitted with respect to wages, salaries and other payments to employees in violation of any term of any employment Contractall material respects, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed are not liable for any: arrears of wages, compensation, severance pay or utilized any Trade Secret Taxes or proprietary information or documentation any penalty for failure to comply with any of such Person; the foregoing, and (iii) has violated are not liable for any non-discrimination law payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (iv) has interfered other than routine payments to be made in the normal course of business and consistent with past practice). The Company and its Subsidiaries are not a party to a conciliation agreement, consent decree or other agreement or order with any Governmental Entity with respect to employment relationship between such Person and practices. Neither the Company nor any of its present Subsidiaries have current direct or former employeesindirect liability with respect to any misclassification of any person as an independent contractor or consultant rather than as an employee, or with respect to any employee leased from another employer or any employee currently or formerly classified as exempt from overtime wages or the equivalent under applicable Law. (d) No The Company Entity has had any plant closings, mass layoffs or other terminations of employees that and its Subsidiaries have created any unsatisfied obligations upon or Liabilities properly paid all wages and salaries and are not liable for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entitypenalties. (e) Section 3.12(e) of the Company Disclosure Letter sets forth each collective bargaining or other similar agreement with any union, works council, employee representative or other labor organization or group of employees. As of the date of this Agreement, there is no labor dispute, strike, proceeding, work stoppage or lockout, or, to the Knowledge of the Company, threat thereof, by or with respect to any employees of the Company or any of its Subsidiaries, and there has been no such labor dispute, strike, work stoppage or lockout in the previous two (2) years. The Company has no Knowledge of any activities or proceedings of any labor union, works council, employee representative or other labor organization or group of employees to organize any employees. There are no actions, suits, claims, labor disputes or grievances pending or to the Knowledge of the Company, threatened relating to any labor matters involving any Company or Subsidiary employee, including charges of unfair labor practices or the equivalent under applicable Law. The Company and its Subsidiaries have not engaged in any unfair labor practices within the meaning of the laws of Italy, Switzerland or, to the Knowledge of the Company, other countries in which the Company or its Subsidiaries have employees. (f) To the Knowledge of the Company, no Government has notified all of the employees and directors of the Company of or its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policies. (f) Each Company Associate is a United States citizen or is otherwise legally entitled Subsidiaries are authorized and have appropriate documentation to work in the United Statesjurisdiction in which they are working. There Further, to the Knowledge of the Company, to the extent that such knowledge is required by Law, all independent contractors or consultants engaged by the Company or its Subsidiaries are no Company Associates that authorized and have appropriate documentation to work in foreign countriesthe jurisdiction in which they are working.

Employment Matters. (a) The Company has provided made available to the Parent a list of all Company Associates who are employed or retained by the Company as of the date of this Agreement, and which list correctly reflects: (i) their dates of employment; (ii) their positions; and (iii) their base salaries and (ivsalaries. Except as provided in Part 3.17(a) of the location of their office (including home or non-company office). The Disclosure Letter, the employment of each Company Associate is terminable by the Company Entities at "at-will". (b) To the Knowledge of the Company no No executive officer or key management or technical employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of termination of employment or or, to the Knowledge of the Company, expressed his or her intention to terminate employment with any Company EntityEntity other than retirements in the ordinary course and not tied to the Transactions. (c) To the Knowledge of the Company Company, no Person has claimed that any employee of any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employees. (d) No Company Entity has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entity. (e) To No investigation of the Company or any of its Subsidiaries by any Government responsible for the enforcement of labor, employment or social security laws is pending or, to the Knowledge of the Company, no Government has notified threatened in respect of any employment matters (including investigations regarding potential in-fact employment relationships with Person providing services as contractors or freelancers), and neither the Company nor any of its intent Subsidiaries has been informed by any Government that it intends to conduct such an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policiesinvestigation. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Company has provided to Vendor Disclosure Letter sets out the Parent a list of all Company Associates who are employed or retained by the Company as following information for each employee and independent contractor of the date of this AgreementCorporation: full name, position, status (i.e. active, leave, layoff, etc.), hire date, annual salary and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home unionized or non-company office). The employment of Company Associate is terminable by the Company Entities at willunionized employee. (b) To Neither the Knowledge execution of this Agreement nor the consummation of the Company no executive officer transactions contemplated hereby will result in any employee, consultant or key contractor of the Corporation becoming entitled to, or any increase in, any material payment or benefit (including severance pay) or accelerate the timing of payment or vesting of any material compensation or benefits, in either case under any employee (which for this purpose shall mean a salaried exempt employee under benefit plan of the Fair Labor Standards Act) has provided written notice Corporation in respect of termination the employees of employment or expressed his or her intention to terminate employment with any Company Entitythe Corporation. (c) To The Corporation has not made any Contracts with any labour union or employee association with respect to any collective agreement nor made commitments to or conducted negotiations with any labour union or employee association with respect to any future agreements and there is not, to the Knowledge knowledge of the Company Vendor, any union organizing activity, pending or threatened, involving the Corporation’s employees. There are currently no Person has claimed that any employee work stoppages or strikes (legal or otherwise) pending with respect to the Corporation or, to the knowledge of any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contractthe Vendor, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employeesThreatened. (d) No Company Entity has had any plant closings, mass layoffs There are no employees on lay-off or other terminations who have been absent continually from work for a period in excess of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entityone (1) month. (e) To the Knowledge There are no current complaints, claims, investigations, demands, grievances or charges outstanding, nor are there any orders, decisions, awards, directions or convictions currently communicated, registered or outstanding in any tribunal or agency against or in respect of the Company, no Government has notified the Company of its intent to conduct an audit Corporation under or in respect of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policiesApplicable Law relating to employment. (f) Each Company Associate The Corporation is a United States citizen in material compliance with all Applicable Law relating to employment, both in respect of financing obligations as well as in respect of their respective obligations to employees. The Corporation is in good standing with all agencies established pursuant to Applicable Law relating to employment with respect to premiums, assessments and employer financing obligations. (g) There is no written notice of assessment, provisional assessment, reassessment, supplementary assessment, penalty assessment or increased assessment which the Corporation has received before the date of this Agreement from any workplace safety and insurance or workers compensation board or similar Governmental Authority in any jurisdiction where the Business is otherwise legally entitled to work in the United States. There are no Company Associates carried on that work in foreign countriesremain unpaid.

Employment Matters. (a) The Company has provided to the Parent Set forth on Schedule 2.15(a) is a list detailed description of all Company Associates who are employed compensation, including salary, bonus, severance obligations and deferred compensation paid or retained by the Company as payable for each Executive Officer, employee, consultant and independent contractor of the date of this Agreement, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at willCompany. (b) To the Knowledge of the Company, none of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any Order, that would materially interfere with such employee’s ability to promote the interest of the Company no executive officer or key that would conflict with the Company’s business. Neither the execution or delivery of this Agreement or the Ancillary Documents, nor the carrying on of the Company’s business by the employees of the Company, nor the conduct of the Company’s business as now conducted and as presently proposed to be conducted, will, to the Knowledge of the Company, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of termination of employment or expressed his or her intention to terminate employment with any Company Entityis now obligated. (c) To The Company is not delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the Knowledge date hereof or amounts required to be reimbursed to such employees, consultants, or independent contractors. The Company has complied in all material respects with all Laws related to employment. The Company has withheld and paid to the appropriate Governmental Entity or is holding for payment not yet due to such Governmental Entity all amounts required to be withheld from employees of the Company no Person has claimed that and is not liable for any employee arrears of any Company Entity wages, taxes, penalties, or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant other sums for failure to comply with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employeesthe foregoing. (d) No Company Entity has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entity. (e) To the Knowledge of the Company, no Government has notified Executive Officer or other key employee intends to terminate employment with the Company of its intent or is otherwise likely to conduct become unavailable to continue as an audit employee, nor does the Company have a present intention to terminate the employment of any of the foregoing. The employment of each employee of the Company Entity’s affirmative action policiesis terminable at the will of the Company. Except as set forth in Schedule 2.15(d) or as required by Law, wage hour upon termination of the employment of any such employees, no severance or other payments will become due. Except as set forth in Schedule 2.15(d), the Company has no policy, practice, plan, or program of paying severance pay and/or record retention policiesor any form of severance compensation in connection with the termination of employment services. (e) The Company has not made any representations regarding equity incentives to any Executive Officer, employee, director or consultant that are inconsistent with the terms set forth in the minutes books of the Company. (f) Each Company Associate Set forth on Schedule 2.15(f) is a United States citizen true, accurate and complete list of each employee benefit plan subject to ERISA maintained, established or sponsored by the Company, or which the Company participates in or contributes to. The Company has made all required contributions and has no liability to any such employee benefit plan, other than liability for health plan continuation coverage described in Part 6 of Title I(B) of ERISA, and has complied in all material respects with all applicable Laws for any such employee benefit plan. (g) The Company is otherwise legally entitled not bound by or subject to work in (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the United StatesKnowledge of the Company, has sought to represent any of the employees, representatives or agents of the Company. There are is no strike or other labor dispute involving the Company Associates that work pending, or to the Knowledge of the Company, threatened, which could have a Company Material Adverse Effect, nor is the Company aware of any labor organization activity involving its employees. (h) To the Knowledge of the Company, none of the key employees, Executive Officers, or directors of the Company has been (i) subject to voluntary or involuntary petition under the federal bankruptcy Laws or any state insolvency Law or the appointment of a receiver, fiscal agent or similar officer by a court for his or her business or property; (ii) convicted in foreign countriesa criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) subject to any order, judgment, or decree (not subsequently reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him or her from engaging, or otherwise imposing limits or conditions on his or her engagement in any securities, investment advisory, banking, insurance, or other type of business or acting as an officer or director of a public company; or (iv) found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated any federal or states securities, commodities, or unfair trade practices Law, which such judgment or finding has not been subsequently reversed, suspended, or vacated.

Employment Matters. Schedule 5.16 annexed hereto is a complete and accurate list of (a) The Company has provided job categories, number of employees in each category and salary or wage range for each category with respect to the Parent a list of all Company Associates who are employed or retained by the Company as employees of the date Partnership who earn total annual compensation of this Agreementless than C$25,000, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at will.and (b) To the Knowledge With respect to all other employees, officers and directors of the Company no executive officer or key Partnership, such employee's name and a brief job description for each such employee (which the employees in 5.16(a) and (b) being collectively, the "Employees") and, for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of termination of employment or expressed each such person, his or her intention current rate of compensation (including salary, bonus and all other forms of compensation), the date of hire and the date and amount of the most recent increase in compensation, whether any commitment, promise or undertaking has been made by the Partnership or any of its officers with respect to any increase in the compensation payable to any such employee or any portion thereof the extent of such employee's participation in any Employee Benefit Plans and any accrued rights under such Employee Benefit Plans that will lapse or terminate employment by reason of the consummation of the transactions contemplated by this Agreement. The Partnership does not have any employment, consulting or severance contract, arrangement or understanding (either written or oral) with any Company Entityperson whomsoever except such contracts as are listed on Schedule 5.16. Payments made to, employees of the Partnership have not been in violation of any applicable laws, rules or regulations dealing with such matters and all severance payments due to any employee have been paid or accrued as a liability on the books of the Partnership. (c) To No notice has been received by the Knowledge Partnership of any outstanding complaint filed by any of the Company no Person has claimed that any employee of any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) employees against the Partnership claiming the Partnership has violated any non-discrimination law provincial act or legislation applicable to employees or human rights (iv) has interfered or similar legislation in the employment relationship between such Person and other jurisdictions in which the Business is conducted or the Partnership operates) or of any complaints or proceedings of any kind involving the Partnership or, to the knowledge of Denis or the Vendor, without due inquiry, any of its present or former employeesthe employees of the Partnership before any labour relations board save and except as set out in Schedule 5.16(c). (d) No Company Entity has had any plant closings, mass layoffs There are no outstanding orders or other terminations of employees that have created any unsatisfied obligations upon charges against the Partnership or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person Vendor with respect to the impact Business under any applicable health and safety legislation in the Province of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company EntityAlberta. (e) To Neither the Knowledge Vendor nor Xxxxxxx is aware of any non-compliance by the Partnership of any obligations under the Human Rights Act (Alberta).No "pay equity" plans have been filed by or on behalf of the Company, no Government has notified the Company of Partnership with any governmental or regulatory authority or delivered to its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policiesemployees. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Company 5.13.1 Seller has provided no employment agreement of any kind, oral or written, express or implied, that would require Buyer to employ any Person after the Closing Date. Seller is in compliance with all federal and state laws respecting employment and employment practices, terms and conditions of employment and wages and hours and is not engaged in, nor has it committed, any unfair labor practice as defined in the National Labor Relations Act of 1947, as amended. Seller has not received any notice of violation of any Legal Requirement relating to the Parent a list employment of labor. 5.13.2 Seller shall continue its existence and operate to the fullest extent necessary to comply with all Company Associates who are employed or retained by the Company as Legal Requirements of the date Consolidated Omnibus Budget Reconciliation Act of this Agreement1985 ("COBRA"), as amended. Buyer shall not assume or be responsible for any COBRA requirements or obligations of Seller. 5.13.3 Seller acknowledges and correctly reflects: (i) their dates agrees that all existing and potential liabilities, obligations, responsibilities or duties relating to any Plan shall not be assumed by Buyer and shall remain the sole and exclusive liability, obligation, responsibility or duty of employment; (ii) their positions; (iii) their base salaries and (iv) Seller, its ERISA Affiliates or any fiduciary or plan administrator, as the location case may be, of their office (including home or non-company office)such Plan. The employment term "Plan" shall mean any pension, profit sharing, thrift or other retirement plan, employee stock ownership plan, deferred E-49 compensation, stock option, stock purchase, performance, share, bonus or other incentive plan, severance plan, health, group insurance, cafeteria or other welfare plan, or other similar plan, agreement, policy or understanding, including, without limitation, any "employee benefit plan" within the meaning of Company Associate is terminable by the Company Entities at will. (bSection 3(3) To the Knowledge of the Company no executive officer Employee Retirement Income Security Act of 1974, as amended ("ERISA"), under which Seller, or key employee any Person or trade or business under common control with Seller (which for this purpose shall mean a salaried exempt employee an "ERISA Affiliate"), as determined under the Fair Labor Standards Act) has provided written notice of termination of employment or expressed his or her intention to terminate employment with any Company Entity. Section 414(b), (c) To the Knowledge or (m) of the Company no Person Internal Revenue Code of 1986, as amended, has claimed that any employee of current or future obligation or liability or under which any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employees. (d) No Company Entity has had any plant closingsemployee of Seller or an ERISA Affiliate, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon such present or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act former employee's dependents or similar laws. No Company Entity beneficiaries, has any obligation under applicable Law current or under any Contract future right to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entitybenefits. (e) To the Knowledge of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policies. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (i) None of the Company nor any of its Subsidiaries is a party to or bound by any Contract with any director or officer of the Company or any of the Subsidiaries that includes any termination, length of notice, pay in lieu of notice, severance, job security or similar provisions (other than such as results by Law from the employment of an employee without an agreement as to notice or severance), nor are there any change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former directors, officers or employees providing for cash or other compensation or benefits of any nature upon the consummation of, or relating to, the Arrangement, including a change of control of the Company. (ii) No employee will be entitled to any bonus, ‎payment, accelerated vesting or other benefit as a result of the terms of this Agreement or the ‎transactions contemplated hereby.‎ (iii) The Company is not a party, either directly or by operation of law, to any Collective ‎Agreement. No trade union, council of trade unions, employee bargaining agency or affiliated ‎bargaining agent holds bargaining rights with respect to any of the employees by way of ‎certification, interim certification, voluntary recognition, related employer or successor employer ‎rights, or, to the knowledge of the Company, has applied or threatened to apply to be certified ‎as the bargaining agent of any of the employees. To the knowledge of the Company, (a) there have ‎been no actual or threatened and there are no pending union organizing activities involving the ‎employees and (b) the Corporation does not have any labour problems that might adversely ‎affect the Business or lead to an interruption of operations.‎ (iv) The Company has provided not received any material inspection reports under applicable Occupational ‎Health and Safety legislation relating to the Parent a list of all Company Associates who are employed or retained by the Company as of the date of this Agreement, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at will. (b) To the Knowledge of the Company no executive officer or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of termination of employment or expressed his or her intention to terminate employment with any Company Entity. (c) To the Knowledge of the Company no Person has claimed that any employee of any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person past three (3) years. ‎There are no outstanding inspection Occupational ‎Health and any of its present or former employees. Safety orders (d“Orders”) No Company Entity has had any plant closingsnor, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entity. (e) To the Knowledge knowledge of the Company, any pending or ‎threatened charges made under applicable Occupational Health and Safety legislation relating to ‎the Company. There have been no Government has notified fatal or critical accidents within the last ‎three (3) years which could reasonably be expected to lead to charges involving the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policiesunder applicable ‎Occupational Health and Safety legislation. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Company has provided to the Parent No Seller is a list party to, or bound by, any collective bargaining or other agreement with a labor organization representing any of all Company Associates who are employed or retained by the Company as of the date of this Agreement, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at willits employees. (b) The Sellers are in compliance, in all material respects, with all applicable Laws pertaining to employment and employment practices. Except as set forth in Schedule 5.14(b), there are no, and during the last two (2) years there have been no, actions, suits, claims, investigations or other legal proceedings against the Sellers pending, or to the Sellers’ Knowledge, threatened to be brought or filed, by or with any Governmental Authority in connection with the employment of any current or former employee of any Seller, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay or any other employment related matter arising under applicable Laws. (c) Schedule 5.14(c) sets forth a complete and correct list of each employee of the Business as of the date hereof (“Business Employee”), which list also sets forth each Business Employee’s (i) current annual base salary; (ii) job title; (iii) accrued vacation and sick leave time; (iv) premiums paid for benefits; and (v) work location. (d) Sellers have made available to Buyer with complete and correct copies of (i) all existing severance or other leave agreement of any Business Employee, (ii) all Business Employee trade secret, non-compete, non-disclosure and invention assignment agreements and (iii) all manuals and handbooks applicable to any Business Employee. Except as set forth on Schedule 5.14(d), the employment or consulting arrangement of each Business Employee is, subject to applicable Laws involving the wrongful termination of employees, terminable at will (without the imposition of penalties or damages) by Sellers, and no Seller has any severance obligations if any such Business Employee is terminated (subject to applicable Laws governing wrongful termination of employees). To the Knowledge of the Company Sellers, no executive officer or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) Business Employee or any group of Business Employees has provided written notice of termination of employment or expressed his or her an intention to terminate employment with any Company Entitythe Sellers or the Business. (ce) To the Knowledge of the Company no Person has claimed that any employee of any Company Entity or their Affiliates: (i) is Sellers have paid in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any full to all of its present or former Business Employees all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees. (df) No Company Entity has had any plant closings, mass layoffs or other terminations Each Seller is in compliance with the requirements of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Workers Adjustment and Retraining Notification Act or similar laws. No Company Entity any state-law equivalent (collectively, “WARN”) and has any obligation under applicable Law or under any Contract no liabilities pursuant to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company EntityWARN. (eg) To The representations and warranties set forth in this Section 5.14 are the Knowledge of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policiesSellers’ sole and exclusive representations and warranties regarding employment matters. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Company has provided to the Parent a list of all Company Associates who are employed or retained by the Company as Section 3.18(a) of the date of this Agreement, and correctly reflectsDisclosure Schedules lists: (i) their dates all employees, independent contractors, and consultants of employmentthe Company; and (ii) their positions; for each individual described in clause (iiii), (A) their base salaries the individual’s title or position, hire date, and compensation, (B) any Contracts entered into between the Company and such individual, and (ivC) the location fringe benefits provided to each such individual. All compensation payable to all employees, independent contractors, or consultants of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at willfor services performed on or prior to the Closing Date have been paid in the ordinary course of business consistent with past practice. (b) To the Knowledge The Company is not, and has not been, a party to or bound by any collective bargaining agreement or other Contract with a union or similar labor organization (collectively, “Union”), and no Union has represented or purported to represent any employee of the Company. There has never been, nor has there been any threat of, any strike, work stoppage, slowdown, picketing, or other similar labor disruption or dispute affecting the Company no executive officer or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice any of termination of employment or expressed his or her intention to terminate employment with any Company Entityits employees. (c) To the Knowledge knowledge of Sellers, the Company is, and has been at all times, in compliance in all material respects with all applicable Laws and Orders regarding employment and employment practices, the terms and conditions of employment, non-discrimination, equal employment opportunity, affirmative action, collective bargaining, payment of social security, occupational safety and health, wages and hours, plant closing and workers compensation, including but not limited to the Immigration Reform and Control Act, Title VII of the Civil Rights Act of 1964, as amended, the Fair Labor Standards Act, the Age Discrimination in Employment Act, the Americans with Disability Act, the Family Medical & Leave Act, the National Labor Relations Act, the Texas Statutes Labor Code and regulations promulgated thereunder, the WARN Act, ERISA, the Code and any other applicable Law governing, touching upon or concerning the employment relationship, including any foreign Laws corresponding or similar to the foregoing. To the knowledge of Sellers, the Company no Person has claimed that not engaged at any employee time during the past three (3) years, and is not currently engaging, in any unfair labor practice. There are not any pending or, to the knowledge of any Company Entity Sellers, threatened charges, claims, complaints, administrative complaints, or their Affiliates: lawsuits alleging (i) is breach of an employment Contract (whether in violation of any term of any employment Contractfact, patent disclosure agreementexpressed or implied), noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; a claim for workers’ compensation, (iii) has violated any non-discrimination law tort such as invasion of privacy, defamation, or intentional infliction of emotional distress, or (iv) has interfered any violation of any employment Law, regulation or statute, including, but not limited to, the statutes and Laws cited in this Section 3.18(a). The Company is not currently subject to any complaints, charges, claims, consent decrees, judgments, arbitration awards, or Orders from any Governmental Authority concerning any applicable Laws regarding employment and employment practices, the terms and conditions of employment, non-discrimination, equal employment opportunity, affirmative action, collective bargaining, payment of social security, occupational safety and health, wages and hours, plant closing, workers compensation, or any and all of the employment relationship between such Person and any of its present Laws, regulations or former employeesstatutes cited above. (d) No The Company Entity is, and for the preceding three (3) years has had been, in compliance in all material respects with all applicable Laws pertaining to or relating to the migration of foreign nationals across borders, whether temporarily or permanently, and the Company’s employees and contractors have verified their legal right to work in the applicable jurisdiction of their employment through documents consistent with such Laws, including through Form I-9s. (e) To the knowledge of Sellers, no employee, officer or director of the Company is a party to, or is otherwise bound by, any plant closingsconfidentiality, mass layoffs non-competition, proprietary rights agreement or other terminations similar agreement that would affect (i) the performance of employees that have created his or her duties as an employee, officer or director or (ii) the ability of Buyer to conduct the business of the Company after the Closing Date. (f) The Company has not incurred any unsatisfied obligations upon or Liabilities for any Company Entity Liability under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to (the Effective Time, any Company Associate, Government “WARN Act”) or any other Person with respect to similar local, state or foreign Law in the impact of three year period preceding the Transactions Closing Date, and any requisite periods under the WARN Act (or its local, state or foreign Law equivalent) have expired. During the ninety (90) day period ending on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocatingClosing Date, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entity. (e) To the Knowledge of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policieshas terminated zero employees. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Company has provided to Except as set forth in Section 3.16(a) of the Parent a list of all Company Associates who are employed or retained by Disclosure Schedules, the Company as is not a party to, or bound by, any collective bargaining or other agreement with a labor organization representing any of its Employees. Since January 1, 2012, there has not been, nor, to Seller's Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting the date of this Agreement, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at willCompany. (b) To The Company (i) is in compliance in all material respects with all applicable Laws pertaining to employment and employment practices to the Knowledge extent they relate to employees or other service providers of the Company no executive officer or key employee and (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Actii) has provided written notice withheld and reported all amounts required by Law or Contract to be withheld and reported with respect to wages, salaries and other payments to Employees and other service providers. Except as set forth in Section 3.16(b) of termination of employment the Disclosure Schedules, there are no actions, suits, claims, investigations or expressed his other legal proceedings against the Company pending, or her intention to terminate employment Seller's Knowledge, threatened to be brought or filed, by or with any Company EntityGovernmental Authority or arbitrator in connection with the employment of any current employee of the Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay or any other employment related matter arising under applicable Laws. (c) To the Knowledge of Each current non-employee Company service provider is a true contractor and, to Seller’s Knowledge, there are no grounds on which such person could successfully claim to be an employee, and the Company has no Person has claimed that any employee liability for a misclassification of any Company Entity employees or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employeesindependent contractors. (d) No employee of the Company Entity has had any plant closings, mass layoffs provides services primarily in support of Seller or an Affiliate of Seller (other terminations than the Company) and no employee of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government Seller or any Affiliate of Seller (other Person with respect to than the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that Company) provides services primarily in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entity. (e) To the Knowledge support of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policies. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The No Non-Signatory Company is a party to, bound by, or negotiating with respect to any agreement with any labor union, association or other employee group, nor is any unit of Employees of any Non-Signatory Company represented by any labor union or similar association. No labor union or employee organization has provided been certified or recognized as the collective bargaining representative of any Employees of any Non-Signatory Company. To the Knowledge of the AMCI Parties, there are no union organizational campaigns or representation proceedings underway or threatened with respect to any Employees of any Non-Signatory Company, nor are there any existing or threatened labor strikes, work stoppages, slowdowns, grievances, unfair labor practice charges, discrimination charges or labor arbitration proceedings affecting Mining Activities at or deliveries to any mine or other facility of any of the Subject Companies. Each of the Subject Companies has been and is in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would not reasonably be expected to impose any material Liability on the Contributed Companies. None of the current or past officers, directors, employees or applicants for employment of the Subject Companies has a pending or has, to the Parent a list AMCI Parties' Knowledge, any threatened, claim against the Subject Companies. There are no contracts of all Company Associates who are employed or retained by the Company as employment with any of the date employees of this Agreement, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at willSubject Companies. (b) To the Knowledge of the Company no executive officer or key employee (which AMCI Parties, Section 5.14(b) of the AMCI Disclosure Schedule sets forth the panels of laid-off Employees for this purpose shall mean a salaried exempt employee under each of the Fair Labor Standards Act) has provided written notice of termination of employment or expressed his or her intention to terminate employment with any Company EntitySignatory Companies. (c) To the Knowledge Section 5.14(c) of the Company no Person has claimed that any employee AMCI Disclosure Schedule sets forth the name of any Company Entity or their Affiliates: (i) is in violation each beneficiary of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employees. (d) No Company Entity has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity Subject Companies covered under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company EntityCoal Act. (e) To the Knowledge of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policies. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Company has provided to the Parent Disclosure Schedule sets forth a list of all Company Associates who are employed or retained by the Company as Employees. Seller has entered into employment agreements with each of the date of this AgreementEmployees, and correctly reflects: such agreements are valid and binding, there is no breach or default outstanding there under, and there is no termination or threatened termination of any of such agreements. Except as disclosed at the Disclosure Schedule, Seller does not engage any person as employees, consultants, contractors, sub-contractors, representatives, secondees, deputees or otherwise. Except as set forth in the Disclosure Schedule, Seller is not a party or subject to any of the following (whether written or oral, express or implied); (i) their dates any employment agreement or obligation to pay Liabilities, fringe benefits or compensation to any present or former officer, director, employee or any consultant of employmentSeller, upon termination of such Person's employment or engagement; or (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home any plan, contract or nonunderstanding providing for bonuses, commissions, deferred compensation, incentive or other bonus payments, royalty payments, profit-company office). The employment of Company Associate is terminable by the Company Entities at will. (b) To the Knowledge of the Company no executive officer sharing or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of termination of employment or expressed his or her intention similar understanding with respect to terminate employment with any Company Entity. (c) To the Knowledge of the Company no Person has claimed that any employee of any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employees. (d) No Company Entity has had any plant closingsofficer, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult withdirector, prior to the Effective Time, any Company Associate, Government employee or any other Person with respect to the impact consultant of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entity. (e) To the Knowledge of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policies. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United StatesSeller. There are no Company Associates that work outstanding Proceedings, claim or complaint against Seller by any person who is now or has been an officer, director or employee of such entity. The Disclosure Schedule contains an accurate and complete list, with respect to Seller of each plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock- related awards, welfare benefits, fringe benefits or other employee benefits or remuneration of any kind which is maintained, contributed to, or required to be contributed to by Seller for the benefit of any employee (collectively, the "Seller Employee Plans"). Seller has performed all obligations required to be performed by it under, is not in foreign countriesdefault or violation of any Seller Employee Plan, and each Seller Employee Plan has been established and maintained in accordance with its terms and in compliance with all Applicable Laws. Seller has no direct or indirect Liability with respect to any misclassification of any Person as an independent contractor or consultant rather than as an employee. Seller (i) has withheld and reported all amounts required by Applicable Law, custom or by agreement to be withheld and reported with respect to wages, salaries and other payments to employees, (ii) is not liable for any arrears of wages severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment with respect to unemployment compensation benefits, social security or other benefits or obligations for employees. Seller does not have any trade union(s), labor union(s) or other organizations representing, purporting to represent, or attempting to represent, any employee of Seller. There are no actions, suits, claims, Proceedings, labor disputes or grievances, pending or threatened or reasonably anticipated relating to any labor matters involving any employee of Seller, including charges of unfair labor practices.

Employment Matters. (a) The True and complete information as to the name, current job title, work location, base salary and target bonus for all current employees of the Company and its subsidiaries has been provided to the Parent a list Parent. No current employee of all Company Associates who are employed or retained by the Company as of any of its subsidiaries is employed under a nonimmigrant work visa or other work authorization. No current employee of the date Company or any of this Agreementits subsidiaries at the level of Director or above, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) to the location of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at will. (b) To the Knowledge knowledge of the Company no executive officer or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) Company, has provided written given notice of termination of employment or expressed his or her intention otherwise disclosed specific plans to terminate employment with the Company or any of its subsidiaries within the twelve (12) month period following the date hereof, or (ii) has been the subject of any sexual harassment, sexual assault or sexual discrimination allegations in his or her capacity as an executive of the Company Entityor any of its subsidiaries. The employment of all employees of the Company and its subsidiaries is terminable “at will” without any penalty, notice or severance obligations on the part of the Company or any of its subsidiaries. (b) True and complete information as to the name, location, services provided, fees and start and end dates of engagement for all individual independent contractors of the Company and its subsidiaries has been provided to Parent. The engagement of all individual independent contractor engaged by the Company or any of its subsidiaries is terminable upon providing notice of thirty (30) days or less without penalty. (c) To Neither the Knowledge Company nor any of its subsidiaries is a party to or is bound by, or is currently negotiating, any collective bargaining agreement, labor-related agreement, or other Contract (a “Collective Bargaining Agreement”) with any labor union, works council, or other employee representative body (a “Union”). Neither the Company nor any of its subsidiaries is the subject of a Proceeding asserting that the Company or any such subsidiary has committed an unfair labor practice (within the meaning of the National Labor Relations Act). Since January 1, 2021, no Union or group of employees of the Company or its subsidiaries has made a pending demand for recognition or certification, and, to the knowledge of the Company, there are no Person has claimed that 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, any employee other Governmental Authority. To the knowledge of the Company, since January 1, 2021, there have been no Union organizing activities with respect to any employees of the Company Entity or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present subsidiaries. There is no, and since January 1, 2021, there has not been, any work slowdown, lockout, work stoppage, picketing, strike, or former employeesother material labor dispute or disputes or collective labor action involving the Company or any of its subsidiaries pending or, or to the knowledge of the Company, threatened. No notice, consent or consultation obligations with respect to any employees of the Company or any of its subsidiaries, or any Union, shall be a condition precedent to, or triggered by, the execution of this Agreement or the consummation of the transactions contemplated by this Agreement. (d) No The Company Entity and each of its subsidiaries is, and since January 1, 2021 has had been, in material compliance with all applicable Laws and Contracts, relating to employment, employment practices, and labor, including, but not limited to, compensation, immigration, employee leave, benefits, hours, terms and conditions of employment, and the termination of employment, including the proper classification of employees as exempt or nonexempt from overtime pay requirements and the proper classification of individuals as independent contractors or employees, unemployment insurance, and collective dismissals. (e) Since January 1, 2021, neither the Company nor any of its subsidiaries have implemented a plant closings, closing or mass layoffs or other terminations layoff of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under could implicate the Worker Adjustment and Retraining Notification Act (and any applicable similar foreign, state or similar lawslocal Laws), and no such action will be implemented without the advance notification to Parent. No Section 4.18(e) of the Company Entity has Disclosure Letter sets forth an accurate and complete list of all employees of the Company and its subsidiaries who have been laid off, or whose hours of work have been reduced by more than 50% by the Company or any obligation under applicable Law or under any Contract to notify or consult withof its subsidiaries, in the six months prior to the Effective Timedate of this Agreement by name, any Company Associatework location, Government or any other Person with respect to the impact date of the Transactions on the employment or retention such action and type of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entity. (e) To the Knowledge of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policiestaken. (f) Each Neither the Company Associate is a United States citizen nor any of its subsidiaries have adopted in writing, any policy regarding redundancy or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countriesseverance payments for individuals other than executives.

Employment Matters. (a) The Company has provided to the Parent a list of all Company Associates who are employed or retained by the Company as of the date of this Agreement, and correctly reflects: (i) their dates Exhibit 8(q-1) attached hereto and made a part hereof for all purposes sets forth all of employmentthe collective rules applicable to ASUSA's employees (the "Collective Rules" including, without limitation, applicable collective bargaining agreements and company agreements; any exceptional agreements concluded with employee representatives; the remuneration system, including premiums, bonuses, commissions, and advantages in kind; profit-sharing, incentive, and company savings plans; retirement or health insurance plans pursuant to which employees are entitled to receive advantages in addition to those provided for by law or applicable collective bargaining agreements; and any regional, local, or individual company or establishment practices which provide for advantages which exceed those provided for by law or applicable collective bargaining agreements. (ii) their positions; Exhibit 8(q-2) attached hereto and made a part hereof for all purposes sets forth all consulting, employment, severance, termination, or compensation Contracts of ASUSA with any Stockholder or former stockholder or with any current director, officer, consultant, or with any individual employee or manager pursuant to which such employee or manager receives benefits which exceed those provided for by law or the applicable Collective Rules including, without limitation, increased severance pay, extended notice periods, advantages in kind, or pensions (the "Employment Agreements"). None of the Employment Agreements provides for payments measured by the value of any equity security of or interest in ASUSA or in connection with any change in control of ASUSA and no amount will become due to any employee, consultant, officer, or director of ASUSA under the Collective Rules or any Employment Agreement solely as a result of the transactions contemplated in this Agreement. (iii) their base salaries Exhibit 8(q-3) attached hereto and made a part hereof for all purposes sets forth all obligations of ASUSA to employee representative organizations which exceed those provided for by law or in the applicable Collective Rules. (iv) ASUSA is now and has in the location past been in compliance with all provisions of their office (including home or non-company office). The employment applicable labor and social security laws, the Collective Rules, and the Employment Agreements and all payments due thereunder from ASUSA have been made when due and all amounts properly accrued as Liabilities of Company Associate is terminable by the Company Entities at willASUSA which have not been paid have been properly recorded on ASUSA's books. (bv) To Since inception, there have occurred no strikes, slow downs, work stoppages, or other similar labor actions by any group of ASUSA's employees. Except as set forth in Exhibit 8(q-3), no Proceeding arising out of any labor grievance under any Law, the Knowledge Collective Rules, or any Employment Agreement is pending or, to the best knowledge of the Company no executive officer or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of termination of employment or expressed his or her intention to terminate employment with any Company EntityASUSA and each Stockholder, threatened. (cvi) To the Knowledge of the Company no Person ASUSA has claimed that not made any employee of commitment to any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contractpublic agency, patent disclosure agreementlabor organization, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employees. (d) No Company Entity has had any plant closings' representatives, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person with respect party, relating to the impact numbers of the Transactions on the employment ASUSA's employees or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entityfuture collective dismissals. (e) To the Knowledge of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policies. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Company is currently not a party to, or bound by, any collective bargaining or other agreement with a labor organization or trade union representing any of its employees. Since January 1, 2013, there has provided not been, nor, to Sellers’ Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting the Parent a list of all Company Associates who are employed or retained by the Company as of the date of this Agreement, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at willCompany. (b) To The Company is in compliance in all material respects with all applicable Laws pertaining to employment and employment practices to the Knowledge extent they relate to employees of the Company. There are no actions, suits, claims, investigations or other legal proceedings against the Company no executive officer pending, or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of termination of employment to Sellers’ Knowledge, threatened to be brought or expressed his filed, by or her intention to terminate employment with any Company EntityGovernmental Authority or arbitrator in connection with the employment of any current or former employee of the Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay or any other employment related matter arising under applicable Laws. (c) To the Knowledge of the Company Except as expressly contemplated by this Agreement, to Sellers’ Knowledge, no Person has claimed that employee intends to terminate his or her employment for any reason. Except as expressly contemplated by this Agreement, no employee of any Company Entity or their Affiliates: (i) is in violation of any term of any has given, has threatened to give or has received notice terminating his office and/or employment Contract(whether or not that notice has expired), patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed is under threat of dismissal, or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law will be entitled to resign or (iv) has interfered in treat his office and/or employment as terminated as a result of the employment relationship between such Person and any of its present or former employeestransactions contemplated by this Agreement. (d) No Each individual providing services to the Company Entity and its respective ERISA Affiliates has had any plant closings, mass layoffs been properly classified by such entity as an employee or other terminations of employees that have created any unsatisfied obligations upon or Liabilities independent contractor with respect to each such entity for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation all purposes under applicable Law or under any Contract to notify or consult with, prior to and the Effective Time, any Company Associate, Government or any other Person with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company EntityBenefit Plans. (e) To The Company has withheld and paid all amounts required by Law or by agreement to be withheld from the Knowledge wages, salaries, and other payments to service providers, and is not liable for any arrears of the Company, no Government has notified the Company of its intent wages or any Taxes or any penalty for failure to conduct an audit of any Company Entity’s affirmative action policies, wage hour withhold or pay and/or record retention policiessuch amounts. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Company has provided Other than as disclosed to the Parent Purchaser, Horizon does not have any employees. Horizon is not a list party to any employment, management or consulting agreement of all Company Associates who are employed any kind whatsoever, or retained by any collective bargaining agreement, and further, has not entered into any written or oral agreement or understanding providing for bonuses, severance or termination payments to any director, officer or employee in connection with the Company termination of their position or their employment as a direct result of a change in control of Horizon (including as a result of the date of this Agreement, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home or non-company officeTransaction). The employment of Company Associate is terminable by the Company Entities at will. (b) To the Knowledge Horizon is in compliance with all material terms and conditions of employment and all Applicable Laws respecting employment, including, but not limited to, pay equity, wages, hours of work, overtime, occupational health and safety, workers compensation and human rights. Horizon is not subject to (i) any outstanding grievance, complaint, investigation, orders under Applicable Laws respecting employment, or (ii) any proceeding, claim, or litigation relating to wrongful dismissal, constructive dismissal, unfair labour practice, or tort, in each case relating to employment, or any termination of the Company no executive officer employment of employees or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of termination of employment the engagement of independent contractors, and to the knowledge of Horizon, no such proceeding, claim, or expressed his litigation is threatened, and there is no basis for any such proceeding, claim, or her intention to terminate employment with any Company Entitylitigation. (c) To Other than the Knowledge Horizon Equity Plan, Horizon has not implemented, and is not a party to, any employee or benefit plans (including, without limitation, any plans or agreements providing for benefits to employees (such as, dental or medical plans, or plans providing for retention bonuses, severance, or termination payments). Without limiting the generality of the Company no Person foregoing, Horizon does not currently sponsor, maintain, contribute to or has claimed that any employee liability under, nor has ever sponsored, maintained, contributed to or incurred any liability under a “registered pension plan” or a “retirement compensation arrangement”, each as defined under the Tax Act, a “pension plan” as defined under applicable pension benefits standards legislation, or any other plan organized and administered to provide pensions for employees or former employees of any Company Entity or their Affiliates: (i) is in violation member of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employeesHorizon. (d) No Company Entity Horizon has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person operated in all material respects in accordance with all Applicable Laws with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided and labour, including employment and labour standards, occupational health and safety, employment equity, pay equity, workers’ compensation, human rights, labour relations and privacy, and there are no current, pending, or, to the current Company Associates. No Company Entity is a party knowledge of Horizon, threatened actions or proceedings before any Governmental Authority with respect to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entitysuch matters. (e) To the Knowledge of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policies. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Company has provided to the Parent a list of all Company Associates who are employed or retained by the Company as of the date of this Agreement, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at will. (b) To the Knowledge of the Company, none of its Employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with such Employee’s ability to promote the interest of the Company no executive officer or key employee that would conflict with the Company’s business. (which for this purpose shall mean b) Each Employment Agreement is set forth on Section 3.15(b) of the Company Disclosure Schedule and a salaried exempt employee under the Fair Labor Standards Act) copy of each Employment Agreement and any amendment thereto has been provided written notice of termination of employment or expressed his or her intention to terminate employment with any Company EntityParent. (c) The Company has complied in all material respects with all applicable state and federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours, worker classification and collective bargaining. The Company has withheld and paid to the appropriate Governmental Entity or is holding for payment not yet due to such Governmental Entity all amounts required to be withheld from Employees and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing. (d) Each current and former employee, consultant and officer of the Company has executed an agreement with the Company regarding confidentiality and proprietary information substantially in the form or forms delivered to the Purchasers (the “Confidential Information Agreements”). No current or former employee, consultant or officer of the Company has excluded works or inventions from his or her assignment of inventions pursuant to such person’s Confidential Information Agreement. To the Knowledge of the Company no Person has claimed that any employee Company, none of any Company Entity its current or their Affiliates: (i) former employees, consultants or officers is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employees. (d) No Company Entity has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company EntityConfidential Information Agreement. (e) To the Knowledge of the Company, no Government has notified the Key Employee does not intend to terminate her employment with the Company or is otherwise likely to become unavailable to continue as the Key Employee, nor does the Company have a present intention to terminate the employment of its intent to conduct an audit the Key Employee. Except as required by law, upon termination of the employment of the Key Employee, no severance or other payments will become due. The Company has no policy, practice, plan or program of paying severance pay or any Company Entity’s affirmative action policies, wage hour pay and/or record retention policiesform of severance compensation in connection with the termination of employment services. (f) Each The Company Associate is a United States citizen has not made any representations regarding equity incentives to any officer, employee, director or is otherwise legally entitled to work consultant that are inconsistent with the share amounts and terms set forth in the United States. There are no minutes of meetings of the Company Associates that work in foreign countriesBoard. (g) Each former key employee whose employment was terminated by the Company has entered into an agreement with the Company providing for the full release of any claims against the Company or any related party arising out of such employment.

Employment Matters. (a) The Company To the knowledge of the Company, without inquiry or investigation, no employee or independent contractor has provided any plan or intention to terminate employment with the Parent Company. Schedule 4.15(a) contains a true and complete list of all persons employed by the Company, including the respective dates of hire of each, a description of material compensation arrangements (other than employee benefit plans set forth in Schedule 4.16), a list of other terms of any and all Company Associates who are employed or retained by the Company as of the date of this Agreementmaterial agreements affecting such persons, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home whether such person is classified as exempt or non-company office). The employment exempt, whether each such person is actively at work or on inactive or leave status, the reason for such inactive or leave status, the date the inactive or leave status started, and the anticipated date of Company Associate is terminable by the Company Entities at willsuch person’s return to work from such inactive or leave status. (b) To Except as set forth on Schedule 4.15(b), none of the Knowledge employees of the Company are party to or are bound by any agreement or commitment, or subject to any restriction, including agreements related to previous employment, containing confidentiality, non-compete or similar restrictive covenants, which now or in the future may adversely affect the business of the Company or the Surviving Entity or the performance by any of the Continuing Employees of their duties for the Surviving Entity. No employee of the Company is in default under any agreement set forth on Schedule 4.15(b) to which such employee is a party and no executive officer fact or key circumstance exists that, with notice, the passage of time or both, could constitute a default under any such agreement. No employee (which for this purpose shall mean a salaried exempt employee under of the Fair Labor Standards ActCompany party to an agreement set forth on Schedule 4.15(b) has provided written received any notice of termination default or alleged failure to comply with such agreement. The execution, delivery and performance of employment this Agreement by the Company does not and shall not conflict with, breach, violate or expressed his cause a default under any agreement, contract or her intention instrument to terminate employment with which any employee of the Company Entityis a party to or bound by or any judgment, order or decree to which any employee of the Company is subject. (c) To None of the Knowledge employees of the Company no Person has claimed that is represented by a labor union, and the Company is not subject to any employee of any Company Entity collective bargaining or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition similar agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and respect to any of its present employees. There is no labor dispute, strike, work stoppage or former employeesother labor trouble (including any organizational drive) against the Company pending or, to the knowledge of the Company, threatened. (d) No Company Entity has had any plant closingsNone of the Company, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior nor to the Effective Timeknowledge of the Company, any Company Associate, Government employee or any other Person with respect to the impact representative of the Transactions on the employment Company, has committed or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that engaged in any manner restricts any Company Entity from relocating, consolidating, merging or closing, unfair labor practice in whole or in part, any portion connection with the conduct of the business of any the Company, and there is no action, suit, claim, charge or complaint against the Company Entity. (e) To pending or, to the Knowledge knowledge of the Company, no Government has notified threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any employee of the Company Company, including charges of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policiesunfair labor practices or discrimination complaints. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Company has provided to the Parent Schedule 3.20(a) sets forth a true, complete and correct list of all Company Associates who are employed or retained personnel of Seller (including the title, department, location and hire date of each such personnel) and the total compensation (including salary, bonuses and incentive compensation) received by each such personnel with respect to the Company immediately preceding fiscal year of Seller, such personnel’s current compensation and the number of years of continuous service of each such personnel and the value of vacation time accrued but not taken by each such personnel as of the date hereof. Except as set forth in Schedule 3.20(a), no personnel of this Agreement, Seller is on a leave-of-absence and correctly reflects: (i) their dates no personnel of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home Seller has given notice to Seller to cancel or non-company office). The employment of Company Associate is terminable by the Company Entities at willotherwise terminate such person’s relationship with Seller. (b) To Except as set forth on Schedule 3.20(b), Seller has no current engagement with any Person as a consultant or independent contractor, and Seller is not party to any written agreement with any such consultants or independent contractors, in each case the Knowledge of the Company no executive officer or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of termination of employment which (x) requires the payment of any termination or expressed his other fees or her intention any other cost or expense or (y) would reasonably be expected to terminate employment with any Company Entityhave a Material Adverse Effect. (c) To the Knowledge of the Company no Person has claimed that any Each employee of Seller is employed on an at-will basis, and Seller is not party to any Company Entity or their Affiliates: agreement with any such employee (i) is in violation the termination of which requires the payment of any term of any employment Contract, patent disclosure agreement, noncompetition agreement termination or other fees or any restrictive covenant with such Person; other cost or expense or would reasonably be expected to have a Material Adverse Effect or (ii) which prohibits Purchaser from hiring such employee. Seller has disclosed not promised or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and represented to any of its present independent contractors, agents or former employeesother representatives that any of such Persons will be employed or engaged by or receive any particular benefits from Purchaser or any of its Affiliates on or after the Closing Date. (d) No Company Entity has had There is no collective bargaining agreement or union contract binding on Seller which covers its employees. Seller is under no obligation to negotiate any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person such agreement with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entitysuch individuals. (e) To Seller is in compliance with all applicable laws relating to the Knowledge employment of labor to the extent relating to the Business, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining and the payment of social security and other Taxes and unlawful discrimination and harassment. There are, and since December 31, 2010 there have been, no unfair labor practice charges or complaints, minimum wage or overtime or equal pay charges or complaints, occupational safety and health charges or complaints, wrongful discharge charges or complaints, employee grievances, discrimination claims or workers’ compensation claims pending against Seller, and, to Seller’s Knowledge, none have been threatened. No notice has been received by Seller since December 31, 2010 of the Companyintent of any federal, no Government has notified state, local or foreign agency responsible for the Company enforcement of its intent labor or employment laws to conduct an audit investigation of any Company EntitySeller, and, to Seller’s affirmative action policiesKnowledge, wage hour pay and/or record retention policiesno such investigation is in progress. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countriesoutstanding orders or charges against Seller relating to the Business or the Purchased Assets under any occupational health or safety legislation and, to Seller’s Knowledge, none have been threatened. All material levies, assessments and penalties made against Seller related to the Business pursuant to all applicable workers compensation legislation as of the date hereof have been paid by Seller and Seller has not been reassessed under any such legislation.

Employment Matters. (a) The Company has provided to the Parent Seller is not a list of all Company Associates who are employed party to, bound by, any collective bargaining or retained by the Company as other agreement with a labor organization representing any of the date of this AgreementEmployees. During the past five years, and correctly reflects: there has been no request for collective bargaining or for an employee election from any employee, union, or the National Labor Relations Board. During the past five years, there has been no (i) their dates unfair labor practice complaint against the Business pending or threatened before the National Labor Relations Board or the United States Department of employment; Labor, (ii) their positions; question concerning representation raised or threatened respecting the employees of the Business, or (iii) their base salaries and (iv) grievance or arbitration Action pending or threatened against Seller related to the location Business. Neither the Seller nor any of their office (including home its predecessors has experienced any labor strike, dispute, slowdown or non-company office)stoppage or any other material labor difficulty with respect to the Business and, to the Sellers’ Knowledge, there are no facts or circumstances that might lead to any such labor dispute. The Seller is not a party to or bound by any employment contract, independent contractor agreement, consultation agreement or other similar type of Company Associate is terminable by Contract with respect to the Company Entities at willBusiness. (b) To the Knowledge Section 4.16(b) of the Company no executive officer or key employee (which Disclosure Schedules sets forth, to the extent applicable, as of the Closing Date, for this purpose shall mean each employee, consultant, officer, independent contractor and director of the Seller that works solely in the Business, a salaried exempt employee under the Fair Labor Standards Act) has provided written notice true, correct and complete list of termination of employment or expressed his or her intention her: (i) name; (ii) title; (iii) location; (iv) date of hire; and (v) exempt/non-exempt status under applicable wage and hour laws. As of the date hereof, all compensation, including wages, commissions and bonuses payable to terminate employment all employees, independent contractors or consultants of the Seller for services performed on or prior to the date hereof on behalf of the Business have been paid in full or accrued, and there are no outstanding agreements, understandings or commitments of Seller with respect to any Company Entitycompensation, commissions or bonuses. (c) To the Knowledge Seller’s Knowledge, no employee, consultant, or independent contractor of the Company no Person has claimed that any employee of any Company Entity Business intends to terminate his or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the her employment relationship between such Person and any of its present or former employeesengagement with the Seller. (d) No Company Entity has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person with With respect to the impact Employees, the Seller has at all times since January 1, 2017 complied in all material respects with all Laws relating to employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, sexual harassment, immigration, wages, hours, meal and rest period, paid sick leave, privacy, leaves of absence, benefits, collective bargaining and similar requirements, the Transactions on the employment or retention payment of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocatingsocial security and similar Taxes, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entityand occupational safety and health. (e) To The representations and warranties set forth in this Section 4.16 are the Knowledge of the Company, no Government has notified the Company of its intent to conduct an audit of any Company EntitySeller’s affirmative action policies, wage hour pay and/or record retention policiessole and exclusive representations and warranties regarding Employment Matters. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Company has provided to the Parent a list of all Company Associates who are employed or retained by the Company as None of the date of this AgreementCompanies has, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home or non-company office)has previously had, any employees. The employment Companies’ past and current workforce at the Real Property has been and at all times continues to be comprised solely of Company Associate is terminable those workers who have been supplied to it by SCO (such employees, the Company Entities at will“Property Employees”). (b) To the Knowledge SCO is party to a collective bargaining agreement set forth in Section 4.5(b) of the Company no executive officer or key employee Sellers’ Disclosure Schedule, applicable to certain Property Employees who work at the facility located at 000 Xxxxxxxxxx Xxxx, Xxxxxxxx, XX 00000 (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of termination of employment or expressed his or her intention to terminate employment with any Company Entity“Collective Bargaining Agreement”). (c) To Except as set forth on Section 4.5(c) of the Sellers’ Disclosure Schedule, with regard to the Property Employees, during the past three (3) years and currently (a) the Sellers and SCO have been and are currently in material compliance with all Laws and other obligations respecting employment and employment practices and terms and conditions of employment, including all minimum wage and overtime Laws and wage payment Laws, employee notification, leave, affirmative action, child labor, immigration, employment discrimination, disability rights or benefits Laws, and labor Laws, and have not received any notice of an investigation, charge, citation, penalty, or assessment from any Governmental Entity with respect to such labor and employment Laws, and have not, and are not, engaged in any unfair labor practice, (b) no charge or complaint or labor arbitration proceeding has been filed or pending against Seller or SCO regarding any labor and employment Laws, (c) there have been and there are currently no labor strike(s), dispute(s), slowdown(s), or work stoppage(s) pending or, to the Knowledge of the Company Sellers, threatened against or involving Seller or SCO, (d) neither Seller nor SCO has breached or is in breach of a collective bargaining agreement or other contract, agreement, arrangement or understanding with a union, labor organization, or other entity purporting to represent employees, and (e) no Person has claimed that any employee material claim, charge, or complaint regarding or on behalf of any Company Property Employee or related to any employment practice of Seller or SCO, whether internally or otherwise, has been asserted or is pending, or, to the Knowledge of the Companies, has been threatened against Seller or SCO. Seller and/or SCO have properly completed all reporting and verification requirements pursuant to Law relating to immigration control for all of the Property Employees including the Form I-9. Seller and/or SCO have retained for each current Property Employee the Form I-9 throughout such employee’s period of employment with SCO and have retained a Form I-9 for each former Property Employee for a period of one (1) year from the date of termination of such Property Employee or three (3) years from the date of hire, whichever is later. Neither Seller nor SCO have received any notice from any Governmental Entity or their Affiliates: (i) is that Seller and/or SCO are in violation of any term of Law pertaining to immigration control or that any employment Contract, patent disclosure agreement, noncompetition agreement current or any restrictive covenant with such Person; (ii) has disclosed former Property Employee is or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered was not legally authorized to be employed in the employment relationship between such Person United States or is or was using an invalid social security number and any there is no pending, or to the Knowledge of its present Seller or former employeesSCO threatened, charge or complaint under the Immigration Reform and Control Act of 1986 against Seller. (d) No Company Entity has had any plant closingsFor purposes of this Agreement, mass layoffs “Employee Benefit Plan” means each employment, retirement, pension, deferred compensation, medical, dental, disability, life, severance, vacation, incentive bonus, equity‑based compensation, stock purchase plan or other terminations compensation or benefit plan, program, agreement or arrangement (whether or not an “employee benefit plan” within the meaning of employees that have created Section 3(3) of ERISA). Section 4.5(d) of the Sellers’ Disclosure Schedule contains a true and complete list of each material Employee Benefit Plan sponsored or maintained by SCO or its Affiliates as of the date hereof (other than the Companies) in which any unsatisfied obligations upon Property Employee or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act dependent of any Property Employee is eligible to participate or similar laws. No Company Entity to which SCO or its Affiliates contributes or is obligated to contribute relating to such Property Employees or has any obligation under applicable Law actual or under any Contract to notify contingent liability (each, whether or consult withnot material, prior to a “Company Benefit Plan”). Except for the Effective TimeMultiemployer Plan, any no Company Associate, Government or any other Person with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity Benefit Plan that is a party pension plan (within the meaning of Section 3(2) of ERISA (whether or not subject to any Contract ERISA)) constitutes a “multiemployer plan” (within the meaning of Section 3(37) of ERISA) or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entity. (e) To the Knowledge of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policies. (f) Each Company Associate otherwise is a United States citizen or is otherwise legally entitled defined benefit pension plan (including any plan subject to work in the United States. There are no Company Associates that work in foreign countriesTitle IV of ERISA).

Employment Matters. (a) The Company and its Subsidiaries are in material compliance with all federal, state, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours, as applicable. The Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, Contract, commitment or arrangement with any labor union, and since December 31, 2005 no labor union has provided requested or, to the Parent a list Company’s knowledge, has sought to represent any of all Company Associates who are employed the employees, representatives or retained by agents of the Company. There is no strike or other labor dispute involving the Company as pending, or to the Company’s knowledge, threatened nor is the Company aware of any labor organization activity involving its employees. The Company is not aware that any executive officer or key employee, intends to terminate their employment with the Company, nor does the Company have a present intention to terminate the employment of any of the date of this Agreement, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at willforegoing. (b) To the Knowledge All material employee benefit plans covering current or former officers, directors, employees of the Company no executive officer or key its Subsidiaries or current or former independent contractors or consultants of the Company or its Subsidiaries, or under which there is a financial obligation of the Company or any of its Subsidiaries, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (which for this purpose shall mean a salaried exempt “ERISA”), whether or not subject to ERISA, and deferred compensation, stock option, stock purchase, stock appreciation rights, other stock or stock-based, incentive and bonus, employment, retention, consulting, change in control, salary continuation, termination or severance plan, program, policy, practice, arrangement or agreement (the “Company Benefits Plans”), have been established and administered in accordance with their respective terms, and in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. All contributions (including all employer contributions and employee salary reduction contributions) required to have been made under any of the Fair Labor Standards Act) has provided written notice of termination of employment Company Benefit Plans to any funds or expressed his trusts established thereunder or her intention to terminate employment with any Company Entityin connection therewith have been made by the due date thereof. (c) To Except for such matters that would not, individually or in the Knowledge of aggregate, be reasonably expected to have a Material Adverse Effect: (1) neither the Company no Person has claimed that any employee of any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and nor any of its present Subsidiaries has engaged in a transaction that, assuming the taxable period of such transaction expired as of the date hereof, could subject the Company or former employees. (dany of its Subsidiaries to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) No Company Entity has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government ERISA or any other Person similar provision of non-U.S. law; (2) neither the Company nor any of its Subsidiaries has or is expected to incur any liability under Title IV of ERISA with respect to any “single-employer plan”, within the impact meaning of Section 4001(a)(15) of ERISA, any Multiemployer Plan or any “multiple employer plan”, within the meaning of Section 4063/4064 of ERISA or Section 413(c) of the Transactions on Code, in each case currently or formerly maintained or contributed to by any of them or any other entity which is considered one employer with the employment Company under Section 4001 of ERISA or retention Section 414 of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entity.Code (an “ERISA Affiliate”); and (e3) To the Knowledge none of the Company, no Government has notified the Company its Subsidiaries or any ERISA Affiliate have any unsatisfied withdrawal liability with respect to a Multiemployer Plan under Subtitle E of its intent to conduct an audit Title IV of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policiesERISA. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Company has provided made available to the Parent a list of all Company Associates who are employed or retained by the Company as of the date of this Agreement, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home or non-company office). The employment of all Company Associate Associates is terminable by the Company Entities at will. (b) To the Knowledge of the Company no executive officer or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of termination of employment or expressed his or her intention to terminate employment with any Company Entity. (c) To the Knowledge of the Company no Person has claimed that any employee of any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employees. (d) No Company Entity has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entity. (e) To the Knowledge of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policies. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Company and its Subsidiaries are in material compliance with all federal, state, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours, as applicable. The Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, Contract, commitment or arrangement with any labor union, and no labor union has provided requested or, to the Parent a list Company’s knowledge, has sought to represent any of all Company Associates who are employed the employees, representatives or retained by agents of the Company. There is no strike or other labor dispute involving the Company as pending, or to the Company’s knowledge, threatened nor is the Company aware of any labor organization activity involving its employees. The Company is not aware that any officer or key employee, or that any group of officers or key employees, intends to terminate their employment with the Company, nor does the Company have a present intention to terminate the employment of any of the date of this Agreement, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at willforegoing. (b) To the Knowledge All material employee benefit plans covering current or former officers, directors, employees of the Company no executive officer or key its Subsidiaries or current or former independent contractors or consultants of the Company or its Subsidiaries, or under which there is a financial obligation of the Company or any of its Subsidiaries, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (which for this purpose shall mean a salaried exempt “ERISA”), whether or not subject to ERISA, and deferred compensation, stock option, stock purchase, stock appreciation rights, other stock or stock-based, incentive and bonus, employment, retention, consulting, change in control, salary continuation, termination or severance plan, program, policy, practice, arrangement or agreement (the “Company Benefits Plans”), have been established and administered in accordance with their respective terms, and in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. All contributions (including all employer contributions and employee salary reduction contributions) required to have been made under any of the Fair Labor Standards Act) has provided written notice of termination of employment Company Benefit Plans to any funds or expressed his trusts established thereunder or her intention to terminate employment with any Company Entityin connection therewith have been made by the due date thereof. (c) To Except for such matters that would not, individually or in the Knowledge of aggregate, be reasonably expected to have a Material Adverse Effect: (1) neither the Company no Person has claimed that any employee of any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and nor any of its present Subsidiaries has engaged in a transaction that, assuming the taxable period of such transaction expired as of the date hereof, could subject the Company or former employees. (dany of its Subsidiaries to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) No Company Entity has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government ERISA or any other Person similar provision of non-U.S. law; (2) neither the Company nor any of its Subsidiaries has or is expected to incur any liability under Title IV of ERISA with respect to any “single-employer plan”, within the impact meaning of Section 4001(a)(15) of ERISA, any Multiemployer Plan or any “multiple employer plan”, within the meaning of Section 4063/4064 of ERISA or Section 413(c) of the Transactions on Code, in each case currently or formerly maintained or contributed to by any of them or any other entity which is considered one employer with the employment Company under Section 4001 of ERISA or retention Section 414 of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entity.Code (an “ERISA Affiliate”); and (e3) To the Knowledge none of the Company, no Government has notified the Company its Subsidiaries or any ERISA Affiliate have any unsatisfied withdrawal liability with respect to a Multiemployer Plan under Subtitle E of its intent to conduct an audit Title IV of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policiesERISA. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Company has provided to the Parent a list of all Company Associates who are employed or retained by the Company as of the date of this Agreement, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) Neither the location of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at will. (b) To the Knowledge of the Company no executive officer or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of termination of employment or expressed his or her intention to terminate employment with any Company Entity. (c) To the Knowledge of the Company no Person has claimed that any employee of any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employees. (d) No Company Entity has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity Corporation nor DGP is a party to any Contract written employment, service or arrangement that pension agreement, benefit plan or collective agreement relating to the Business except as described in any manner restricts any Company Entity from relocating, consolidating, merging or closing, the definition of Employment Plans set out in whole or in part, any portion of the business of any Company EntitySchedule 1.1 and Schedule 4.1(y). (eii) To All individuals currently, and heretofore, engaged and remunerated by the Knowledge Corporation or DGP, on behalf of whom the Corporation or DGP withholds tax at source, is an employee within the meaning of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policiesTax Act. (fiii) Each Company Associate The individuals listed on Schedule 4.1(y) hereto are the only employees and consultants of the Corporation and DGP on the Closing Date. The hire date, salary and bonuses for the past three (3) years and title of each employee and consultant is a United States citizen set out on Schedule 4.1(y). (iv) The Corporation and DGP have satisfied all of its obligations and liabilities to its employees and former employees arising out of their employment under the Employment Standards Act (Ontario), including those with respect to any and all lay-offs and terminations of any employees. (v) Neither the Corporation nor DGP has made and is not otherwise bound by any Contracts with any labour union or employee association. (vi) Neither the Corporation nor DGP has Contracts nor is it bound or otherwise legally entitled liable under any Contracts for the payment of any bonus, work incentive, profit sharing, savings, retirement, deferred compensation, stock option, stock purchase, pension, hospitalization, medical, dental, vision care, drug, sick leave, life insurance, weekly indemnity, long term disability, supplemental unemployment benefit, legal assistance, or any other sort or type of benefit or insurance plan, whether self-insured or otherwise, except for the Employee Plans. All Employee Plans are in good standing, have been administered in accordance with their terms and Applicable Laws and, in each case, the Corporation and DGP has paid all premiums owing pursuant to work in such Employee Plans. At the United States. Time of Closing, all pension plans and retiring allowances of the Corporation and DGP will be fully funded. (vii) No notice has been received by either the Corporation or DGP of any complaints filed by any of the employees against the Corporation claiming that the Corporation has violated any Employment Law. (viii) There are no Company Associates that work in foreign countriesactual or threatened actions for wrongful dismissal involving any former employee of the Corporation or DGP.

Employment Matters. (a) The Company has provided to the Parent a list of all Company Associates who are employed or retained by the Company as of the date of this Agreement, and correctly reflects: (i) their dates of There are no employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home , management or non-company office). The employment of Company Associate is terminable by the Company Entities at will. (b) To the Knowledge of the Company no executive officer consulting agreements, understandings or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of termination of employment or expressed his or her intention to terminate employment with any Company Entity. (c) To the Knowledge of the Company no Person has claimed that any employee of any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship contracts between such Person Ameridial and any of its present or former employees. (d) No Company Entity has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person person including with respect to the impact payment of any bonuses or incentives. (ii) There is neither pending nor threatened any labor dispute, strike or work stoppage involving employees of Ameridial which affects or which may affect its business or which may interfere with its continued operations. There are no union organization efforts relating to employees of Ameridial or any representation question involving recognition as a collective bargaining agent for any employees of Ameridial. Ameridial has not been charged with any violation, nor to the Transactions on best of Ameridial's knowledge is Ameridial under investigation with respect to, any charge by the National Labor Relations Board, the Equal Employment Opportunity Commission, the Immigration and Naturalization Service, the Department of Labor, the Occupational Safety and Health Review Commission, the Internal Revenue Service, the Pension Benefit Guaranty Corporation, any municipal human rights agencies, any wage and hour authority or any other government agency, federal, state or local, concerning any potential or alleged violation of state, federal or other applicable law or administrative regulations, and Ameridial has not been threatened with any such charge or investigation or lawsuit. To the best of Ameridial's knowledge, no wrongful discharge, breach of implied contract, discrimination, wage and hour, workers' compensation, unemployment or similar employment litigation by any person or entity or agency, under any statute, code, law or ordinance, or based upon any common law right or other right arising in law or equity, is pending or threatened against Ameridial, nor does any basis therefor exist which could give rise to a claim which could have a material adverse effect. (iii) Ameridial has complied with all laws, regulations, wage orders and other administrative rulings or orders regarding employment and employment practices and wages and hours applicable to the operation of its assets, including, but not limited to, all requirements and regulations under the Immigration Reform and Control Act of 1986 ("IRCA"), concerning review, collection and retention of evidence of ability to live and work lawfully in the current Company Associates or United States (including, but not limited to "I-9" forms), and the compensation or benefits provided Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), concerning notice of right and opportunity to the current Company Associatescontinue group health insurance coverage, if any, at favorable rates. No Company Entity Ameridial is not a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entitycollective bargaining agreements and its relations with its employees are satisfactory. (eiv) To the Knowledge Ameridial has not received any oral or written notice of the Company, no Government has notified the Company of its intent to conduct an audit violation of any Company Entity’s affirmative action policieslaw, wage hour pay and/or record retention policiesdecree, order or regulation applicable to it, including, without limitation, those relating to employment practices (such as discrimination, health and safety), including, without limitation, the federal Occupational Safety and Health Act of 1970, as amended, and any similar state legislation regulations, and environmental protection (such as air, water and noise pollution) under any environmental laws. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (ai) The Company has provided to the Parent a list of all Company Associates who are employed or retained by the Company Schedule 3.2(ff) discloses, as of the date of this Agreement: A. the names of all employees of the Corporation; B. their position/title; C. their status (i.e. full time, part time, temporary, casual, seasonal, co-op student); D. their total annual remuneration, including a breakdown of (1) base salary, (2) bonus or other incentive compensation, if any; and (3) severance or change of control payments; E. their hire date; and F. whether any employees are on any approved or statutory leave of absence, and correctly reflects: (i) their dates if so, the reason for such absence and the expected date of employment; return. (ii) their positions; The Corporation is in compliance with all Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and to the knowledge of the Principal Vendors, has not and is not engaged in any unfair labour practice. As of the date of this Agreement, no written notice has been received by the Corporation or the Vendors notifying the Corporation that the Corporation has engaged in, or is engaging in, any unfair labour practice. (iii) their base salaries and (iv) the location of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at will. (b) To the Knowledge As of the Company date of this Agreement, no executive officer unfair labour practice complaint against the Corporation is pending before any labour relations board or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of termination of employment or expressed his or her intention to terminate employment with any Company similar Governmental Entity. (civ) To the Knowledge Except as disclosed in Schedule 3.2(ff), there are no written employment Contracts with any directors, officers or employees of the Company no Person has claimed that any employee of any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employeesCorporation. (dv) No Company Entity has had any plant closingsExcept as disclosed in Schedule 3.2(ff), mass layoffs no employee, officer, director, agent, consultant or other terminations advisor of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity Corporation has any obligation agreement binding upon the Corporation to the effect that the length of notice of termination or severance or termination payment required to terminate his or her employment or retainer or any combination thereof or any entitlement upon the completion of the transactions contemplated by this Agreement or as a result of any other change of control of the Corporation, is other than such as results under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person with respect to the impact Law. All of the Transactions on the employment or retention employees of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company EntityCorporation can be terminated on adequate notice at common law. (evi) To No officer or Key Employee, or any group of Key Employees, has given notice, oral or written, of an intention to cease being employed with the Knowledge of Corporation, and the Company, no Government has notified Corporation does not intend to terminate the Company of its intent to conduct an audit employment of any Company Entity’s affirmative action policiesofficer, wage hour pay and/or record retention policiesKey Employee or group of Key Employees. (fvii) Each Company Associate The Corporation has paid in full all amounts owing to employees under the Employment Standards Act (Ontario), and there are no claims or, to the knowledge of the Principal Vendors, potential claims against the Corporation by former employees for wrongful dismissal. (viii) All vacation pay for employees of the Corporation is a United States citizen or is otherwise legally entitled to work properly reflected and accrued in the United States. There books and accounts of the Corporation. (ix) The Corporation is in compliance with applicable workers’ compensation Laws made pursuant thereto and there are no Company Associates that work in foreign countriesoutstanding assessments, levies or penalties thereunder.

Employment Matters. (a) The Company and its Subsidiaries are in material compliance with all federal, state, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours, as applicable. The Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, Contract, commitment or arrangement with any labor union, and no labor union has provided requested or, to the Parent a list Company’s knowledge, has sought to represent any of all Company Associates who are employed the employees, representatives or retained by agents of the Company. There is no strike or other labor dispute involving the Company as pending, or to the Company’s knowledge, threatened nor is the Company aware of any labor organization activity involving its employees. The Company is not aware that any officer or key employee, or that any group of officers or key employees, intends to terminate their employment with the Company, nor does the Company have a present intention to terminate the employment of any of the date of this Agreement, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at willforegoing. (b) To the Knowledge All material employee benefit plans covering current or former officers, directors, employees of the Company no executive officer or key its Subsidiaries or current or former independent contractors or consultants of the Company or its Subsidiaries, or under which there is a financial obligation of the Company or any of its Subsidiaries, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (which for this purpose shall mean a salaried exempt “ERISA”), whether or not subject to ERISA, and deferred compensation, stock option, stock purchase, stock appreciation rights, other stock or stock-based, incentive and bonus, employment, retention, consulting, change in control, salary continuation, termination or severance plan, program, policy, practice, arrangement or agreement (the “Company Benefit Plans”), have been established and administered in accordance with their respective terms, and in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. All contributions (including all employer contributions and employee salary reduction contributions) required to have been made under any of the Fair Labor Standards Act) has provided written notice of termination of employment Company Benefit Plans to any funds or expressed his trusts established thereunder or her intention to terminate employment with any Company Entityin connection therewith have been made by the due date thereof. (c) To Except for such matters that would not, individually or in the Knowledge of aggregate, be reasonably expected to have a Material Adverse Effect: (1) neither the Company no Person has claimed that any employee of any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and nor any of its present Subsidiaries has engaged in a transaction that, assuming the taxable period of such transaction expired as of the date hereof, could subject the Company or former employees. (dany of its Subsidiaries to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) No Company Entity has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government ERISA or any other Person similar provision of non-U.S. law; (2) neither the Company nor any of its Subsidiaries has or is expected to incur any liability under Title IV of ERISA with respect to any “single-employer plan”, within the impact meaning of Section 4001(a)(15) of ERISA, any Multiemployer Plan or any “multiple employer plan”, within the meaning of Section 4063/4064 of ERISA or Section 413(c) of the Transactions on Code, in each case currently or formerly maintained or contributed to by any of them or any other entity which is considered one employer with the employment Company under Section 4001 of ERISA or retention Section 414 of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entity.Code (an “ERISA Affiliate”); and (e3) To the Knowledge none of the Company, no Government has notified the Company its Subsidiaries or any ERISA Affiliate have any unsatisfied withdrawal liability with respect to a Multiemployer Plan under Subtitle E of its intent to conduct an audit Title IV of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policiesERISA. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Company has provided to Section 3.18(a) of the Parent Disclosure Schedules contains a list of all Company Associates persons who are employed employees, independent contractors or retained by consultants of the Company as of the date of this Agreementhereof, and correctly reflectssets forth for each such individual the following: (i) their dates of employmentname; (ii) their positionstitle or position (including whether full or part time); (iii) their base salaries and hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the location fringe benefits provided to each such individual as of their office (the date hereof. As of the date hereof, all compensation, including home wages, commissions and bonuses, payable to employees, independent contractors or non-company office). The employment consultants of Company Associate is terminable by the Company Entities at willfor services performed on or prior to the date hereof have been paid in full (or accrued in full on the balance sheet provided to Parent). (b) To The Company is not, and has never been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has never been, any Union representing or purporting to represent any employee of the Company, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor, to the Knowledge of the Company, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Company no executive officer or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice any of termination of employment or expressed his or her intention to terminate employment with any Company Entityits employees. (c) To the Knowledge of the Company, there are no Actions against the Company no Person has claimed that pending or threatened to be brought or filed, by or with any employee Governmental Authority or arbitrator in connection with the employment of any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present current or former employees. (d) No Company Entity has had any plant closingsapplicant, mass layoffs employee, consultant, volunteer, intern or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entity. (e) To the Knowledge independent contractor of the Company, no Government has notified the Company of its intent including, without limitation, any claim relating to conduct an audit of any Company Entity’s affirmative action policiesunfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage hour pay and/or record retention policiesand hours or any other employment related matter arising under applicable Laws. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) to the Company's knowledge, none of its employees, consultants or independent contractors is subject to any contract (including licenses, covenants or commitments of any nature) or other agreement, or any judgment, decree or order of any court or administrative agency, or any other restriction that would interfere with such person's use of his or her best efforts to carry out his or her duties for the Company or promote the interests of the Company or that would conflict with the Company's business as conducted or as proposed to be conducted. Neither the carrying on of the Company's business by the employees, consultants or independent contractors of the Company, nor the conduct of the Company's business as now conducted and as presently proposed to be conducted, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee, consultant or independent contractor, as the case may be, is now obligated. The Company has provided does not believe it is or will be necessary to utilize any inventions of any employees of the Parent a list of all Company Associates who are employed (or retained persons the Company currently intends to hire) made prior to their employment by the Company as of the date of this Agreement, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at will.Company; (b) To to the Knowledge Company's knowledge, no Key Employee intends to terminate his or her employment with the Company or is otherwise likely to become unavailable to continue as a Key Employee, nor does the Company have a present intention to terminate the employment of any of the foregoing. Each officer and Key Employee of the Company is currently devoting all of his or her required business time to the conduct of the Company's business. The Company is not aware that any of its officers or Key Employees is planning to work less than the agreed upon amount of time for the Company in the future. Other than as required by applicable law, the Company has no executive officer policy, practice, plan or key employee (which for this purpose shall mean a salaried exempt employee under program of paying severance pay or any form of severance compensation in connection with the Fair Labor Standards Act) has provided written notice of termination of employment or expressed his or her intention to terminate employment with any Company Entity.services; (c) To the Knowledge Company's knowledge, none of the Key Employees or directors of the Company no Person has claimed that been (A) subject to voluntary or involuntary petition under the federal bankruptcy laws or any employee state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for his business or property, (B) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses), (C) subject to any order, judgment, or decree (not subsequently reversed, suspended, or vacated) of any Company Entity court of competent jurisdiction permanently or their Affiliates: temporarily enjoining him or her, from engaging, or otherwise imposing limits or conditions on his or her engagement in any type of business or acting as an officer or director of a public company, or (iD) is found by a court of competent jurisdiction in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement a civil action or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has by a Securities Commission to have violated any non-discrimination law federal or (iv) state securities, commodities, or unfair trade practices law, which such judgment or finding has interfered in the employment relationship between such Person and any of its present not been subsequently reversed, suspended, or former employees.vacated; (d) No each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Company Entity for the benefit of any current or former director, officer, employee or consultant of the Company (the "Employee Plans") has had been maintained in compliance with its terms and with the requirements prescribed by any plant closingsand all statutes, mass layoffs or other terminations of employees orders, rules and regulations that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment are applicable to such Employee Plans, in each case in all material respects and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior been publicly disclosed to the Effective Timeextent required by Applicable Securities Laws; (e) all material accruals for unpaid vacation pay, premiums for employment insurance, health premiums, federal or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in the books and records of the Company or the Material Subsidiaries; and (f) there has never been, there is not currently and the Company does not anticipate any Company Associate, Government or any other Person labour disruption with respect to the impact employees or consultants of the Transactions on Company which is adversely affecting or could adversely affect the employment or retention plans of the current Company Associates or the compensation Material Subsidiaries or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion carrying on of the business of any Company Entity. (e) To the Knowledge of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policiesor the Material Subsidiaries. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Company has provided to Except as disclosed in the Parent a list of all Company Associates who are employed or retained by the Company as of the date of this AgreementDisclosure Letter, and correctly reflects: (i) their dates neither Company nor its Subsidiaries is a party to any written employment, engagement or similar written agreement with any director, officer, employee, independent contractor or consultant of employment; Company or any of its Subsidiaries, (ii) their positions; the terms and conditions of the agreements set forth in Section 24 of the Disclosure Letter are not materially different than the terms and conditions in the applicable standard form agreement attached to the Disclosure Letter, (iii) their base salaries no person is a party to or a participant in any agreement, arrangement, plan, obligation or understanding providing for notice, severance or termination or other payments in connection with the termination of the employment or engagement of, or resignation of, any director, officer or employee of, or independent contractor or consultant to, Company or its Subsidiaries, except pursuant to applicable Law, and (iv) the location of their office (including home or non-company office). The employment no person will, as a result of Company Associate is terminable completing the Contemplated Transactions (either alone or upon the occurrence of any subsequent termination of employment or other event), become entitled to (A) any material retirement, termination, severance, bonus or other similar payment or benefit (or any increase therein), or (B) the forgiveness or postponement of any indebtedness owing by the such person to Company Entities at willor any of its Subsidiaries. (b) Except as disclosed in the Disclosure Letter, Company and its Subsidiaries are in material compliance with all Laws respecting employment and employment practices, including employment standards laws as well as laws relating to human rights, occupational health and safety, workplace safety and insurance, labour relations and pay equity and has not and is not engaged in any unfair labour practice. To the Knowledge knowledge of the Company, each independent contractor has been properly classified as an independent contractor and neither Company no executive officer or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) nor its Subsidiaries has provided written received any notice of termination of employment or expressed his or her intention to terminate employment with any Company Entityfrom an Governmental Entity disputing such classification. (c) To the Knowledge of the Company no Person has claimed that any employee of any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered Except as provided in the employment relationship between such Person and Disclosure Letter, none of Company or any of its present Subsidiaries is subject to any claim for wrongful dismissal, constructive dismissal or former employeesany other tort claim, actual or, to the knowledge of Company, threatened, or any litigation actual, or to the knowledge of Company, threatened relating to employment or termination of employment or employees or independent contractors. To the knowledge of the Company, no event has occurred or circumstance exists which could reasonably be expected to give rise to or serve as a valid basis for the commencement of any such action, suit, investigation, arbitration, administrative proceeding or other proceedings by or against the Company or any of its Subsidiaries in respect of employment matters. (d) No Neither Company Entity has had nor any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity its Subsidiaries is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocatingbound by, consolidating, merging either directly or closing, in whole or in partby operation of law, any portion collective bargaining agreement, labour contract, letter of understanding, letter of intent, voluntary recognition agreement or legally binding commitment with or to, as applicable, any labour union, trade union or employee organization or group which may qualify as a trade union, affecting directors, officers, employees, independent contractors or consultants of Company or any of its Subsidiaries. To the knowledge of Company, neither Company nor any of its Subsidiaries is subject to any application for certification or threatened or apparent union-organizing campaign and there are no current, pending or, to the knowledge of Company, threatened strikes, lockouts or other labour disputes or disruptions at Company or at any of its Subsidiaries. To the knowledge of Company, there are no successor or related employer applications and there are no employee associations, retiree associations, voluntary recognized or certified unions or analogous organizations authorized to represent any of the business employees of any Company Entityof its Subsidiaries. (e) A true and complete list of all employees, agents, independent contractors and any other persons who are receiving remuneration for work or services provided to Company or any Subsidiary of Company and the employer, position, status, length of service, location of employment, works or services, and compensation of each employee and the terms on which each other person who is providing work or services to Company or any Subsidiary of Company is engaged has been provided to Purchaser. Except as set out in the list provided to Purchaser, no employee of Company or any of its Subsidiaries is on long- term disability leave, receiving benefits pursuant to workers compensation legislation or is otherwise an inactive employee. (f) No Benefit Plan is a “registered pension plan” as that term is defined in subsection 248(1) of the Tax Act. (g) Each Benefit Plan has been established, administered, registered (where required), and maintained, in all material respects, in accordance with applicable Laws, and in accordance with its terms. (h) In all material respects, all contributions, premiums or Taxes required to be made or paid by the Company and its Subsidiaries by applicable Laws or under the terms of each Benefit Plan have been made in a timely fashion in accordance with applicable Laws and the terms of such Benefit Plan. (i) To the Knowledge knowledge of the Company, no Government has notified Benefit Plan is subject to any action initiated by any Governmental Entity, or by any other party (other than routine claims for benefits) which, if adversely determined, would reasonably be expected to have, individually or in the aggregate, a Material Adverse Change on Company of and its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policiesSubsidiaries (taken as a whole). (fj) Each Company Associate is a United States citizen or is otherwise legally entitled to work Except as provided in the United States. There are no Disclosure Letter, the execution, delivery and performance of this Agreement and the consummation of the Arrangement will not (A) result in any material payment (including bonus, golden parachute, retirement, severance, unemployment compensation, or other benefit or enhanced benefit) becoming due or payable to any of Company Associates that work or its Subsidiaries’ employees, agents, independent and/or dependent contractors, (B) materially increase the compensation or benefits otherwise payable under any Benefit Plan or (C) result in foreign countriesthe acceleration of the time of payment or vesting of any material benefits or entitlement otherwise available pursuant to any Benefit Plan (except for outstanding Options).

Employment Matters. (a) The Company has provided to the Parent Made Available a complete and accurate list of all Company Associates who are persons employed or retained by the Company or any Company Subsidiary as of the date of this Agreement (the “Employees”) (including any person who has accepted an offer of employment but has not yet commenced employment with the Company or any Company Subsidiary). (b) With respect to the Employees, (i) as of the date of this Agreement there are no, and during the three (3) years prior to the date of this Agreement (the “Applicable Period”) there have not been, any formal or informal grievances, complaints, charges, litigation, governmental audits or investigations, court orders, decrees, injunctions, judgments or private settlement contracts with respect to employment or labor matters (including allegations of employment discrimination, retaliation, noncompliance with wage and hour laws or unfair labor practices) pending, threatened or resolved against the Company or any Company Subsidiary before the U.S. Equal Employment Opportunity Commission, any other Governmental Authority responsible for the prevention of unlawful employment practices, or in any other judicial, regulatory, administrative or arbitral forum; (ii) the Company and each Company Subsidiary is as of the date of this Agreement, and correctly reflects: (i) their dates throughout the Applicable Period has been, in compliance with all Laws respecting labor and employment matters, including with respect to fair employment practices, workplace safety and health, contractor classification, work authorization and immigration, unemployment compensation, workers’ compensation, affirmative action, terms and conditions of employment; (ii) their positions, employee leaves of absence and wages and hours, including payment of minimum wages and overtime; (iii) their base salaries and neither the Company nor any Company Subsidiary is delinquent in payments to any Employees for any services performed for it or for expenses to be reimbursed; (iv) at no time during the location of their office (including home or non-company office). The employment of Company Associate is terminable by Applicable Period has the Company Entities at will. (b) To the Knowledge of the or any Company no executive officer or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided Subsidiary received written notice of termination of employment or expressed his or her intention to terminate employment with any Company Entity. (c) To the Knowledge of the Company no Person has claimed that any employee intent of any Company Entity Governmental Authority responsible for the enforcement of labor or their Affiliates: (i) is in violation of employment Laws to conduct any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employees. (d) No Company Entity has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person investigation with respect to the impact Company, any Company Subsidiary or any of the Transactions on Employees; (v) during the employment or retention Applicable Period through the date of this Agreement, neither the current Company Associates or the compensation or benefits provided to the current nor any Company Associates. No Company Entity is Subsidiary has been a party to or otherwise bound by any Contract consent decree with or arrangement that in citation by any manner restricts Governmental Authority relating to employees or employment practices; (vi) during the Applicable Period neither the Company nor any Company Entity from relocatingSubsidiary has experienced a “plant closing” or “mass layoff” as defined in the WARN Act; and (vii) during the ninety (90) day period preceding the date of this Agreement, consolidating, merging no individual has experienced an “employment loss” as defined in the WARN Act with respect to the Company or closing, in whole or in part, any portion of the business of any Company EntitySubsidiary. (e) To the Knowledge of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policies. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Company has provided to Section 4.16 of the Parent a list Disclosure Schedule sets forth, for each employee, officer and independent contractor of all Company Associates who are employed or retained by the Company Company, as of the date of this Agreementhereof, and correctly reflects: a description of his or her (i) their dates rate of employment; pay or annual compensation (including actual or potential bonus payments and the terms of any commission payments or programs), (ii) their positions; title(s), (iii) their base salaries and status of employment or engagement, (iv) date of hire or engagement, (v) annual vacation, (vi) pension benefits, (vii) healthcare benefits (viii) terms of severance benefits, (ix) car allowance, (x) incentive schemes and (xi) any other benefits. Section 4.16 of the location Disclosure Schedule sets forth all employment, consulting, independent contractor, severance pay, continuation pay, termination or indemnification Contracts between the Company and each employee, officer and independent contractor. Each Shareholder and each current and former employee, consultant and independent contractor of their office (including home the Company has executed and delivered to the Company a confidentiality and inventions assignment agreement in favor of the Company in the form or non-company office)forms made available to Buyer or such other forms that do not deviate in any material respect from such forms made available to Buyer. No such employee, consultant or independent contractor has excluded any invention or other Intellectual Property from the applicability of any such confidentiality and inventions assignment agreement. Any Person performing services for the Company who has been classified as an independent contractor has been correctly classified and is in fact not, and never was, a common law employee of the Company. The employment of Company Associate is terminable by the Company Entities at willhas never leased any employees from any other Person. (b) To the Knowledge of the Company Shareholders, no executive employee, officer or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of termination of employment or expressed his or her intention to terminate employment with any Company Entity. (c) To the Knowledge independent contractor of the Company no Person has claimed that any employee of any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contractemployment, patent disclosure agreementconsulting, noncompetition agreement independent contractor, non-disclosure, non-competition, non-solicitation, inventions assignment or any restrictive covenant other Contract (or any other legal obligation such as a trade secrets statute or duty of loyalty) with the Company. No employee has given or received notice of termination and no such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation termination is, to the knowledge of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employeesShareholders threatening. (dc) No Company Entity has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person with respect to the impact Except as set forth in Section 4.16 of the Transactions on Disclosure Schedule the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is not a party to or bound by any Contract collective bargaining agreement, labor contract, letter of understanding, letter of intent, voluntary recognition agreement or arrangement that legally binding commitment or written communication to any labor union, trade union or employee organization or group which may qualify as a trade union in respect of or affecting any employee, officer or independent contractor of the Company nor is the Company currently engaged in any manner restricts labor negotiation or subject to any Company Entity from relocating, consolidating, merging or closing, union organization effort in whole or in part, any portion respect of the business of any Company Entity. (e) To the Knowledge employees, officers or independent contractors of the Company, no Government . The Company has notified the Company of its intent to conduct an audit not engaged in any unfair labor practice nor is it aware of any pending or threatened complaint regarding any alleged unfair labor practice in respect of the any employees, officers or independent contractors of the Company. The Company Entity’s affirmative action policies, wage hour pay and/or record retention policieshas no liability to any director or employee or to any former director or employee due to loss of office or employment or for redundancy or wrongful dismissal. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Company has provided to the Parent Disclosure Letter contains a list of all Company Associates who are employed or retained by the Company employees and consultants of Wedge and its Subsidiary as of the date of this AgreementAgreement setting forth date of hire, department, compensation and correctly reflects: benefits of each employee or consultant, as applicable. Except as disclosed in the Disclosure Letter, all such employees or consultants have executed the standard form of employment or consultant contract and confidentiality agreement provided or made available to the Corporation. (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at will. (b) To the Knowledge of the Company no executive officer or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of termination of employment or expressed his or her intention to terminate employment with any Company Entity. (c) To the Knowledge of the Company no Person has claimed that any employee of any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has Except as disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of Disclosure Letter, neither Wedge nor its present or former employees. (d) No Company Entity has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity Subsidiary is a party to any Contract agreement (written or arrangement that in oral) pursuant to which either (A) severance, termination, bonus or any manner restricts other payments to any Company Entity from relocatingdirector, consolidatingofficer, merging employee or closingconsultant may be required to be paid, in whole waived or renounced as a result of or in part, any portion connection with the completion of the business transactions contemplated by this Agreement; or (B) any employee or consultant who is bound by confidentiality, non-competition or non- solicitation covenants with Wedge or its Subsidiary is relieved thereof solely as a result of any Company Entitythe completion of the transactions contemplated by this Agreement. (eii) To the Knowledge Each of the CompanyWedge and its Subsidiary is in all material respects in compliance with and is in good standing under all applicable Laws relating to its employees and their employment, no Government has notified the Company including provisions thereof relating to employment standards, wages, hours of its intent work, vacation pay, overtime, termination notice, pay in lieu of termination notice, termination and severance pay, human rights, workers’ compensation, manpower training, pay equity, unfair labour practices, collective bargaining, equal opportunity or similar Laws related to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policiesemployment obligations. (fiii) Each Company Associate There has not been, for a period of twelve consecutive months preceding the date hereof, nor is a United States citizen there currently or, to Wedge’s knowledge, threatened any strike, slowdown, picketing or is otherwise legally entitled work stoppage with respect to work its employees. (iv) Except as disclosed in the United StatesDisclosure Letter, no employee has given notice of resignation from his employment or of an intention to terminate his employment and Wedge is not aware of any intention on the part of any employee to terminate his employment. There are no Company Associates that work in foreign countriesWedge has not given notice of termination to any employee and does not currently intend to terminate any employee.

Employment Matters. (a) The Company has provided With respect to the Parent a list of all Company Associates who are employed or retained by the Company as of the date of this Agreement, and correctly reflectsDivision: (i) their dates of employmentthere is no collective bargaining agreement or relationship with any labor organization; (ii) their positionsno executive or manager of the Division: (A) has any present intention to terminate his or her employment or (B) is a party to any confidentiality, non-competition, proprietary rights or other such agreement between such employee and any other Person that would restrict or otherwise interfere with the performance of such employee’s employment duties to the Division, or the ability of such Person to conduct its business; (iii) their base salaries and no labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition; (iv) no union organization or decertification activities are underway or threatened, and no such activities have taken place in the location past five (5) years; (v) no labor strike, work stoppage, slowdown or other material labor dispute has occurred, and none is underway or threatened; (vi) there is no worker’s compensation Liability, experience or matter outside the ordinary course of business and consistent with past practice; (vii) there is no employment-related Action of any kind pending or threatened, relating to an alleged violation or breach by the Division (or any of their office officers or directors in their capacities as such) of any Law or collective bargaining agreement and there is no basis for any of the foregoing; and (including home viii) no employee or non-company office). The employment agent of Company Associate is terminable by the Company Entities at willDivision has committed any act or omission giving rise to Liability for any violation or breach identified in subsection (vii) above. (b) To With respect to the Knowledge of the Company no executive officer transaction contemplated by this Agreement, any notice required under any Law or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) collective bargaining agreement has provided written notice of termination of employment or expressed his or her intention to terminate employment been given, and all bargaining obligations with any Company Entityemployee representative have been satisfied. The Division has not engaged in any employee layoff activities that would violate or in any way implicate the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar Law (collectively, the “WARN Act”). The Division has complied in all material respects with all applicable Laws relating to employment, including provisions thereof relating to terms and conditions of employment, health and safety, wages and hours of work, child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, collective bargaining, employee leave issues, classification of employees for overtime purposes, classification of independent contractors and unemployment insurance. (c) To the Knowledge Sellers have provided Purchaser with a true and complete list of (i) all Employees of the Company no Person has claimed that Division as of the date hereof, including any employee Employee who is on a leave of absence of any Company Entity nature, paid or their Affiliatesunpaid, authorized or unauthorized, and sets forth for each individual the following: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Personname; (ii) has disclosed title or utilized any Trade Secret position (including whether full or proprietary information or documentation of such Personpart time); (iii) has violated any non-discrimination law or hire date; (iv) has interfered in the employment relationship between such Person and any of its present or former employees. current annual base compensation rate; (dv) No Company Entity has had any plant closingscommission, mass layoffs bonus or other terminations incentive-based compensation; (vi) each applicable employment agreement or Employee Agreement; and (vii) a description of employees that have created any unsatisfied obligations upon the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions and bonuses payable to all Employees of the Division for services performed on or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Timedate hereof have been paid in full and there are no outstanding agreements, any Company Associate, Government understandings or any other Person commitments of the Division with respect to the impact of the Transactions on the employment any compensation, commissions or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entitybonuses. (e) To the Knowledge of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policies. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Except as set forth in Section 2.11(a) of the Disclosure Schedule, (a) neither the Company nor any of its Subsidiaries is party to or bound by any collective bargaining agreement, (b) the Company has provided no Knowledge of any current union organizational activities involving the Company’s and its Subsidiaries’ employees and no such activities have occurred within the past two (2) years and (c) there are no strikes, slow-downs, work interruptions, or other material labor disputes pending or, insofar as Known to the Parent a list of all Company Associates who are employed or retained by the Company as of the date of this AgreementCompany, threatened, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) no such disputes have occurred within the location of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at willpast two years. (b) To the Knowledge Section 2.11(b) of the Disclosure Schedule sets forth a true, correct and complete and accurate list of all severance Contracts, written employment Contracts and written consulting or independent contractor Contracts to which the Company no executive officer or key employee (any of its Subsidiaries is a party or by which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice Company or any of termination its Subsidiaries is bound, copies of employment or expressed his or her intention which have been previously Made Available to terminate employment with any Company EntityParent. (c) To The Company has delivered to Parent a true, correct and complete list as of April 8, 2014, of the Knowledge names, positions, date of commencement of employment, engagement, or appointment to office and rates of compensation of all officers and employees (regular, temporary, part-time or otherwise) of the Company no Person has claimed that any employee of any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present Subsidiaries (“Workers” or former employees“Worker”), showing as of such date each such person’s name, position, status as exempt or non-exempt (to the extent applicable under applicable Law), wage rate, salary and bonuses for the current fiscal year, and severance or termination payment obligations payable in excess of that required by applicable Law; provided, however, that, to the extent applicable privacy or data protection Laws would prohibit the disclosure of certain personally identifiable information without the individual’s consent, such list specifies such legal prohibition and provides such information in de-identified form in compliance with applicable Laws. (d) No Key Employee of the Company Entity or any of its Subsidiaries has had given written or, insofar as Known to the Company, other notice to the Company or any of its Subsidiaries of such employee’s intention to terminate employment with the Company or such Subsidiary, and, insofar as Known to the Company, no such Key Employee intends to terminate his or her employment with the Company or any of its Subsidiaries. (e) Neither the Company nor any of its Subsidiaries has engaged any consultants, independent contractors, subcontractors or freelancers who would be entitled under applicable Law to the rights of an employee of the Company or its Subsidiaries, including rights to severance pay, vacation, sick leave, notice period, statutory protection for unfair dismissal, overtime, social insurance payments, pension, unemployment or any other employee related statutory benefits or rights. (f) There are no claims, disputes, grievances or controversies pending against the Company or any of its Subsidiaries or, insofar as Known to the Company, threatened to be brought against the Company or any of its Subsidiaries before any Governmental Authority involving any Worker, group of Workers, or individual. There are no charges, investigations, administrative proceedings or formal complaints of discrimination, harassment or retaliation (including but not limited to claims based upon sex, age, marital status, race, national origin, citizenship, sexual orientation, gender identity, genetic information, family care status, military caregiver status, domestic partner status, disability, veteran status or whistleblowing) pending or, insofar as Known to 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. (g) The Company and its Subsidiaries are and for the past three (3) years have been in compliance with all Laws relating to labor or employment (including, without limitation, all applicable federal, state, local and foreign Laws, rules and regulations respecting employment, employment practices, immigration and verification of employment authorization, terms and conditions of employment, worker classification, prohibited discrimination, prohibited harassment, prohibited retaliation, leaves of absence, plant closing, privacy rights, long term disability, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work), except as would not reasonably be expected to result in a material liability to the Company or any of its Subsidiaries. (h) Within the past two (2) years, neither the Company nor any of its Subsidiaries have implemented any plant closings, closing or mass layoffs or other terminations of employees layoff that have created any unsatisfied obligations upon or Liabilities for any Company Entity gave rise to notice requirements under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult withof 1988, prior to the Effective Timeas amended, any Company Associate, Government or any other Person with respect to similar Law (collectively the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entity“WARN Act”). (e) To the Knowledge of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policies. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.

Employment Matters. (a) The Company has provided to the Parent a list of all Company Associates who are employed or retained by the Company as of the date of this Agreement, and correctly reflects: (i) (A) The Parent has not entered into any written or oral agreement or understanding providing for a retention or change of control bonus or severance or termination payments to any director, officer or Parent Employees in connection with the termination of their dates position or their employment as a direct result of a change in control of the Parent (including as a result of the Offer), and (B) no Parent Employee has any agreement as to length of notice or severance payment required to terminate his or her employment; , other than such as results by Applicable Law from the employment of an employee without an agreement as to notice or severance; (ii) their positions; (A) the Parent is not a party to any Collective Agreement with respect to any Parent Employees, (B) no Person holds bargaining rights with respect to any Parent Employees and (C) to the knowledge of the Parent, no Person has applied or threatened to be certified as the bargaining agent of any Parent Employees; (iii) their base salaries and no trade union has applied to have the Parent declared a common or related employer pursuant to Applicable Laws; (iv) the location Parent is in material compliance with all terms and conditions of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at will.and all Applicable Laws respecting employment; (bv) To the Knowledge Parent is not subject to any pending or, to the knowledge of the Company no executive officer Parent, threatened claim or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of action relating to employment or termination of employment of employees or expressed his or her intention to terminate employment with any Company Entity.independent contractors; (cvi) To the Knowledge Parent has not and is not engaged in any unfair labor practice and no unfair labor practice complaint, grievance or arbitration proceeding is pending, or to the knowledge of the Company Parent, threatened against the Parent; (vii) no Person labor strike, lock-out, slowdown or work stoppage is pending or to the knowledge of the Parent, threatened against or directly affecting the Parent and no such event has claimed that occurred in the last two years; (viii) each independent contractor and consultant has been properly classified by the Parent as an independent contractor and the Parent has not received notification from any employee Governmental Authority challenging the classification of any Company Entity individual who performs services for the Parent’s business as an independent contractor or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Personconsultant; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employees.and (dix) No Company Entity has had any plant closingsthere are no outstanding assessments, mass layoffs penalties, fines, liens, charges, surcharges, or other terminations of employees that have created amounts due or owing pursuant to any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment workplace safety and Retraining Notification Act or similar laws. No Company Entity has any obligation insurance legislation and there are no orders under applicable Law or under any Contract to notify or consult with, prior occupational health and safety legislation relating to the Effective Time, any Company Associate, Government or any other Person with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company EntityParent which are currently outstanding. (e) To the Knowledge of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policies. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Company Associates that work in foreign countries.