Common use of Labor Agreements and Actions; Employee Compensation Clause in Contracts

Labor Agreements and Actions; Employee Compensation. (a) None of the Caravelle Companies is bound by or subject to (and none of their assets or properties is bound by or subject to) any Contract with any labor union, and, to the Company’s knowledge, no labor union has requested or has sought to represent any of the employees of any of the Caravelle Companies. There is no strike or other labor dispute involving any of the Caravelle Companies pending, or to the Company’s knowledge, threatened, that has had or would be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, nor, to the knowledge of the Company, is there any labor organization activity involving the employees of any of the Caravelle Companies. (b) To the Company’s knowledge, no officer, management employee, or any group of management employees, intends to terminate their employment with any of the Caravelle Companies, nor does any of the Caravelle Companies have a present intention to terminate the employment of any of the foregoing. Each officer and management employee of each of the Caravelle Companies is currently providing full-time services to the conduct of the business of each of the Caravelle Companies. To the Company’s knowledge, no officer or management employee is currently working for a competitive enterprise. (c) Except as set forth in the Company Disclosure Letter, the employment of each officer of each of the Caravelle Companies is terminable at the will of each of the Caravelle Companies and no such individual is entitled to any material compensation upon termination of employment, except as required by Law applicable to the jurisdiction in which such officer or employee is employed. (d) Except as expressly set forth in the Company Disclosure Letter and except as has been mandated by Governmental Authority, as of the date of this Agreement, the Caravelle Companies have not had, nor are there any facts that would give rise to, any material workforce changes due to COVID-19 or COVID-19 Measures, whether directly or indirectly, including any actual or expected terminations, layoffs, furloughs, shutdowns (whether voluntary or by Governmental Order), or any material changes to benefit or compensation programs, nor are any such changes currently contemplated. (e) With respect to all current and former Persons who have performed services for or on behalf of any of the Caravelle Companies, each of the Caravelle Companies is in compliance, and during the past three (3) years has complied in all material respects with all applicable state and federal equal employment opportunity, wage and hour, compensation and other Laws and COVID-19 Measures related to employment, including overtime requirements, classification of employees and independent contractors under federal and state Laws (including for Tax purposes and for purposes of determining eligibility to participate in any Company Benefit Plan (as defined below)), hours of work, leaves of absence, equal opportunity, sexual and other harassment, whistleblower protections, immigration, occupational health and safety, workers’ compensation, and the withholding and payment of all applicable Taxes, and there are no arrears in the payments of wages, unemployment insurance premiums or other similar obligations. (f) [Intentionally omitted.] (g) Set forth on Section 3.20(g) of the Company Disclosure Letter is a complete and accurate list, as of the date of this Agreement and separately for each Caravelle Company, of all their employees including for each such employee his or her (i) name; (ii) job title; (iii) location; (iv) status as a full-time or part-time employee; and (v) base salary or wage rate. Section 3.20(g) of the Company Disclosure Letter also lists, as of the date of this Agreement, each employee of each of the Caravelle Companies who is not actively at work for any reason other than vacation, and the reason for such absence. (h) Set forth on Section 3.20(h) of the Company Disclosure Letter are complete and accurate lists, as of the date of this Agreement and separately for each Caravelle Company, of all individuals who perform services for any of the Caravelle Companies as an independent contractor, including for each such individual his or her name, services performed, and rate of compensation (if any), and location at which such individual performs services for such Caravelle Company. (i) There are no material claims, disputes, grievances, or controversies pending or, to the knowledge of the Company, threatened involving any employee or group of employees. To the knowledge of the Company there are no material charges, investigations, administrative proceedings or formal complaints of (i) discrimination or retaliation (including discrimination, harassment or retaliation based upon sex, age, marital status, race, national origin, sexual orientation, disability or veteran status), (ii) unfair labor practices, (iii) violations of health and safety Laws, (iv) workplace injuries or (v) whistleblower retaliation against the Company, in each case that (y) pertain to any current or former employee and (z) have been threatened in writing by such employee or are pending 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.

Labor Agreements and Actions; Employee Compensation. (a) None Except as set forth on Schedule 3.23 of the Caravelle Companies Disclosure Schedule, none of the Company nor any of the Subsidiaries is bound by or subject to (and none of their such entity’s assets or properties is bound by or subject to) any Contract with any labor union, andlabor organization or works council, and no employees of the Company or any of the Subsidiaries are represented by any labor organization with respect to their employment with the Company or any of the Subsidiaries. Since January 1, 2006, no labor union, labor organization or works council has requested or, to the Company’s knowledgeKnowledge of the Knowledgeable Sellers, no labor union has requested or has sought to represent any of the employees employees, of the Company or any of the Caravelle CompaniesSubsidiaries. There is no strike strike, lockout, slowdown, work stoppage, arbitration, material grievance or other material labor dispute involving the Company or any of the Caravelle Companies Subsidiaries pending, or to the Company’s knowledgeKnowledge of the Knowledgeable Sellers, threatened, that has had or would be reasonably expected to have, individually or in nor are the aggregate, a Company Material Adverse Effect, nor, Knowledgeable Sellers aware of any labor organization activity with respect to the knowledge Company’s employees. The Knowledgeable Sellers are unaware of any officer of the Company, is there or that any labor organization activity involving the group of employees of the Company or any of the Caravelle Companies. (b) To the Company’s knowledge, no officer, management employee, or any group of management employeesSubsidiaries, intends to terminate their employment with the Company or any of the Caravelle CompaniesSubsidiaries. Each of the Company and the Subsidiaries has complied in all material respects, nor does and there is no material Action pending, or to the Knowledge of the Knowledgeable Sellers, threatened against the Company or any of the Caravelle Companies have a present intention Subsidiaries regarding compliance, with all applicable state, local, federal and foreign Laws related to terminate the employment and employment practices, including but not limited to all Laws related to equal employment opportunity, non-discrimination, terms and conditions of employment, health and safety, wages and hours, employment of any aliens and other provisions of the foregoing. Each officer Immigration and management employee Nationality Act, disability, affirmative action and government contractors, leaves of each of the Caravelle Companies is currently providing full-time services to the conduct of the business of each of the Caravelle Companies. To the Company’s knowledgeabsence, no officer or management employee is currently working for a competitive enterpriseworkers’ compensation, labor relations and unemployment compensation. (cb) Except as set forth in on Schedule 3.23(b) of the Company Disclosure LetterSchedule, the employment of each officer of each of the Caravelle Companies is terminable Company and the Subsidiaries have at the will of all times since April 20, 2004 properly classified, under applicable Law, each of its employees for purposes of the Caravelle Companies Fair Labor Standards Act (“FLSA”) and similar state laws, and each of its independent contractors has been properly classified as an independent contractor and has treated each person consistent with their FLSA or independent contractor status. There is no such individual is entitled to any material compensation upon termination of employmentAction pending or, except as required by Law applicable to the jurisdiction in which such officer or employee is employed. (d) Except as expressly set forth in Knowledge of the Knowledgeable Sellers, threatened against the Company Disclosure Letter and except as has been mandated by Governmental Authorityor any of its Subsidiaries challenging the classification of, as of the date of this Agreement, the Caravelle Companies have not had, nor are there any facts that would give rise topayment to or failure to pay, any material workforce changes due to COVID-19 employee or COVID-19 Measures, whether directly or indirectly, independent contractor including any actual or expected terminationsclaim for unpaid benefits, layoffs, furloughs, shutdowns (whether voluntary or by Governmental Order), or any material changes to benefit or compensation programs, nor are any such changes currently contemplated. (e) With respect to all current and former Persons who have performed services for or on behalf of any such person. (c) The Company and the Subsidiaries: (i) are not materially delinquent in payments to any employees or consultants or former employees or consultants for any services or amounts required to be reimbursed or otherwise paid; and (ii) are not liable for any payment to any trust or other fund or to any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for employees. (d) To the Knowledge of the Caravelle CompaniesKnowledgeable Sellers, each no Key Employee of the Caravelle Companies Company or any of the Subsidiaries is in complianceviolation of any term of any employment agreement, consulting agreement, nondisclosure agreement, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation of any such Key Employee relating to the right of such Key Employee to be employed by the Company or any of the Subsidiaries. (e) The Company and the Subsidiaries are, and during the past three (3) years has complied have been since April 20, 2004, in compliance in all material respects with all applicable state and federal equal employment opportunity, wage and hour, compensation notice and other Laws requirements under the Workers’ Adjustment and COVID-19 Measures related Retraining Notification Act and any similar foreign, state or local Law relating to employment, including overtime requirements, classification of employees plant closings and independent contractors under federal and state Laws (including for Tax purposes and for purposes of determining eligibility to participate in any Company Benefit Plan (as defined below)), hours of work, leaves of absence, equal opportunity, sexual and other harassment, whistleblower protections, immigration, occupational health and safety, workers’ compensation, and the withholding and payment of all applicable Taxes, and there are no arrears in the payments of wages, unemployment insurance premiums or other similar obligationslayoffs. (f) [Intentionally omitted.] (g) Set forth on Section 3.20(g) of the Company Disclosure Letter is a complete and accurate list, as of the date of this Agreement and separately for each Caravelle Company, of all their employees including for each such employee his or her (i) name; (ii) job title; (iii) location; (iv) status as a full-time or part-time employee; and (v) base salary or wage rate. Section 3.20(g) of the Company Disclosure Letter also lists, as of the date of this Agreement, each employee of each of the Caravelle Companies who is not actively at work for any reason other than vacation, and the reason for such absence. (h) Set forth on Section 3.20(h) of the Company Disclosure Letter are complete and accurate lists, as of the date of this Agreement and separately for each Caravelle Company, of all individuals who perform services for any of the Caravelle Companies as an independent contractor, including for each such individual his or her name, services performed, and rate of compensation (if any), and location at which such individual performs services for such Caravelle Company. (i) There are no material claims, disputes, grievances, or controversies pending or, to the knowledge of the Company, threatened involving any employee or group of employees. To the knowledge of the Company there are no material charges, investigations, administrative proceedings or formal complaints of (i) discrimination or retaliation (including discrimination, harassment or retaliation based upon sex, age, marital status, race, national origin, sexual orientation, disability or veteran status), (ii) unfair labor practices, (iii) violations of health and safety Laws, (iv) workplace injuries or (v) whistleblower retaliation against the Company, in each case that (y) pertain to any current or former employee and (z) have been threatened in writing by such employee or are pending 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.

Labor Agreements and Actions; Employee Compensation. (a) None of the Caravelle GCL Companies is bound by or subject to (and none of their assets or properties is bound by or subject to) any Contract with any labor union, and, to the Company’s knowledge, no labor union has requested or has sought to represent any of the employees of any of the Caravelle GCL Companies. There is no strike or other labor dispute involving any of the Caravelle GCL Companies pending, or to the Company’s knowledge, threatened, that has had or would be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, nor, to the knowledge of the Company, is there any labor organization activity involving the employees of any of the Caravelle GCL Companies. (b) To the Company’s knowledge, no officer, management employee, or any group of management employees, intends to terminate their employment with any of the Caravelle GCL Companies, nor does any of the Caravelle GCL Companies have a present intention to terminate the employment of any of the foregoing. Each officer and management employee of each of the Caravelle GCL Companies is currently providing full-time services to the conduct of the business of each of the Caravelle GCL Companies. To the Company’s knowledge, no officer or management employee is currently working for a competitive enterprise. (c) Except as set forth in the Company Disclosure LetterSchedules, the employment of each officer and employee of each of the Caravelle GCL Companies is terminable at the will of each of the Caravelle GCL Companies and no such individual is entitled to any material compensation upon termination of employment, except as required by Law applicable to the jurisdiction in which such officer or employee is employed. (d) Except as expressly set forth in the Company Disclosure Letter Schedules and except as has been mandated by Governmental Authority, as of the date of this Agreement, the Caravelle GCL Companies have not had, nor are there any facts that would give rise to, any material workforce changes due to COVID-19 or COVID-19 MeasuresCOVID-19, whether directly or indirectly, including any actual or expected terminations, layoffs, furloughs, shutdowns (whether voluntary or by Governmental Order), or any material changes to benefit or compensation programs, nor are any such changes currently contemplated. (e) With respect to all current and former Persons who have performed services for or on behalf of any of the Caravelle GCL Companies, each of the Caravelle GCL Companies is in compliance, and during the past three (3years) years has complied in all material respects with all applicable state and federal equal employment opportunity, wage and hour, compensation and other Laws and COVID-19 Measures related to employment, including overtime requirements, classification of employees and independent contractors under federal and state Laws (including for Tax purposes and for purposes of determining eligibility to participate in any Company Benefit Plan (as defined below)), hours of work, leaves of absence, equal opportunity, sexual and other harassment, whistleblower protections, immigration, occupational health and safety, workers’ compensation, and the withholding and payment of all applicable Taxes, and there are no arrears in the payments of wages, unemployment insurance premiums or other similar obligations. (f) [Intentionally omittedThe GCL Companies have for the past three years properly classified for all purposes (including for Tax purposes, for Fair Labor Standards Act exemption purposes and for purposes of determining eligibility to participate in any Company Benefit Plan) all current and former employees, officers, directors or independent contractors who have performed services for or on behalf of any of the GCL Companies and have properly withheld and paid all applicable Taxes and made all required filings in connection with services provided by such Person to the applicable GCL Company in accordance with such classifications except as would not result in a material liability to the GCL Companies.] (g) Set forth on Section 3.20(g) of the Company Disclosure Letter Schedules is a complete and accurate list, as of the date of this Agreement and separately for each Caravelle GCL Company, of all their employees with monthly compensation in excess of SGD 12,000 per month including for each such employee his or her (i) name; name; (ii) job title; title; (iii) location; location; (iv) status as a full-time or part-time employee; and employee; (v) base salary or wage raterate; (vi) 2022 bonus; and (vii) 2023 bonus opportunity. Section 3.20(g) of the Company Disclosure Letter Schedules also lists, as of the date of this Agreement, each employee of each of the Caravelle GCL Companies who is not actively at work for any reason other than vacation, and the reason for such absence. (h) Set forth on Section 3.20(h) of the Company Disclosure Letter Schedules are complete and accurate lists, as of the date of this Agreement and separately for each Caravelle GCL Company, of all individuals who perform services for any of the Caravelle GCL Companies as (i) an independent contractor, (ii) a leased employee, (iii) an unpaid intern, including for each such individual his or her name, services performed, and rate of compensation (if any), and (iv) location at which such individual performs services for such Caravelle GCL Company. (i) There are no material claims, disputes, grievances, or controversies pending or, to the knowledge of the Company, threatened involving any employee or group of employees. To the knowledge of the Company there are no material charges, investigations, administrative proceedings or formal complaints of (i) discrimination or retaliation (including discrimination, harassment or retaliation based upon sex, age, marital status, race, national origin, sexual orientation, disability or veteran status), (ii) unfair labor practices, (iii) violations of health and safety Laws, (iv) workplace injuries or (v) whistleblower retaliation against the Company, in each case that (y) pertain to any current or former employee and (z) have been threatened in writing by such employee or are pending 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.

Labor Agreements and Actions; Employee Compensation. (a) None of the Caravelle AEye Companies is bound by or subject to (and none of their assets or properties is bound by or subject to) any Contract with any labor union, and, to the Company’s knowledge, no labor union has requested or has sought to represent any of the employees of any of the Caravelle AEye Companies. There is no strike or other labor dispute involving any of the Caravelle AEye Companies pending, or to the Company’s knowledge, threatened, that has had or would be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, nor, to the knowledge of the Company, is there any labor organization activity involving the employees of any of the Caravelle AEye Companies. (b) To the Company’s knowledge, no officer, officer or management employee, or any group of management employees, intends to terminate their employment with any of the Caravelle AEye Companies, nor does any of the Caravelle AEye Companies have a present intention to terminate the employment of any of the foregoing. Each officer and management employee of each of the Caravelle AEye Companies is currently providing full-time services to the conduct of the business of each of the Caravelle AEye Companies. To the Company’s knowledge, no officer or management employee is currently working for a competitive enterprise. (c) Except as set forth in the Company Disclosure Letter, the employment of each officer and employee of each of the Caravelle AEye Companies is terminable at the will of each of the Caravelle AEye Companies and no such individual is entitled to any material compensation upon termination of employment, except as required by Law applicable to the jurisdiction in which such officer or employee is employed. (d) Except as expressly set forth in the Company Disclosure Letter and except as has been mandated by Governmental Authority, as of the date of this Agreement, the Caravelle AEye Companies have not had, nor are there any facts that would give rise to, any material workforce changes due to COVID-19 or COVID-19 Measures, whether directly or indirectly, including any actual or expected terminations, layoffs, furloughs, shutdowns (whether voluntary or by Governmental Order), or any material changes to benefit or compensation programs, nor are any such changes currently contemplated. (e) With respect to all current and former Persons who have performed services for or on behalf of any of the Caravelle AEye Companies, each of the Caravelle AEye Companies is in compliance, and during the past three (3) years has complied in all material respects with all applicable state and federal equal employment opportunity, wage and hour, compensation and other Laws and COVID-19 Measures related to employment, including but not limited to, overtime requirements, classification of employees and independent contractors under federal and state Laws (including for Tax purposes and for purposes of determining eligibility to participate in any Company Benefit Plan (as defined below)), hours of work, leaves of absence, equal opportunity, sexual and other harassment, whistleblower protections, immigration, occupational health and safety, workers’ compensation, and the withholding and payment of all applicable Taxes, and there are no arrears in the payments of wages, unemployment insurance premiums or other similar obligations. (f) [Intentionally omittedThe AEye Companies have properly classified for all purposes (including for Tax purposes and for purposes of determining eligibility to participate in any Company Benefit Plan) all current and former employees, officers, directors or independent contractors who have performed services for or on behalf of any of the AEye Companies and have properly withheld and paid all applicable Taxes and made all required filings in connection with services provided by such Person to the applicable AEye Company in accordance with such classifications.] (g) Set forth on Section 3.20(g3.18(g) of the Company Disclosure Letter is a complete and accurate list, as of the date of this Agreement and separately for each Caravelle AEye Company, of all their employees including for each such employee his or her (i) name; (ii) job title; (iii) location; (ivii) status as a full-time or part-time employee; and (viii) base salary or wage rate; (iv) 2020 bonus; and (v) 2021 bonus opportunity. Except as set forth on Section 3.20(g3.18(g) of the Company Disclosure Letter also listsLetter, as no employee of any of the date of this Agreement, each employee of each AEye Companies performs services primarily outside of the Caravelle Companies who is not actively at work for any reason other than vacation, and the reason for such absenceUnited States. (h) Set forth on Section 3.20(h3.18(h) of the Company Disclosure Letter are complete and accurate lists, as of the date of this Agreement and separately for each Caravelle AEye Company, of all individuals who perform services for any of the Caravelle AEye Companies as (i) an independent contractor, (ii) a leased employee, (iii) an unpaid intern, including for each such individual his or her name, services performed, and rate of compensation (if any), and (iv) location at which such individual performs services for such Caravelle AEye Company. (i) There are no material claims, disputes, grievances, or controversies pending or, to the knowledge of the Company, threatened involving any employee or group of employees. To the knowledge of the Company there There are no material charges, investigations, administrative proceedings or formal complaints of (i) discrimination or retaliation (including discrimination, harassment or retaliation based upon sex, age, marital status, race, national origin, sexual orientation, disability or veteran status), (ii) unfair labor practices, (iii) violations of health and safety Laws, (iv) workplace injuries or (v) whistleblower retaliation against the Company, in each case that (y) pertain to any current or former employee and (z) have been threatened in writing by such employee or are pending 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.

Labor Agreements and Actions; Employee Compensation. (a) None of the Caravelle Nettar Companies is bound by or subject to (and none of their assets or properties is bound by or subject to) any Contract with any labor union, and, to the Company’s knowledge, no labor union has requested or has sought to represent any of the employees of any of the Caravelle Nettar Companies. There is no strike or other labor dispute involving any of the Caravelle Nettar Companies pending, or to the Company’s knowledge, threatened, that has had or would be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, nor, to the knowledge of the Company, is there any labor organization activity involving the employees of any of the Caravelle Nettar Companies. (b) To the Company’s knowledge, no officer, management employee, or any group of management employees, intends to terminate their employment with any of the Caravelle Nettar Companies, nor does any of the Caravelle Nettar Companies have a present intention to terminate the employment of any of the foregoing. Each officer and management employee of each of the Caravelle Nettar Companies is currently providing full-time services to the conduct of the business of each of the Caravelle Nettar Companies. To the Company’s knowledge, no officer or management employee is currently working for a competitive enterprise. (c) Except as set forth in the Company Disclosure Letter, the employment of each officer and employee of each of the Caravelle Nettar Companies is terminable at the will of each of the Caravelle Nettar Companies and no such individual is entitled to any material compensation upon termination of employment, except as required by Law applicable to the jurisdiction in which such officer or employee is employed. (d) Except as expressly set forth in the Company Disclosure Letter and except as has been mandated by Governmental Authority, as of the date of this Agreement, the Caravelle Nettar Companies have not had, nor are there any facts that would give rise to, any material workforce changes due to COVID-19 or COVID-19 Measures, whether directly or indirectly, including any actual or expected terminations, layoffs, furloughs, shutdowns (whether voluntary or by Governmental Order), or any material changes to benefit or compensation programs, nor are any such changes currently contemplated. (e) With respect to all current and former Persons who have performed services for or on behalf of any of the Caravelle Nettar Companies, each of the Caravelle Nettar Companies is in compliance, and during the past three (3) years years) has complied in all material respects with all applicable state and federal equal employment opportunity, wage and hour, compensation and other Laws and COVID-19 Measures related to employment, including overtime requirements, classification of employees and independent contractors under federal and state Laws (including for Tax purposes and for purposes of determining eligibility to participate in any Company Benefit Plan (as defined below)), hours of work, leaves of absence, equal opportunity, sexual and other harassment, whistleblower protections, immigration, occupational health and safety, workers’ compensation, and the withholding and payment of all applicable Taxes, and there are no arrears in the payments of wages, unemployment insurance premiums or other similar obligations. (f) [Intentionally omittedThe Nettar Companies have for the past three (3) years properly classified for all purposes (including for Tax purposes, for Fair Labor Standards Act (“FLSA”) exemption purposes and for purposes of determining eligibility to participate in any Company Benefit Plan) all current and former employees, officers, directors or independent contractors who have performed services for or on behalf of any of the Nettar Companies and have properly withheld and paid all applicable Taxes and made all required filings in connection with services provided by such Person to the applicable Nettar Company in accordance with such classifications.] (g) Set forth on Section 3.20(g) of the Company Disclosure Letter is a complete and accurate list, as of the date of this Agreement and separately for each Caravelle Nettar Company, of all their employees including for each such employee his or her (i) name; (ii) job title; (iii) location; (iv) status as a full-time or part-time employee; and (v) base salary or wage rate; (vi) 2020 bonus; and (vii) 2021 bonus opportunity. Section 3.20(g) of the Company Disclosure Letter also lists, as of the date of this Agreement, each employee of each of the Caravelle Nettar Companies who is not actively at work for any reason other than vacation, and the reason for such absence. (h) Set forth on Section 3.20(h) of the Company Disclosure Letter are complete and accurate lists, as of the date of this Agreement and separately for each Caravelle Nettar Company, of all individuals who perform services for any of the Caravelle Nettar Companies as (i) an independent contractor, (ii) a leased employee, (iii) an unpaid intern, including for each such individual his or her name, services performed, and rate of compensation (if any), and (iv) location at which such individual performs services for such Caravelle Nettar Company. (i) There are no material claims, disputes, grievances, or controversies pending or, to the knowledge of the Company, threatened involving any employee or group of employees. To the knowledge of the Company there are no material charges, investigations, administrative proceedings or formal complaints of (i) discrimination or retaliation (including discrimination, harassment or retaliation based upon sex, age, marital status, race, national origin, sexual orientation, disability or veteran status), (ii) unfair labor practices, (iii) violations of health and safety Laws, (iv) workplace injuries or (v) whistleblower retaliation against the Company, in each case that (y) pertain to any current or former employee and (z) have been threatened in writing by such employee or are pending 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.

Labor Agreements and Actions; Employee Compensation. (a) None of the Caravelle Companies Parent is not bound by or subject to (and none of their its assets or properties is bound by or subject to) any Contract with any labor union, and, to the CompanyParent’s knowledge, no labor union has requested or has sought to represent any of the employees of any of the Caravelle CompaniesParent. There is no strike or other labor dispute involving any of the Caravelle Companies Parent pending, or to the CompanyParent’s knowledge, threatened, that has had or would be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, nor, to the knowledge of the CompanyParent, is there any labor organization activity involving the employees of any of the Caravelle CompaniesParent. (b) To the CompanyParent’s knowledge, no officer, management employee, or any group of management employees, intends to terminate their employment with any of the Caravelle CompaniesParent, nor does any of the Caravelle Companies Parent have a present intention to terminate the employment of any of the foregoing. Each Except as set forth in the Parent Disclosure Schedules, each officer and management employee of each of the Caravelle Companies Parent is currently providing full-time services to the conduct of the business of each of the Caravelle CompaniesParent. To the CompanyParent’s knowledge, no officer or management employee is currently working for a competitive enterprise. (c) Except as set forth in the Company Parent Disclosure LetterSchedules, the employment of each officer and employee of each of the Caravelle Companies Parent is terminable at the will of each of the Caravelle Companies Parent and no such individual is entitled to any material compensation upon termination of employment, except as required by Law applicable to the jurisdiction in which such officer or employee is employed. (d) Except as expressly set forth in the Company Parent Disclosure Letter Schedules and except as has been mandated by Governmental Authority, as of the date of this Agreement, the Caravelle Companies have Parent has not had, nor are there any facts that would give rise to, any material workforce changes due to COVID-19 or COVID-19 MeasuresCOVID-19, whether directly or indirectly, including any actual or expected terminations, layoffs, furloughs, shutdowns (whether voluntary or by Governmental Order), or any material changes to benefit or compensation programs, nor are any such changes currently contemplated. (e) With respect to all current and former Persons who have performed services for or on behalf of any of the Caravelle CompaniesParent, each of the Caravelle Companies Parent is in compliance, and during the past three (3) years has complied complied, in all material respects with all applicable state and federal equal employment opportunity, wage and hour, compensation and other Laws and COVID-19 Measures related to employment, including overtime requirements, classification of employees and independent contractors under federal and state Laws (including for Tax purposes and for purposes of determining eligibility to participate in any Company Parent Benefit Plan (as defined below)), hours of work, leaves of absence, equal opportunity, sexual and other harassment, whistleblower protections, immigration, occupational health and safety, workers’ compensation, and the withholding and payment of all applicable Taxes, and there are no arrears in the payments of wages, unemployment insurance premiums or other similar obligations. (f) [Intentionally omittedParent has for the past three years properly classified for all purposes (including for Tax purposes, for Fair Labor Standards Act exemption purposes and for purposes of determining eligibility to participate in any Parent Benefit Plan) all current and former employees, officers, directors or independent contractors who have performed services for or on behalf of Parent and have properly withheld and paid all applicable Taxes and made all required filings in connection with services provided by such Person to Parent in accordance with such classifications.] (g) Set forth on Section 3.20(g4.20(g) of the Company Parent Disclosure Letter Schedules is a complete and accurate list, as of the date of this Agreement and separately for each Caravelle CompanyAgreement, of all their employees including for each such employee his or her (i) name; name; (ii) job title; title; (iii) location; location; (iv) status as a full-time or part-time employee; employee and exempt or non-exempt under applicable wage and hour laws; (v) base salary or wage raterate; (vi) 2022 bonus; and (vii) 2023 bonus opportunity. Section 3.20(g4.20(g) of the Company Parent Disclosure Letter Schedules also lists, as of the date of this Agreement, each employee of each of the Caravelle Companies Parent who is not actively at work for any reason other than vacation, and the reason for such absence. (h) Set forth on Section 3.20(h4.20(h) of the Company Parent Disclosure Letter Schedules are complete and accurate lists, as of the date of this Agreement and separately for each Caravelle CompanyAgreement, of all individuals who perform services for any of the Caravelle Companies Parent as (i) an independent contractor, (ii) a leased employee, (iii) an unpaid intern, including for each such individual his or her name, services performed, and rate of compensation (if any), and (iv) location at which such individual performs services for such Caravelle CompanyParent. (i) There are no material claims, disputes, grievances, or controversies pending or, to the knowledge of the CompanyParent, threatened involving any employee or group of employees. To the knowledge of the Company Parent there are no material charges, investigations, administrative proceedings or formal complaints of (i) discrimination or retaliation (including discrimination, harassment or retaliation based upon sex, age, marital status, race, national origin, sexual orientation, disability or veteran status), (ii) unfair labor practices, (iii) violations of health and safety Laws, (iv) workplace injuries or (v) whistleblower retaliation against the CompanyParent, in each case that (y) pertain to any current or former employee and (z) have been threatened in writing by such employee or are pending 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.

Labor Agreements and Actions; Employee Compensation. (a) None of the Caravelle AUM Companies is bound by or subject to (and none of their assets or properties is bound by or subject to) any Contract with any labor union, and, to the Company’s knowledgeKnowledge, no labor union has requested or has sought to represent any of the employees of any of the Caravelle AUM Companies. There In the past three (3) years there has not been, and there is no strike not pending or, to the Company’s Knowledge, threatened, any strike, lockout, slowdown, picketing, work stoppage, or other labor dispute involving any of the Caravelle Companies pending, or to the Company’s knowledge, threatened, that has had or would be reasonably expected to have, individually or in the aggregate, a Company Material Adverse EffectAUM Companies, nor, to the knowledge Knowledge of the Company, is there any labor organization activity involving the employees of any of the Caravelle AUM Companies. (b) To the Company’s knowledgeKnowledge, no officer, management employee, or any group of management employees, intends to terminate their employment with any of the Caravelle AUM Companies, nor does any of the Caravelle AUM Companies have a present intention to terminate the employment of any of the foregoing. Each officer and management employee of each of the Caravelle AUM Companies is currently providing full-time services to the conduct of the business of each of the Caravelle AUM Companies. To the Company’s knowledgeKnowledge, no officer or management employee is currently working for a competitive enterprise. (c) Except as set forth in Section 3.21(c) of the Company Disclosure Letter, the employment of each officer employee of each of the Caravelle AUM Companies is terminable at the will of each of the Caravelle AUM Companies and no such individual is entitled to any material compensation upon termination of employment, except as required by Law applicable to the jurisdiction in which such officer or employee is employed. Except as set forth in Section 3.21(c) of the Company Disclosure Letter, the consummation of the transactions contemplated in this Agreement will not result in (i) any employee of any AUM Company receiving severance pay, unemployment compensation, bonus payment or any other payment, (ii) acceleration of the time of payment for vesting of, or increase the amount of compensation due to, any such employee, or (iii) any such employee having the right to terminate, shorten or otherwise change the terms of their employment. (d) Except as expressly set forth in Section 3.21(d) of the Company Disclosure Letter and except as has been mandated by any Governmental Authority, as of the date of this Agreement, the Caravelle AUM Companies have not had, nor are there any facts that would give rise to, any material workforce changes due to COVID-19 or COVID-19 Measures, whether directly or indirectly, including any actual or expected terminations, layoffs, furloughs, shutdowns (whether voluntary or by Governmental Order), or any material changes to benefit or compensation programs, nor are any such changes currently contemplated. (e) With respect to all current and former Persons who have performed services for or on behalf of any of the Caravelle AUM Companies, each of the Caravelle AUM Companies is in compliance, and during the past three (3) years has complied in all material respects with all applicable state and federal equal employment opportunity, wage and hour, compensation and other Laws and COVID-19 Measures related to employment, including overtime requirements, classification of employees and independent contractors under federal and state Laws (including for Tax purposes and for purposes of determining eligibility to participate in any Company Benefit Plan (as defined below)), hours of work, leaves of absence, equal opportunity, sexual and other harassment, whistleblower protections, immigration, occupational health and safety, workers’ compensation, and the withholding and payment of all applicable Taxes, and there are no arrears in the payments of wages, unemployment insurance premiums or other similar obligations. (f) [Intentionally omitted.] (g) Set forth on in Section 3.20(g3.21(f) of the Company Disclosure Letter is a complete and accurate list, as of the date of this Agreement and separately for each Caravelle AUM Company, of all their employees including for each such employee his or her (i) name; (ii) job title; (iii) location; (iv) status as a full-time or part-time employee; and (v) base salary or wage rate. Section 3.20(g3.21(f) of the Company Disclosure Letter also lists, as of the date of this Agreement, each employee of each of the Caravelle AUM Companies who is not actively at work for any reason other than vacation, and the reason for such absence. (hg) Set forth on in Section 3.20(h3.21(g) of the Company Disclosure Letter are complete and accurate lists, as of the date of this Agreement and separately for each Caravelle AUM Company, of all individuals who perform services for any of the Caravelle AUM Companies as an independent contractor, including for each such individual his or her name, the engaging entity, services performed, and rate of compensation (if any), and location at which such individual or entity performs services for such Caravelle AUM Company. (ih) There Currently and during the last four (4) years, there are no and have not been any material claims, disputes, grievances, or controversies pending or, to the knowledge Knowledge of the Company, threatened involving any employee or group of employees. To the knowledge Knowledge of the Company there are no material charges, investigations, administrative proceedings or formal complaints of (i) discrimination discrimination, harassment or retaliation (including discrimination, harassment or retaliation based upon sex, age, marital status, race, national origin, sexual orientation, disability or veteran status), (ii) unfair labor practices, (iii) violations of health and safety Laws, (iv) workplace injuries or (v) whistleblower retaliation against any of the CompanyAUM Companies, in each case that (y) pertain to any current or former employee and and/or (z) have been threatened in writing by such employee or are pending 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 AuthorityAuthority or similar authority. To the Knowledge of the Company, there are no facts that would reasonably be expected to give rise to a claim of sexual harassment, other unlawful harassment or unlawful discrimination or retaliation against or involving the AUM Companies or any AUM Company employee, officer, director or independent contractor. The AUM Companies have not, nor within the last four (4) years have been, subject to any judgment or decision by any Governmental Authority or private settlement Contract in respect of any labor or employment matters.

Labor Agreements and Actions; Employee Compensation. (a) None of the Caravelle Leading Group Companies is bound by or subject to (and none of their assets or properties is bound by or subject to) any Contract with any labor union, and, to the Company’s knowledgeKnowledge, no labor union has requested or has sought to represent any of the employees of any of the Caravelle Leading Group Companies. There has not been and there is no strike not any union organization activity, lockout, slowdown, picketing or work stoppage, unfair labor practice charge or other labor dispute involving any of the Caravelle Leading Group Companies pending, or to the Company’s knowledgeKnowledge, threatened, that has had or would be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, nor, to the knowledge Knowledge of the Company, is there any labor organization activity involving the employees of any of the Caravelle Leading Group Companies. (b) To the Company’s knowledgeKnowledge, no officer, management employee, or any group of management employees, intends to terminate their employment with any of the Caravelle Leading Group Companies, nor does any of the Caravelle Leading Group Companies have a present intention to terminate the employment of any of the foregoing. Each officer and management employee of each of the Caravelle Leading Group Companies is currently providing full-time services to the conduct of the business of each of the Caravelle Leading Group Companies. To the Company’s knowledgeKnowledge, no officer or management employee is currently working for a competitive enterprise. (c) Except as set forth in on Section 3.20(c) of the Company Disclosure Letter, the employment of each officer of each of the Caravelle Leading Group Companies is terminable at the will of each of the Caravelle Leading Group Companies and no such individual is entitled to any material compensation upon termination of employment, except as required by Law applicable to the jurisdiction in which such officer or employee is employed. (d) Except as expressly set forth in on Section 3.20(d) of the Company Disclosure Letter and except as has been mandated by Governmental Authority, as of the date of this Agreement, the Caravelle Leading Group Companies have not had, nor are there any facts that would give rise to, any material workforce changes due to COVID-19 or COVID-19 Measures, whether directly or indirectly, including any actual or expected terminations, layoffs, furloughs, shutdowns (whether voluntary or by Governmental Order), or any material changes to benefit or compensation programs, nor are any such changes currently contemplated. (e) With respect to all current and former Persons who have performed services for or on behalf of any of the Caravelle Leading Group Companies, each of the Caravelle Leading Group Companies is in compliancecompliance in all material respects, and during the past three four (34) years has complied in all material respects with all applicable state and federal equal employment opportunity, wage and hour, compensation and other Laws and COVID-19 Measures related to employment, including overtime requirements, classification of employees and independent contractors under federal and state Laws (including for Tax purposes and for purposes of determining eligibility to participate in any Company Benefit Plan (as defined below)), hours of work, leaves of absence, equal opportunity, sexual and other harassment, whistleblower protections, immigration, occupational health and safety, workers’ compensation, and the withholding and payment of all applicable Taxes, and there are no arrears in the payments of wages, unemployment insurance premiums or other similar obligations. Each member of the PRC Entities is in material compliance with each Law and all Contracts relating to its provision of any form of social insurance, and has paid, or made provision for the payment of, all social insurance contributions and housing fund contributions required under applicable Law and such Contracts. There is no pending investigation related to any employee or consultant of any member of the Leading Group Companies. (f) [Intentionally omitted.] (g) Set forth on Section 3.20(g3.20(f) of the Company Disclosure Letter is a complete and accurate list, as of the date of this Agreement and separately for each Caravelle department of each Leading Group Company, the number of all their employees including for in each such employee his or her (i) name; (ii) job title; (iii) location; (iv) status as a full-time or part-time employee; and (v) base salary or wage rate. Section 3.20(g) of the Company Disclosure Letter also lists, as of the date of this Agreement, each employee of each of the Caravelle Companies who is not actively at work for any reason other than vacation, and the reason for such absencedepartment. (hg) Set forth on Section 3.20(h3.20(g) of the Company Disclosure Letter are complete and accurate lists, as of the date of this Agreement and separately for each Caravelle Leading Group Company, of all individuals who perform services for any of the Caravelle Leading Group Companies as an independent contractorcontractor with an annual payment in excess of Three Hundred Thousand Dollars ($300,000), including for each such individual his or her name, services performed, and rate of compensation (if any), and location at which such individual performs services for such Caravelle Leading Group Company. (ih) There are no material claims, disputes, grievances, grievances or controversies pending or, to the knowledge Knowledge of the Company, threatened involving any employee or group of employees. To the knowledge Knowledge of the Company, except as would not have a Company Material Adverse Effect, there are no material charges, investigations, administrative proceedings or formal complaints of (i) discrimination or retaliation (including discrimination, harassment or retaliation based upon sex, age, marital status, race, national origin, sexual orientation, disability or veteran status), (ii) unfair labor practices, (iii) violations of health and safety Laws, (iv) workplace injuries or (v) whistleblower retaliation against the Company, in each case that (yA) pertain to any current or former employee and (zB) have been threatened in writing by such employee or are pending 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, Board or any other Governmental Authority. (a) No employee of the Leading Group Companies is subject to any covenant restricting him or her from working for any member of the Leading Group Companies.