Common use of Labor and Employment Matters Clause in Contracts

Labor and Employment Matters. (a) Section 4.11(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is not, nor has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Company. (c) The Company is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) of the Company Disclosure Except as set forth on Schedule sets forth a true, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii3.11(a), which shall be as of no Enhanced Entity, GP Entity or Enhanced Fund employs or has during the dates specified therein): past three (i3) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and years employed any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law)individual. (b) The Company Except as set forth on Schedule 3.11(b), all employees who provide services to the Enhanced Entities are employed solely by ECH. ECH is notnot a party to any labor or collective bargaining Contract that pertains to employees who provide services to an Enhanced Entity. There are no, nor and during the past three (3) years have been no, organizing activities or collective bargaining arrangements that could affect ECH pending or under discussion with any labor organization or group of employees of ECH. There is no, and during the past three (3) years there has been for the past five (5) yearsno, a party tolabor dispute, bound bystrike, controversy, slowdown, work stoppage or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, norlockout pending or, to the knowledge of the CompanyCompanies, (i) are threatened against or affecting ECH, nor is there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of basis for any of their employees; (iii) there the foregoing. There are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, noror, to the knowledge of the CompanyCompanies, has there ever been any threat threatened union grievances or union representation questions involving employees of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the CompanyECH. (c) The Company is ECH is, and during the past three (3) years has been in compliance in all material respects with all applicable Laws and contracts relating to labor and respecting employment, including Laws relating to employment practices, employment discrimination, discrimination or harassment and retaliationin employment, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act termination of 1988employment, as amended (the “WARN Act”)wages, or any similar state or local Laws)overtime classification, immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leavehours, occupational safety and health requirements health, employee whistle-blowing, immigration, employee privacy, employment practices and classification of employees, consultants and independent contractors. (including any federal, state or local Laws d) ECH has withheld and orders by Governmental Authorities related paid to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of ECH and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability Laws relating to the misclassification employment of labor. ECH has paid in full to all its employees or adequately accrued in accordance with GAAP for all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees. No Enhanced Entity has or has had any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by obligation to pay any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject wages to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19individual. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in To the six-month period prior to Closing that would trigger the obligations knowledge of the Company under Companies, no current employee or officer of ECH intends, or is expected, to terminate his employment relationship with such entity following the WARN Act or similar state, local or foreign Lawsconsummation of the transactions contemplated hereby. (f) With respect to each current independent contractor of During the Companypast three (3) years, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in no allegations of workplace sexual harassment, discrimination or other misconduct have been made, initiated, filed or, to the business knowledge of the Company; Companies, threatened against ECH or any of its current or former directors, officers or senior level management employees, (ii) to the initial date they were retained to perform services; knowledge of the Companies, no incidents of any such workplace sexual harassment, discrimination or other misconduct have occurred, and (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) neither ECH nor any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company Enhanced Entity has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract any settlement agreement related to settle any claims allegations of sexual harassment harassment, discrimination or sexual other misconduct by any officer, director or employee of the Companytheir employees.

Labor and Employment Matters. (a) Section 4.11(a) of the Company Disclosure Schedule Schedules sets forth a true, correct and complete list of all employees of the Company Group Companies as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that and sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): on a no name basis: (i) title or position (including whether full or part time); (ii) work locationhire date and service commencement date (if different); (iii) employing entitycurrent annualized base salary or (if paid on an hourly basis) hourly rate of pay; and (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absencecompensation. As of the date hereof, all compensation, including wages, commissions and bonuses and any severancebonuses, due and payable to all current and former employees of the each Group Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The There are no material Actions pending or, to the knowledge of the Company, threatened against any Group Company is notby any of its respective current or former employees; (ii) no Group Company is, nor has any Group Company been for in the past five (5) three years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the such Group Company, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the any Group Company before the National Labor Relations Board or similar state or foreign agencyBoard; and (iv) there has never been, nor, to the knowledge of the Company, there has there ever never been any threat of in writing of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the affecting any employees of any Group Company. (c) The Each Group Company is and has been during the past three years in material compliance in all material respects with all applicable Laws and contracts relating to labor and the employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”)amended, or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, and occupational safety and health requirements (including any federalrequirements, state or local Laws and orders by Governmental Authorities related to COVID-19)payment of wages, hours of work, and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any material arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The To the knowledge of the Company, no Group Company has complied and is in compliance in all material respects with, has not materially violated, and is not delinquent in material violation ofpayments to any of its current or former employees for any wages, and has not received salaries, commissions, bonuses or other direct compensation for any notices services performed by them or amounts required to be reimbursed to such employees or in payments owed upon any termination of material non-compliance or violation or alleged material non-compliance or violation with respect to, the employment of any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19such employees. (e) There has been and will be To the knowledge of the Company, (i) no layoffemployee of any Group Company is a party to or is bound by any confidentiality agreement, plant closing, termination, redundancy non-competition agreement or other contract (with any other forms of employment losses in the six-month period prior to Closing Person) that would trigger materially interfere with: (A) the obligations performance by such employee of any of his or her duties or responsibilities as an officer or employee of such Group Company or (B) such Group Company’s business or operations; or (ii) no employee of any Group Company has given written notice of his or her intent to terminate his or her employment with such Group Company, nor does the Company have any intention to terminate the employment of any of the Company under the WARN Act or similar state, local or foreign Lawsforegoing. (f) With respect to each current independent contractor To the knowledge of the Company, Section 4.11(f) of with regard to any individual who performs or performed services for any Group Company and who is not treated as an employee for Tax purposes by such Group Company, to the Company Disclosure Schedule sets forth for each such person (i) their role in the business knowledge of the Company; (ii) , such Group Company has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes. To the initial date they were retained to perform services; (iii) knowledge of the primary location from which services are performed; (iv) their fee Company, each of the employees of the Group Companies has been properly classified by the Company as “exempt” or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except “non-exempt” under applicable Law except as would not result in be material liability, the Company has properly completed all reporting and verification requirements pursuant adverse to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Group Company.

Labor and Employment Matters. (a) Section 4.11(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The No Group Company is not, nor has been for the past five (5) years, a party to, to or bound by, or negotiating by any collective bargaining agreement or other contract with a agreement, trade union, works council or other labor organization union Contract applicable to persons employed by it, and there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit relating to any employee of any Group Company. Except those that would not have, individually or in the Companyaggregate, nora Company Material Adverse Effect, there are no unfair labor practice complaints pending or, to the knowledge of the Company, (i) are there threatened against any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Group Company before the National Labor Relations Board any Governmental Authority and there is no organized strike, slowdown, work stoppage or lockout, or similar state or foreign agency; and (iv) there has never been, noractivity or, to the knowledge of the Company, has there ever been threatened against or involving any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Group Company. (cb) The Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, each Group Company (i) is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment and employment practices, employment discriminationincluding those related to wages, harassment work hours, shifts, overtime, Social Security Benefits, holidays and retaliationleave, collective bargaining terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining employment and the payment and withholding of taxes Taxes and other sums and social contributions as required by the appropriate Governmental Authority Authority, and (ii) is not liable for any arrears of wages, taxes, social contributionsTaxes, penalties or other sums for failure to comply with any of the foregoing. The Except as would not have, individually or in the aggregate, a Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employeesMaterial Adverse Effect, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4A) years, there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or, to the knowledge of the Company, threatened before any Governmental Authority with respect to any persons currently or formerly employed by any Group Company, (B) there is no charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted or is now pending or, to the knowledge of the Company, threatened with respect to any Group Company, and (C) there is no charge of discrimination in employment or employment practices, for any reason, including, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the knowledge of the Company, threatened against any Group Company before any Governmental Authority in any jurisdiction in which any Group Company has employed or currently employs any person. (c) The Company has made available to Parent true and complete copies of each Company Employee Plan and each Company Employee Agreement including all material amendments thereto (provided, that for Company Employee Agreements that are standard form agreements, the form, rather than each individual agreement, has been made available to Parent, with the exception that any Company Employee Agreement that deviates materially from the form have not been any pending separately made available to Parent). (d) Each Company Employee Plan is and has at all times been operated and administered in compliance with the provisions thereof and all applicable legal requirements in all material respects. There are no material claims (other than for benefits incurred in the ordinary course) or threatened Actionslegal proceedings pending, or, to the knowledge of the Company’s knowledge, threatened against any threatened Actions, involving Company Employee Plan or against the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect assets of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19Employee Plan. (e) There has been and Except as contemplated otherwise under this Agreement or the Original Merger Agreement, no Company Employee Plan or Company Employee Agreement exists that, as a result of the execution of this Agreement or the Original Merger Agreement, shareholder approval of this Agreement, or the consummation of the Transactions (whether alone or in connection with any subsequent event(s), such as a termination of employment), will be no layoffentitle any current or former director, plant closingofficer, termination, redundancy employee or consultant of any Group Company to (i) material compensation or benefits (including any severance payment or benefit) or any other forms material increase in compensation or benefits upon any termination of employment losses on or after the Original Execution Date, or (ii) accelerate the time of payment or vesting or result in any payment or funding of compensation or benefits under, increase the six-month period prior to Closing that would trigger the obligations amount payable or result in any other obligation pursuant to, any of the Company under the WARN Act Employee Plans or similar state, local or foreign LawsCompany Employee Agreements. (f) With No Group Company nor any of its ERISA Affiliates has at any time since December 31, 2014 sponsored or been obligated to contribute to, or had any liability in respect of, (i) an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) subject to each current independent contractor Title IV of ERISA, Section 412 of the CompanyCode or Section 302 of ERISA (including any “multiemployer plan” within the meaning of Section (3)(37) of ERISA), (ii) a “multiple employer plan” as defined in Section 4.11(f413(c) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; Code, or (iii) a “multiple employer welfare arrangement” within the primary location from which services are performed; (ivmeaning of Section 3(40) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagementERISA. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant The Group Companies maintain no obligations to Law regarding work authorization and immigration gross-up or reimburse any individual for all of its employeesany Tax or related interest or penalties incurred by such individual, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment under Sections 409A or sexual misconduct by any officer, director or employee 4999 of the CompanyCode or otherwise.

Labor and Employment Matters. (a) Section 4.11(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The No Group Company is not, nor has been for the past five (5) years, a party to, or bound by, or currently negotiating in connection with entering into, any collective bargaining agreement agreements or labor contracts or understandings with any labor unions, works councils, or labor organizations. There are no labor unions, works councils or other contract with organizations representing or purporting to represent any employee, officer, director, consultant or independent contractor of any Group Company (each, an “Employee”), nor are there any organizational campaigns, petitions or other unionization activities seeking recognition of a unioncollective bargaining unit which could affect any Group Company. Except as set forth the Company SEC Reports or in Section 3.12(a) of the Disclosure Schedule, works council there is no material (i) unfair labor practice, labor dispute (other than routine individual grievances) or labor organization applicable to persons employed by the Company, norarbitration proceeding pending or, to the knowledge of the Company, (i) are there threatened against any activities Group Company, or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wageslockout, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never beenstrike, norslowdown, work stoppage or, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime thereof by or other similar labor disruption or dispute with respect to any current or former Employee of any Group Company (while such former Employee was employed at a Group Company), and during the last three (3) years there has not been any such lockout, strike, slowdown or work stoppage. (b) There are no material complaints, charges or claims against any Group Company pending or, to the knowledge of the Company, threatened to be brought by or filed with any Governmental Authority arising out of the employment or termination of employment of any individual by any Group Company. (c) The Each Group Company (i) is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment and employment practices, employment discriminationincluding those related to wages, harassment work hours, shifts, overtime, Social Security Benefits, holidays and retaliationleave, collective bargaining terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining employment and the payment and withholding of taxes Taxes and other sums and social contributions as required by the appropriate competent Governmental Authority and (ii) has, in all material respects, withheld and paid in full to the competent Governmental Authority, or are holding for payment not yet due to such Governmental Authority, all amounts required to be withheld from or paid with respect to any of its current or former Employees or any other person (including the withholding and payment of all individual income taxes and contributions to Social Security Benefits payable), and (iii) is not liable for any arrears material arrearages of wages, taxes, social contributionsTaxes, penalties or other sums for failure to comply with any of the foregoing. The Each Group Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating and, to the misclassification knowledge of any Person as an independent contractor rather than an employeethe Company, each of the other parties thereto is in material compliance with all agreements for labor dispatch or similar services received by such Group Company. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not material claim with respect to payment of wages, salary, Social Security Benefits, commission or overtime pay that has been any asserted or is now pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor knowledge of the Company, Section 4.11(f) threatened before any Governmental Authority with respect to any persons currently or formerly employed or engaged by any Group Company. No Group Company is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to persons employed or engaged by it or its labor or employment practices. There is no material charge or proceeding with respect to a material violation of any occupational safety or health standards that has been asserted or is now pending or, to the Company Disclosure Schedule sets forth for each such person (i) their role in the business knowledge of the Company; (ii) the initial date they were retained , threatened with respect to perform services; (iii) the primary location from which services are performed; (iv) their fee any Group Company. There is no material charge of discrimination or compensation arrangements; (v) whether engaged directly harassment in employment or through a staffing agency; and (vi) employment practices, for any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employeesreason, including age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee knowledge of the Company, threatened before any Governmental Authority in any jurisdiction in which any Group Company has employed or employs any person.

Labor and Employment Matters. (a) Section 4.11(a3.19(a) of the Company Seller Disclosure Schedule sets forth contains a true, correct and complete list of all employees of the Company as of the date hereofof this Agreement of the names and current annual salary rates or current hourly wages (as applicable), including any employee who is on a bonus opportunity, hire date, accrued vacation and paid-time-off, principal work location, employer and leave status of absence of any nature, authorized or unauthorized, that sets forth for all Business Employees and each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) employee’s status as being exempt or non-exempt nonexempt from the application of state and federal wage and hour requirements; (vi) current annual base compensation rate (orlaws applicable to employees who do not occupy a managerial, for hourly employeesadministrative, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law)professional position. (b) The Company is not, nor has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge Each of the CompanySold Companies is in material compliance with all applicable Laws respecting employment and employment practices, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment, wages, hours of work, employment of any of their employees; (iii) there standards, human rights, pay equity, privacy, workers compensation, workplace safety and insurance, labor relations, occupational safety and health and other labor and employment-related matters. There are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state any other Governmental Entity, grievances, complaints, claims or foreign agency; and (iv) there has never beenjudicial or administrative proceedings, norin any case, which are pending or, to the knowledge Knowledge of the CompanySeller, has there ever been any threat threatened by or on behalf of any strikeBusiness Employees, slowdown, work stoppage, lockout, concerted refusal to work overtime and the Sold Companies have not received any notice that any representation or petition respecting the Business Employees has been filed with the National Labor Relations Board or any other similar labor disruption or dispute with respect to the CompanyGovernmental Entity. (c) Except as set forth on Section 3.19(c) of the Seller Disclosure Schedule, the Sold Companies have not experienced since August 26, 2011 (and to the Knowledge of Seller, between January 1, 2010 and August 26, 2011), and to the Knowledge of Seller, there are no pending or threatened, labor disputes, grievances, work stoppages, requests for representation, pickets, work slow-downs or any actions or arbitrations that involve the labor or employment relations of the Sold Companies or the Business Employees. None of the Sold Companies is (i) a party to, and no Business Employee is covered by, any collective bargaining agreement or other Contract or understanding with a labor union or organization or (ii) obligated to inform or consult any works council with respect to the transactions contemplated by this Agreement. The Sold Companies are not currently engaged in any negotiation with any labor union or organization, and no union, or other employee organization is currently representing or purporting to represent any Business Employees and, to the Knowledge of Seller, there are no organizational efforts by any labor organization or any group of employees with respect to the formation or recognition of a collective bargaining unit presently being made involving Business Employees. (d) Section 3.19(d) of the Seller Disclosure Schedule contains a list of all individual independent contractors, individual consultants, individual agents or individual agency employees engaged as of the date of this Agreement by the Sold Companies, along with the position, date of retention and rate of remuneration for each such Person. (e) Except as set forth on Section 3.19(e) of the Seller Disclosure Schedule, none of the Sold Companies has effectuated since August 26, 2011 (and to the Knowledge of Seller, between January 1, 2010 and August 26, 2011), nor does any Sold Company is and has been currently have plans to effectuate (i) a “plant closing,” as defined in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), (ii) a “mass layoff” (as defined in the WARN Act) or (iii) such other layoff, reduction in force or employment terminations sufficient in number to trigger application of any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matterslaw which would be material. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. Sellers shall deliver to Purchaser within seven (7) business days after the Effective Date, a list of all salaried and hourly employees and the current compensation of each employee of any of the Sellers involved in the operation of the Locations (the “Seller Employees”), excluding Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxxxxxx X. Xxxxxxx and Xxxxxxxxx X. Xxxxxxx. (a) Section 4.11(a) Except as set forth on Schedule 5.12(a), there are no agreements, arrangements, or understandings that would restrict a Seller’s ability to terminate the employment or any or all of the Company Disclosure Schedule sets forth Seller Employees for any lawful reason or for no reason at all, without penalty or liability. No Seller is a trueparty to, correct and complete list of all there does not otherwise exist, any union, collective bargaining or similar agreement with respect to employees of a Seller. To the Company as Knowledge of the date hereofSellers, including any employee who there is on a leave of absence of any natureno pending or threatened strike, authorized work stoppage or unauthorizedwork slowdown, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior relating to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law)Assets. (b) The Company is notExcept as set forth on Schedule 5.12(b), nor no Seller presently has, or has been for had within the past last five (5) years, a party toany pension, bound byprofit sharing, deferred compensation, or negotiating any collective bargaining agreement other employee pension or other contract with a union, works council health or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, (i) are there any activities welfare benefit plan or proceedings of any labor union to organize any such employees, (ii) the Company does not arrangement in which Seller Employees participate or have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Companyparticipated. (c) The Company To Sellers’ Knowledge, (i) each Seller is and has been in material compliance in all material respects with all applicable Laws federal and contracts relating to labor state laws respecting employment and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment wages and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform serviceseach Seller is not and has not been engaged in any unfair labor practices; and (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination each Seller has complied with all material applicable requirements of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration and Reform and Control Act of 1986. There are no pending or, to the Knowledge of Sellers, threatened EEOC or DFEH claims, OSHA complaints, union grievances, wage and has otherwise complied with such Lawshour claims, including (without limitation) unemployment compensation claims, workers’ compensation claims or the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)like filed by or relating to any Seller Employees. (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) of The Company has made available to Adara in the Company Disclosure Schedule sets forth Virtual Data Room a true, correct and complete list of all employees of the Company Group as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that and sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): : (i) name; (ii) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (viiv) current annual base compensation rate rate; and (or, for hourly employees, the applicable hourly compensation rate); (viiv) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31compensation, 2021; including any and (ix) anticipated return to work date if employee is on a leave of absenceall outstanding annual bonuses and deferred bonuses. As of the date hereof, all compensation, including wages, commissions and bonuses and any severancebonuses, due and payable to all current and former employees of the Company Group for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (bi) The There are no material Actions pending or, to the knowledge of the Company, threatened against any Company Group Member by any of its current or former employees, which Actions would be material to any Company Group Member; (ii) no Company Group Member is not, nor has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Companyany Company Group Member, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no material unfair labor practice complaints pending against the any Company Group Member before the National Labor Relations Board or similar state or foreign agencyBoard; and (iv) there has never not been, nor, to the knowledge of the Company, has there ever been any material threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting, or, to the knowledge of the Company, threat thereof, by or with respect to the Companyany employees of any Company Group Member. (c) The Company Group is and has have in the past six (6) years been in compliance in all material respects with all applicable Laws and contracts relating to labor and the employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”)amended, or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, and occupational safety and health requirements (requirements, including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws those related to wages, hours, hours and collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee foregoing except as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has would not, and within the last four (4) years has not been, subject to any order, decree, injunction individually or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior aggregate, reasonably be expected to Closing that would trigger the obligations of the have a Company under the WARN Act or similar state, local or foreign LawsMaterial Adverse Effect. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. The Sellers have made available to the Buyers the name and current rate of compensation of all employees and all natural Persons who are independent contractors or consultants of the AUC Entities as of the current date thereon, including, to the extent applicable, (a) Section 4.11(a) base salary (or base rate of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part timecompensation); (iib) work locationbonus arrangements; (iiic) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021commission arrangements; and (ixd) anticipated return to work date if employee is on a leave of absence. As of the date hereofon which the most recent salary or compensation increase went into effect. Each AUC Entity is in compliance with all federal and state laws respecting employment practices, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is not, nor has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment and wages and hours. None of the AUC Entities is a party to or bound by any collective bargaining agreement, contract or other agreement or understanding, and to the Knowledge of the Sellers, there has been no organized effort by any labor union during the three (3) years prior to the date of this Agreement to organize any employees of the Sellers into one (1) or more collective bargaining units. None of the AUC Entities is subject to any charge, demand, petition or representation proceeding seeking to compel, require or demand it to bargain with any labor union or labor organization nor is there pending or, to the Knowledge of the Sellers, threatened, any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the employees of any AUC Entity. Except as set forth on Section 4.8 of their employees; (iii) there are no the Disclosure Schedule, none of the AUC Entities has received written notice of the commencement of any Legal Proceeding asserting that any AUC Entity has engaged in any unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge Knowledge of the CompanySellers, has there ever any such Legal Proceeding been any threat threatened by or on behalf of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime employee or other similar labor disruption or dispute with respect to the Company. (c) The Company is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification group of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment mattersAUC Entities. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(aMenlo is not and during the past three (3) years has not been a party to, nor bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related agreements or arrangements with any labor union, trade union or other labor organization or works council; and there are no labor agreements, collective bargaining agreements or any other labor-related agreements that pertain to any of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absenceMenlo. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former no employees of the Company for services performed on or prior Menlo are represented by any labor organization with respect to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will their employment would not be permitted by Law)with Menlo. (b) The Company No labor union, labor organization, works council, or group of employees of Menlo has made a pending (as of the date of this Agreement) demand for recognition or certification and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Menlo, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. As of the date of this Agreement, Menlo and Menlo Merger Sub have no Knowledge of any labor union organizing activities with respect to any employees of Menlo. (c) During the past three (3) years, there has been no actual or, to the Knowledge of Menlo, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, job action, picketing, question concerning representation, union organizing activity, slowdowns or work stoppages or any similar activity or dispute against or affecting Menlo. (d) Menlo (or any predecessor entities, if applicable) is and during the past three (3) years has been in compliance, in all material respects, with all applicable Contracts and laws respecting employment and employment practices, including without limitation, all laws respecting terms and conditions of employment, pension, accrued vacation and contributions to all Foamix Benefit Plans, withholding (as related to tax, pension, severance payments and social benefits), termination of employment, working during rest days, privacy, health and safety, wages and hours, overtime and overtime payment, pay slips, collective relations, notices to employees, independent contractors, worker classification, wage protection, enforcement of labor laws, foreign employees, child labor, immigration, discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, unfair labor practice of any nature and obtaining the required license and permit for employment, except where such non-compliance would not, nor has been individually or in the aggregate, reasonably be expected to constitute a Menlo Material Adverse Effect. (e) Menlo is not delinquent in payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid, except where such delinquency would not, individually or in the past aggregate, reasonably be expected to constitute a Menlo Material Adverse Effect. (f) To Menlo’s Knowledge, no employee of Menlo is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation to a former employer of any such employee relating (i) to the right of any such employee to be employed by Menlo or (ii) to the Knowledge or use of trade secrets or proprietary information, except for such violations as would not, individually or in the aggregate, reasonably be expected to have a Menlo Material Adverse Effect. (g) To the Knowledge of Menlo, in the last five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Company. (c) The Company is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims allegations of sexual harassment or sexual misconduct by any officer, director other kinds of harassment (including workplace retaliation) have been made against an officer or employee of the CompanyMenlo.

Labor and Employment Matters. (a) Section 4.11(a) of the The Company Disclosure Schedule sets forth has Made Available to Parent a true, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 20212023; (viii) accrued paid time off as of December 31, 20212022; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due earned, due, and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would is not be permitted by Law). (b) The Company is not, nor and has not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge Knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge Knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Company. (c) The Company is and has been in compliance compliance, since June 5, 2020, in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is does not liable have any liability for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Since June 5, 2020, the Company does has not have had any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any has no material liability since June 5, 2020 relating to the misclassification of any Person as an independent contractor rather than an employee. There Since June 5, 2020, there have been no misclassification claims filed or threatened in writing against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four three (43) years, there is no and there have not been any pending or threatened Actions, or, to the Knowledge of the Company’s knowledge, any Actions threatened Actionsin writing, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four three (43) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company There has complied and is in compliance in all material respects with, has not materially violatedbeen, and is not in material violation ofas currently contemplated as of the date of this Agreement, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect towill be, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month six (6)-month period prior to Closing that would reasonably trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (fe) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth has Made Available to Parent for each such person (i) a brief description of the services they perform, if not otherwise set forth in their role in the business of underlying agreements with the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (gf) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (the “IIRIRA”). (hg) The Since June 5, 2020, the Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or managerial level employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a3.13(a) of the Company Disclosure Schedule Letter sets forth a true, complete and correct and complete list of all employees of the Company and the Company Subsidiaries as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for stating each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): employee’s: (i) title or position (including whether full or part time); name, (ii) work location; position, (iii) employing entity; , (iv) hire date; , (v) status as exempt or non-exempt from wage and hour requirements; work location (city, state, country), (vi) current annual base compensation rate (orrate, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cashincentive-based incentive based compensation target for 2021; compensation, (viii) accrued paid full-time off as or part-time status, (ix) overtime exempt or non-exempt status, (x) active or leave status (and, if on leave, the nature of December 31the leave and the expected return date), 2021(xi) type of employer sponsored visa, if applicable; and (ixxii) employment status (whether such person is or is not employed “at will”). (b) Section 3.13(b) of the Company Disclosure Letter sets forth a complete and correct list of all independent contractors of the Company and the Company Subsidiaries as of the date hereof, stating each such independent contractor’s: (i) name; (ii) entity engaging the independent contractor; (iii) date of commencement of service and anticipated return termination date, if applicable; (iv) work location (city, state, country); (v) material terms of engagement, including fees or other remuneration; and (vi) if there is a written contract for the work to be performed. All individuals who are performing, and for the three (3) year period preceding the date hereof have performed, services for the Company or any of the Company Subsidiaries while classified as independent contractors have been properly so classified for all purposes. (c) No employee of the Company or any of the Company Subsidiaries is represented by any labor union or other employee association in respect of his/her employment with the Company or any of the Company Subsidiaries. There is no collective bargaining or other labor-related agreement or arrangement in force, or currently being negotiated, with respect to the employees of the Company or any of the Company Subsidiaries, and there are no current or, to the Knowledge of the Company, threatened attempts to organize or establish any labor union or other employee association with respect to the employees of the Company or any of the Company Subsidiaries, nor have there been any such attempts since January 1, 2020. There is no, and has not been since January 1, 2020, a strike, lockout, slow down or work date if stoppage with respect to any employees of the Company or any of the Company Subsidiaries nor, to the Knowledge of the Company, has any such action been threatened since January 1, 2020. There is no, and has not been since January 1, 2020, an unfair labor practice complaint, material labor dispute or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or any of the Company Subsidiaries since January 1, 2020. (d) The Company and each of the Company Subsidiaries is in material compliance with all applicable Laws relating to employment and labor matters, including relating to wages, hours of work, vacation pay, pay equity, overtime pay, occupational health and safety, child labor, worker’s compensation, disability rights and benefits, employee leave issues, unemployment insurance, anti-discrimination and anti-harassment, equal opportunity, plant closures and layoffs, affirmative action, labor relations, immigration, and any other terms and conditions of employment. (e) Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of the Company Subsidiaries has received written notice since January 1, 2020 of the intent of any Governmental Entity responsible for the enforcement of employment or labor matters, including occupational health and safety, workplace safety and workers compensation insurance Laws, to conduct an investigation of the Company or any of the Company Subsidiaries and no such investigation is on in progress or, to the Knowledge of the Company, threatened. There are no outstanding Actions relating to employment or labor matters, there have been no such Actions since January 1, 2020 and, to the Knowledge of the Company, no such Actions are currently threatened. (f) Neither the Company nor any of the Company Subsidiaries is a leave party to a settlement agreement with a current or former director, officer, employee or independent contractor of absencethe Company or any of the Company Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either an officer or employee of the Company or any of the Company Subsidiaries. As of the date hereof, all compensationand since January 1, including wages2020, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is not, nor has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Company. (c) The Company is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims allegations of sexual harassment or sexual misconduct by have been made against any officer, director officer or employee of the Company or any of the Company Subsidiaries. (g) To the Knowledge of the Company, no employee of the Company or any of the Company Subsidiaries is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition or other restrictive covenant agreement or other obligation to the Company, any of the Company Subsidiaries or a third party. (h) Neither the Company nor any of the Company Subsidiaries currently employ any employee in Canada, and neither the Company nor any of the Company Subsidiaries has employed any employee in Canada since January 1, 2021.

Labor and Employment Matters. (a) Except as set forth in Section 4.11(a5.16(a) of the Company Disclosure Schedule sets forth a trueSchedule, correct and complete list of all employees none of the Company as of the date hereof, including or any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company Subsidiaries is not, nor has been for the past five (5) years, a party to, bound by, by or negotiating has any obligation with respect to any collective bargaining agreement or other contract labor union Contract, nor has it experienced any actual or threatened strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. Except as has not resulted in, and would not reasonably be expected to result in, a material liability to the Company and the Company Subsidiaries, taken as a whole, (i) none of the Company or any of the Company Subsidiaries has breached or otherwise failed to comply with a unionthe provisions of any Company collective bargaining agreement and there are no grievances or arbitrations outstanding thereunder; (ii) there are no labor organizational campaigns, works council or labor organization applicable to persons employed by the Companycorporate campaigns, norpetitions, demands for recognition or, to the knowledge Knowledge of the Company, (i) are there any other unionization activities or proceedings seeking recognition of any labor union to organize any such employees, (ii) a bargaining unit at the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employeesthe Company Subsidiaries; (iii) there are no unfair labor practice charges, grievances, arbitrations or other complaints pending against the Company or union matters before the National Labor Relations Board or similar state other labor board of Governmental Authority or foreign agencyarbitrator (public or private) that would reasonably be expected to affect the employees of the Company and the Company Subsidiaries; and (iv) there has never been, norare no current or, to the knowledge Knowledge of the Company, has there ever been threatened strikes, slowdowns, lockouts, organized labor disputes or work stoppages, involving the Company or any threat of any the Company Subsidiaries, and no such strike, slowdown, work stoppage, lockout, concerted refusal to organized labor dispute or work overtime stoppage has occurred within the two (2) years preceding the date hereof; (v) the execution of this Agreement and the consummation of the Transactions will not result in any breach or other similar violation of any collective bargaining agreement; (vi) the execution of this Agreement will not result in any breach or other violation of any notice, information or consultation obligations under applicable labor disruption or dispute with respect to Law; (vii) the Company. (c) The Company is and has the Company Subsidiaries are and have at all times been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including x) the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws)applicable Law relating to plant closings and layoffs and (y) applicable Law respecting labor, employment, hiring, termination, immigration, meal fair employment practices (including equal employment opportunity Law), terms and rest breaksconditions of employment, payroll documents and wage statements, pay equity, affirmative action obligationsclassification of employees, workers’ compensation, the classification disability, discrimination, engagement of employees independent contractors, harassment, retaliation, and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leavemandatory social insurance, occupational safety and health requirements (including any federalhealth, state or local Laws and orders by Governmental Authorities related to COVID-19)affirmative action, plant closings, and all Laws related wages and hours; and (viii) there are no legal actions, government investigations, or labor grievances pending, or, to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any Knowledge of the foregoing. The Company does not have Company, threatened, relating to any material liability for the misclassification of employment related matter involving any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by or any current Subsidiary or former employeesapplicant, independent contractors including, but not limited to, charges of unlawful discrimination, retaliation or temporary workers harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or by any Governmental Authority. Currently and during the past four (4) yearsbenefits, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect other alleged violations of any labor or employment mattersLaw. (db) (iExcept as set forth in Section 5.16(b) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under Disclosure Schedule, to the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor Knowledge of the Company, Section 4.11(f) no current key employee of the Company Disclosure Schedule sets forth for each such person or any of the Company Subsidiaries (i) their role in intends to terminate his or her employment with the business of the Company; Company or such Subsidiary, (ii) has received an offer to join a business that may be competitive with the initial date they were retained to perform services; Company’s or the Company Subsidiary’s business, or (iii) is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the primary location from which services are performed; (ivCompany) their fee that may materially interfere with such employee’s performance of his or compensation arrangements; (v) whether engaged directly her duties or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, responsibilities to the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with or such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)Subsidiary. (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) The Company and each of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): its Subsidiaries (i) title has withheld and paid to the appropriate Governmental Entities, or position (including whether full or part time)is withholding for payment not yet due to such entities, all amounts required to be withheld from its employees; (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is not, nor has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Company. (c) The Company is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributionsTaxes, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act ; and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4iii) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects withwith all applicable Laws relating to the employment of labor, has not materially violatedincluding Title VII of the Federal Civil Rights Act of 1964, as amended, the Occupational Safety and Health Act, and is not in material violation ofthose relating to hours, wages, collective bargaining and has not received any notices the payment and withholding of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; Taxes and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19other sums as required by appropriate authorities. (eb) There has been and will be no layoff, plant closing, termination, redundancy Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor contract applicable to the employees of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is subject to any (i) unfair labor practice complaint pending before the National Labor Relations Board or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar federal, state, local or foreign Lawsagency, (ii) pending or threatened labor strike, slowdown, work stoppage, lockout, or other organized labor disturbance, or threat thereof, (iii) pending grievance proceeding, (iv) pending representation question respecting the employees of the Company or any of its Subsidiaries, (v) pending arbitration proceeding arising out of or under any collective bargaining agreement or (vi) attempt by any union to represent employees of the Company or any of its Subsidiaries as a collective bargaining agent. (fc) With respect to each current independent contractor None of the Company, Section 4.11(f) current or former independent contractors of the Company Disclosure Schedule sets forth for each such person (i) their role in the business or any of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except its Subsidiaries could be reclassified as an employee, except as would not have and would not reasonably be expected to have or result in a material liability, adverse effect on the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)Subsidiaries. (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) Except as would not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect: (i) as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), there are no ongoing collective bargaining agreement negotiations which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return are scheduled to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or begin prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law).consummation of the Transactions; (bii) The neither the Company is not, nor any Company Subsidiary has been for the past five (5) years, a party to, bound by, breached or negotiating otherwise failed to comply with any provision of any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize Contract, and there are no grievances outstanding against the Company or any Company Subsidiary under any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; Contract; (iii) there are no unfair labor practice complaints pending against the Company or any Company Subsidiary before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, noror, to the knowledge of the Company, has any claims concerning representation by a union or any collective bargaining unit under the National Labor Relations Act involving employees of the Company or any Company Subsidiary; (iv) as of the date hereof, there ever been any threat of any is no strike, slowdown, work stoppage, stoppage or lockout, concerted refusal or, to work overtime the knowledge of the Company, threat thereof, by or other similar labor disruption or dispute with respect to any employees of the CompanyCompany or any Company Subsidiary; (v) there are no demands, claims or threats of suit by former or current employees which assert “whistleblower” claims under any Law; and (vi) there are no government Contracts which subject the Company to Executive Order No. 11246 and there are no proceedings or audits underway or known to be scheduled by the Office of Federal Contract Compliance Programs. The consent of the labor unions which are a party to the collective bargaining agreements listed in Section 3.11 of the Company Disclosure Schedule is not required to consummate the Transactions. (cb) The Except as would not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of the Transactions or otherwise prevent or materially delay the Company is from performing its obligations under this Agreement and has been would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect: (i) the Company and the Company Subsidiaries are in compliance in all material respects with all applicable Laws and contracts relating to labor and employmentthe employment of labor, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is have withheld and paid to the appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Company or any Company Subsidiary and are not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The ; (ii) neither the Company does not have nor any material liability for the misclassification of Company Subsidiary is a party to, or otherwise bound by, any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have consent decree with any material liability Governmental Authority relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed employees or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four employment practices; (4iii) years, there is no and there have not charge or proceeding with respect to a violation of any occupational safety or health standards that has been any asserted or is as of the date hereof pending or threatened Actions, or, with respect to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor ; and (iv) there is no charge of discrimination in employment or employment matters, including any claims relating to unfair labor practices, discriminationfor any reason, harassmentincluding, retaliationwithout limitation, age, gender, race, religion or equal pay. The Company has notother legally protected category, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There which has been and will be no layoffasserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, plant closing, termination, redundancy or any other forms of employment losses Governmental Authority in the six-month period prior to Closing that would trigger the obligations of any jurisdiction in which the Company under the WARN Act or similar state, local any Company Subsidiary has employed or foreign Lawsemploy any person. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) Except as would not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of the Company Disclosure Schedule sets forth Transactions or otherwise prevent or materially delay the Parent from performing its obligations under this Agreement and would not reasonably be expected, individually or in the aggregate, to have a true, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): Parent Material Adverse Effect: (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable there are no ongoing collective bargaining agreement negotiations which are scheduled to all current and former employees of the Company for services performed on or begin prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law).consummation of the Transactions; (bii) The Company is not, neither the Parent nor any Parent Subsidiary has been for the past five (5) years, a party to, bound by, breached or negotiating otherwise failed to comply with any provision of any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize Contract, and there are no grievances outstanding against the Parent or any Parent Subsidiary under any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; Contract; (iii) there are no unfair labor practice complaints pending against the Company Parent or any Parent Subsidiary before the National Labor Relations Board or similar state to the knowledge of Parent, any claims concerning representation by a union or foreign agency; and any collective bargaining unit under the National Labor Relations Act involving employees of the Parent or any Parent Subsidiary; (iv) as of the date hereof, there has never beenis no strike, norslowdown, work stoppage or lockout, or, to the knowledge of the CompanyParent, has there ever been any threat of any strikethereof, slowdown, work stoppage, lockout, concerted refusal to work overtime by or other similar labor disruption or dispute with respect to any employees of the CompanyParent or any Parent Subsidiary; (v) there are no demands, claims or threats of suit by former or current employees which assert “whistleblower” claims under any Law; and (vi) there are no government Contracts which subject the Parent to Executive Order No. 11246 and there are no proceedings or audits underway or known to be scheduled by the Office of Federal Contract Compliance Programs. The consent of the labor unions which are a party to the collective bargaining agreements listed in Section 4.11 of the Parent Disclosure Schedule is not required to consummate the Transactions. (cb) The Company is Except as would not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of the Transactions or otherwise prevent or materially delay the Parent from performing its obligations under this Agreement and has been would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect: (i) the Parent and the Parent Subsidiaries are in compliance in all material respects with all applicable Laws and contracts relating to labor and employmentthe employment of labor, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is have withheld and paid to the appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Parent or any Parent Subsidiary and are not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have ; (ii) neither the Parent nor any material liability for the misclassification of Parent Subsidiary is a party to, or otherwise bound by, any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have consent decree with any material liability Governmental Authority relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed employees or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four employment practices; (4iii) years, there is no and there have not charge or proceeding with respect to a violation of any occupational safety or health standards that has been any asserted or is as of the date hereof pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor the Parent; and (iv) there is no charge of discrimination in employment or employment matters, including any claims relating to unfair labor practices, discriminationfor any reason, harassmentincluding, retaliationwithout limitation, age, gender, race, religion or equal pay. The Company has notother legally protected category, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There which has been and will be no layoffasserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, plant closing, termination, redundancy or any other forms of employment losses Governmental Authority in any jurisdiction in which the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act Parent or similar state, local any Parent Subsidiary has employed or foreign Lawsemploy any person. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement or other Contract or understanding with a labor union or labor organization or written work rules or written practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its Subsidiaries. Except for such of the following as would not reasonably be expected to result in a Material Adverse Restriction, there is no (i) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries relating to their respective businesses, (ii) to the knowledge of the Company, activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any of its Subsidiaries or (iii) lockout, strike, slowdown, work stoppage or, to the knowledge of the Company, threat thereof by or with respect to any such employees. (b) Section 4.11(a) 5.15 of the Company Disclosure Schedule sets forth Letter contains a true, correct true and complete list of all each of the Company’s material written personnel policies or rules applicable to employees of the Company or any of its Subsidiaries as of the date hereof, including any employee who is on a leave true, correct and complete copies of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return have heretofore been made available to work date if employee is on a leave of absencePurchaser. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is not, nor has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to To the knowledge of the Company, (i) are there any activities or proceedings the Company and its Subsidiaries are, and have at all times been, in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of any labor union to organize any such employeesemployment, wages, hours of work and occupational safety and health, (ii) the Company does not have a duty to bargain with any such union or organization no charges with respect to wagesor relating to the Company or its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other corresponding state agency, hours except for such charges as would not reasonably be expected to result in a Material Adverse Restriction, and the Company and its Subsidiaries have at all times been in material compliance with all federal and state Laws and regulations prohibiting discrimination in the workplace including, without limitation, Laws and regulations that prohibit discrimination and/or harassment on account of race, national origin, religion, gender, disability, age, workers compensation status or other terms and conditions of employment of any of their employees; otherwise, except where the failure to be in such compliance would not reasonably be expected to result in a Material Adverse Restriction, (iii) there are no unfair federal, state, local or foreign agency responsible for the enforcement of labor practice complaints pending against or employment Laws has notified the Company before that it intends to conduct an investigation with respect to or relating to the National Labor Relations Board or similar state or foreign agency; Company and its Subsidiaries and no such investigation is in progress, except where such investigations would not reasonably be expected to result in a Material Adverse Restriction, and (iv) except as would not reasonably be expected to result in a Material Adverse Restriction, there has never beenare no lawsuits, norcomplaints, controversies or other proceedings pending or, to the knowledge of the Company, has there ever been any threat applicant for employment or classes of the foregoing alleging breach of any strikeexpense or implied contract or employment, slowdown, work stoppage, lockout, concerted refusal to work overtime any Law or regulation governing employment or the termination thereof or other similar labor disruption discriminatory, wrongful or dispute tortious conduct in connection with respect to the Companyemployment relationship. (c) The As of the date hereof, within the last three years, the Company is and has been its Subsidiaries have not effectuated (i) a “plant closing” (as defined in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”)) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries, or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries; nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment mattersLaw. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) of the Company Disclosure Schedule Schedules sets forth forth, as of the date of this Agreement, a true, correct and complete list of all employees of the Company as of the date hereofand any Company Subsidiary, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that and sets forth forth, as of the date of this Agreement, for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): on a no name basis: (i) title or position (including whether full or part time); (ii) work locationhire date and service commencement date (if different); (iii) employing entitycurrent annualized base salary or (if paid on an hourly basis) hourly rate of pay; and (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absencecompensation. As of the date hereof, all compensation, including wages, commissions and bonuses and any severancebonuses, due and payable to all current and former employees of the Company and any Company Subsidiary for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The There are no material Actions pending or, to the knowledge of the Company, threatened against the Company is notor any Company Subsidiary by any of their respective current or former employees; (ii) neither the Company nor any Company Subsidiary is, nor has either the Company or any Company Subsidiary been for in the past five two (52) yearsyears prior to the date of this Agreement, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons Persons employed by the CompanyCompany or any Company Subsidiary, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company or any Company Subsidiary before the National Labor Relations Board or similar state or foreign agencyBoard; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting, or, to the knowledge of the Company, threat thereof, by or with respect to any employees of the CompanyCompany or any Company Subsidiary. (c) The Company is and has the Company Subsidiaries are and have been in the two (2) years prior to the date of this Agreement in compliance in all material respects with all applicable Laws and contracts relating to labor and the employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”)amended, or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, and occupational safety and health requirements (including any federalrequirements, state or local Laws and orders by Governmental Authorities related to COVID-19)payment of wages, hours of work, and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is are not liable for any material arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. Except as set forth in the Company Disclosure Letter: (a) Section 4.11(a) There are no agreements or arrangements on behalf of any officer, director or employee providing for payment or other benefits to such person contingent upon the execution of this Agreement, the Closing or a transaction involving a change of control of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of other than the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law)Stock Option Plan. (b) The Neither the Company nor any of its Subsidiaries is not, nor has been for the past five (5) years, a party to, or bound by, or negotiating any collective bargaining agreement or other contract contracts, arrangements, agreements or understandings with a union, works council labor union or labor organization applicable to persons employed that was certified by the CompanyNational Labor Relations Board ("NLRB"). There is no existing, norpending or, to the knowledge of the Company, threatened (i) are there unfair labor practice charge or complaint, labor dispute, labor arbitration proceeding or any activities other matter before the NLRB or proceedings any other comparable state agency against or involving the Company or any of any labor union to organize any such employeesits Subsidiaries, (ii) activity or proceeding by a labor union or representative thereof to organize any employees of the Company does not have a duty or any of its Subsidiaries, (iii) certification or decertification question relating to bargain with collective bargaining units at the premises of the Company or any such union of its Subsidiaries or organization (iv) lockout, strike, organized slowdown, work stoppage or work interruption with respect to such employees. (c) Neither the Company nor any of its Subsidiaries has taken any action that would constitute a "Mass Layoff" or "Plant Closing" within the meaning of the Worker Adjustment and Retraining Notification ("WARN") Act or would otherwise trigger notice requirements or liability under any state or local plant closing notice law. No agreement, arbitration or court decision or governmental order in any way limits or restricts any of the Company, any of its Subsidiaries or Parent from relocating or closing any of the operations of the Company or any of its Subsidiaries. (d) Except as set forth in the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has failed to pay when due any wages (including overtime wages), hours bonuses, commissions, benefits, taxes, penalties or assessments or other terms and conditions monies, owed to, or arising out of the employment of or any relationship or arrangement with, any officer, director, employee, sales representative, contractor, consultant or other agent. Except as set forth in the Company Disclosure Letter, the Company and its Subsidiaries are in compliance with all applicable Laws relating to employment and the payment of wages and benefits. There are no, and the Company has no reason to believe there would be any, citations, investigations, administrative proceedings or formal complaints of violations of any federal or state wage and hour laws pending or, to the knowledge of the Company, threatened before the Department of Labor or any federal, state or administrative agency or court against or involving the Company or any of their employees; its Subsidiaries. (iiie) The Company and each of its Subsidiaries are in compliance with all United States immigration laws relating to employment and have properly completed and maintained all applicable forms (including but not limited to I-9 forms) and, to the knowledge of the Company, there are no unfair labor practice citations, investigations, administrative proceedings or formal complaints of violations of the immigration laws pending or threatened before the Immigration and Naturalization Service or any federal, state or administrative agency or court against or involving the Company or any of its Subsidiaries. (f) There are no investigations, administrative proceedings, charges or formal complaints of discrimination (including discrimination based upon sex, age, marital status, race, national origin, sexual preference, disability, handicap or veteran status) pending or threatened before the Equal Employment Opportunity Commission or any federal, state or local agency or court against or involving the Company or any of its Subsidiaries. No discrimination, sexual harassment, retaliation and/or wrongful or tortious conduct claim is pending or, to the knowledge of the Company, threatened against the Company before or any of its Subsidiaries under the National 1866, 1877, 1964 or 1991 Civil Rights Acts, the Equal Pay Act, the Age Discrimination in Employment Act, as amended, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Relations Board Standards Act, ERISA, or similar any other federal law relating to employment or any comparable state or foreign agency; local fair employment practices act regulating discrimination in the workplace, and no wrongful discharge, libel, slander, invasion of privacy or other claim (ivincluding but not limited to violations of the Fair Credit Reporting Act, as amended, and any applicable whistleblower statutes) there has never beenunder any state or federal law is pending or, norto the knowledge of the Company, threatened against the Company or any of its Subsidiaries. (g) If the Company or any of its Subsidiaries is a Federal, State or local contractor obligated to develop and maintain an affirmative action plan, no discrimination claim, show-cause notice, conciliation proceeding, sanctions or debarment proceedings is pending or, to the knowledge of the Company, has there ever been threatened against the Company or any threat of its Subsidiaries with the Office of Federal Contract Compliance Programs or any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime other Federal agency or other similar labor disruption any comparable state or dispute with respect to the Companylocal agency or court and no desk audit or on-site review is in progress. (ch) The Company is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employmentThere are no citations, including Laws relating to employment practicesinvestigations, employment discriminationadministrative proceedings or formal complaints of violations of local, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, federal occupational safety and health requirements (including laws pending or, to the knowledge of the Company, threatened before the Occupational Safety and Health Review Commission or any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and agency or court against or involving the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties Company or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current its Subsidiaries. (i) No workers' compensation or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened retaliation claim is pending against the Company by or any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently of its Subsidiaries in excess of $100,000 in the aggregate and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company maintains adequate insurance with respect to labor or employment matters, including any workers' compensation claims relating pursuant to unfair labor practices, discrimination, harassment, retaliationinsurance policies that are currently in force, or equal pay. The Company has notaccrued an adequate liability for such obligations, and within the last four (4) years has not beenincluding, subject to any orderwithout limitation, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation adequate accruals with respect to, any Law relating or pertaining to COVID-19; accrued but unreported claims and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19retroactive insurance premiums. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that and sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): on a no name basis: (i) title or position (including whether full or part time); (ii) work locationhire date and service date (if different); (iii) employing entitycurrent annualized base salary or (if paid on an hourly basis) hourly rate of pay; and (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absencecompensation. As of the date hereof, all compensation, including wages, commissions and bonuses and any severancebonuses, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (bi) The There are no material Actions pending or, to the knowledge of the Company, threatened against the Company by any of their respective current or former employees; (ii) the Company is not, nor has the Company been for since the past five (5) yearsFormation Date, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agencyBoard; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting, or, to the knowledge of the Company, threat thereof, by or with respect to any employees of the Company. (c) The Company is and has been since the Formation Date in material compliance in all material respects with all applicable Laws and contracts relating to labor and the employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), 1988 or any similar state or local Laws), immigration, employee classification, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, and occupational safety and health requirements (including any federalrequirements, state or local Laws and orders by Governmental Authorities related to COVID-19)payment of wages, hours of work, and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is are not liable for any material arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The . (i) All individuals who perform or have performed services for the Company have been properly classified under applicable Law (A) as employees or individual independent contractors and (B) for employees, as an “exempt” employee or a “non-exempt” employee (within the meaning of the FLSA and state Law), (ii) no such individual has been improperly included or excluded from any Plan, and (iii) the Company does not have any material liability for the misclassification notice of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor inquiry or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by audit from any Governmental Authority or private settlement contract in respect of concerning any labor or employment matterssuch classifications. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) 5.11 of the Company Disclosure Schedule sets forth a true, correct the name and complete list current rate of all employees compensation of each employee of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absenceits subsidiaries. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of Neither the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees nor any of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company its subsidiaries is not, nor has been for the past five (5) years, a party to, to or bound by, or negotiating by any collective bargaining agreement or any other contract agreement with a labor union, works council or labor organization applicable to persons employed by the Company, nor; and, to the knowledge of the Company, (i) are there any activities or proceedings of has been no effort by any labor union during the 24 months prior to the date hereof to organize any such employees, (ii) employees of the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are its subsidiaries into one or more collective bargaining units. There is no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, noror, to the knowledge of the Company, threatened labor dispute, strike or work stoppage which materially affects or which may materially affect the business of the Company or any of its subsidiaries or which may materially interfere with its continued operations. None of the Company, its subsidiaries or any agent, representative or employee thereof has, within the last 24 months, committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the knowledge of the Company, threatened charge or complaint against the Company or any of its subsidiaries by or with the National Labor Relations Board or any representative thereof. There has there ever been any threat of any no strike, slowdown, walkout or work stoppage, lockout, concerted refusal to work overtime stoppage involving any of the employees of the Company or other similar labor disruption or dispute with respect any of its subsidiaries during the 24 months prior to the Company. (c) The date hereof. Each of the Company is and its subsidiaries has been in compliance complied in all material respects with all applicable Laws laws, rules and contracts regulations relating to labor and employment, civil rights and equal employment opportunities, including Laws relating to employment practicesbut not limited to, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Civil Rights Act of 19881964, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has notAct, and within the last four (4) years has not beenAmericans with Disabilities Act, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract as amended. Except as set forth in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) 5.11 of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liabilitySchedule, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all no knowledge that any executive or key employee or group of employees of the Company or any of its employees, including the Form I-9 and subsidiaries has retained for each former and current employee the Form I-9 for the periods required any plans to comply terminate employment with the Immigration Reform and Control Act of 1986, and has otherwise complied with Company or such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into subsidiaries as a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee result of the Companytransactions contemplated hereby or otherwise.

Labor and Employment Matters. (a) Section 4.11(a6.21(a) of the Company Disclosure Schedule Letter sets forth a truelist, correct and complete list as of the date of this Agreement, of all employees of the Company as whose annual rate of base compensation exceeds $150,000 per year, along with the date hereof, including any employee who is on a leave position and the annual rate of absence base compensation of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absenceperson. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is notnot the subject of any proceeding asserting that the Company has committed an unfair labor practice or is seeking to compel it to bargain with any labor union or labor organization that, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect, and there is not pending or, to the Knowledge of the Company, threatened, nor has there been for during the past five (5) yearsyears any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Company. The Company is not a party to, to or otherwise bound by, or negotiating by any collective bargaining agreement, contract or other agreement or other contract understanding with a union, works council labor union or labor organization applicable organization, and there are no labor organizations representing, purporting to persons employed by the Company, norrepresent or, to the knowledge Knowledge of the Company, seeking to represent any employees of Company. (ib) are there any activities or proceedings All of any labor union to organize any such employees, (ii) the employees of the Company does not have a duty are “at will” employees. The Company has made available to bargain with any such union or organization with respect to wagesParent accurate and complete copies of all current employee manuals and handbooks, hours or other terms disclosure materials, policy statements and conditions written particulars of employment relating to the employment of any the employees of their employees; (iii) there the Company. There are no unfair labor practice complaints pending complaints, charges, demands or claims against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, noror, to the knowledge Knowledge of the Company, has there ever been threatened to be brought or filed with any threat Governmental Entity in connection with the employment by or termination of employment of the Company of any strikeindividual, slowdownincluding but not limited to any claim relating to employment discrimination, work stoppagewrongful termination, lockoutbreach of contract, concerted refusal equal pay, sexual harassment, employee safety, and health, wages and hours, workers’ compensation, violation of public policy, fraud, retaliation or “whistleblowing,” except for routine claims incident to work overtime or other similar labor disruption or dispute with respect to the Companynormal plan operation. (c) The No employee of the Company is and has been in compliance in all material respects with all applicable Laws and contracts relating on long or short term disability leave, receiving benefits pursuant to labor and employmentworkers’ compensation legislation or on leave of absence, including Laws relating but not limited to employment practices, employment discrimination, harassment any leave of absence by reason of disability or pursuant to the Family and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Medical Leave Act of 1988, as amended (1993 or the “WARN Act”), Uniformed Services Employment and Reemployment Rights Act of 1994 or any related and/or comparable or applicable state Law. No current or former employee or consultant of the Company or any present or former spouse or child thereof is receiving benefits under any Benefit Plan pursuant to Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA or any similar state law (collectively, “COBRA”) or local Laws), immigration, meal is entitled to elect COBRA coverage under any Benefit Plan as a result of an event occurring prior to Closing. Parent and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including Purchaser will not incur any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification improper classification by the Company of any current or former employee employees as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, leased employees prior to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment mattersClosing. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violatedbeen, and is is, and the conduct of the business and operations of the Company has been, and is, in material compliance with and not in material violation ofof any applicable Laws regarding labor and employment matters including but not limited to Laws relating to employment discrimination, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect toretaliation, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoffequal pay, plant closing, termination, redundancy sexual or any other forms form of employment losses harassment, employee safety and health, leaves of absence, reasonable accommodation, wages and hours required policies, postings and disclosures and authorizations, breach of contract, wrongful termination in the six-month period prior to Closing that would trigger the obligations violation of the Company under the WARN Act or similar statepublic policy, local or foreign Lawsworkers compensation, California Business and Professions Code 16600 et seq. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed Fair Labor Standards Act, the California Labor Code, all reporting wage and verification requirements pursuant to Law regarding work authorization hour Orders and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)regulations promulgated thereunder. (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Except as set forth in Section 4.11(a) 3.16 of the Company Disclosure Schedule sets forth Letter: (a) There are no agreements or arrangements on behalf of any officer, director or employee providing for payment or other benefits to such person contingent upon the execution of this Agreement, the Closing or a true, correct and complete list transaction involving a change of all employees control of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Neither the Company nor any of its Subsidiaries is not, nor has been for the past five (5) years, a party to, or bound by, or negotiating any collective bargaining agreement or other contract contracts, arrangements, agreements or understandings with a union, works council labor union or labor organization applicable to persons employed that was certified by the CompanyNational Labor Relations Board ("NLRB"). There is no existing, norpending or, to the knowledge of the Company, threatened (i) are there unfair labor practice charge or complaint, labor dispute, labor arbitration proceeding or any activities other matter before the NLRB or proceedings any other comparable state agency against or involving the Company or any of any labor union to organize any such employeesits Subsidiaries, (ii) activity or proceeding by a labor union or representative thereof to organize any employees of the Company does not have a duty or any of its Subsidiaries, (iii) certification or decertification question relating to bargain with collective bargaining units at the premises of the Company or any such union of its Subsidiaries or organization (iv) lockout, strike, organized slowdown, work stoppage or work interruption with respect to wages, hours or other terms and conditions of employment of any of their such employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Company. (c) The Neither the Company is and nor any of its Subsidiaries has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions taken any action that would constitute a "Mass Layoff" or "Plant Closing" within the meaning of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification ("WARN") Act of 1988, as amended (the “WARN Act”), or would otherwise trigger notice requirements or liability under any similar state or local Laws)plant closing notice law. No agreement, immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including arbitration or court decision or governmental order in any federal, state way limits or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with restricts any of the foregoing. The Company does not have Company, any material liability for of its Subsidiaries or Parent from relocating or closing any of the misclassification operations of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by or any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment mattersits Subsidiaries. (d) Neither the Company nor any of its Subsidiaries has failed to pay when due any wages (i) The Company has complied and is in compliance in all material respects including overtime wages), bonuses, commissions, benefits, taxes, penalties or assessments or other monies, owed to, or arising out of the employment of or any relationship or arrangement with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.director,

Labor and Employment Matters. (a) Section 4.11(a) The Company and the Company Subsidiaries are neither party to, nor bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related agreements or arrangements with any labor union, labor organization or works council; there are no labor agreements, collective bargaining agreements or any other labor-related agreements that pertain to any of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company as of or the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021Company Subsidiaries; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former no employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company Subsidiaries are employed at-will (other than represented by any jurisdiction where at-will labor organization with respect to their employment would not be permitted by Law)with the Company or the Company Subsidiaries. (b) No labor union, labor organization, works council, or group of employees of the Company or the Company Subsidiaries 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 threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. The Company is notand the Company Subsidiaries have no knowledge of any labor union organizing activities with respect to any employees of the Company or the Company Subsidiaries. (c) From January 1, nor 2004 to the date of this Agreement, there has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, norno actual or, to the knowledge of the Company, (i) are there any activities Company or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union Subsidiaries, threatened material labor arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or organization with respect to wages, hours work stoppages against or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against affecting the Company before or the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the CompanyCompany Subsidiaries. (cd) The Company is and has been the Company Subsidiaries are in compliance in all material respects with all applicable Laws laws respecting employment and contracts relating to labor and employment, including Laws relating to employment practices, employment discriminationincluding, harassment and retaliationwithout limitation, all laws respecting terms and conditions of employment, mass layoffs health and plant closings (including the Worker Adjustment safety, wages and Retraining Notification Act of 1988hours, as amended (the “WARN Act”), or any similar state or local Laws)child labor, immigration, meal employment discrimination, disability rights or benefits, equal opportunity, plant closures and rest breaks, payroll documents and wage statements, pay equitylayoffs, affirmative action obligationsaction, workers’ compensation, the classification of employees labor relations, employee leave issues and independent contractors and other individual service providersunemployment insurance, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material except where such non-compliance would not, individually or violation or alleged material non-compliance or violation with respect toin the aggregate, any Law relating or pertaining reasonably be expected to COVID-19; and (ii) the have a Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19Material Adverse Effect. (e) There has been The Company and will the Company Subsidiaries are not delinquent in any material respect in payments to any employees or former employees for any services or amounts required to be no layoffreimbursed or otherwise paid, plant closingexcept where such delinquency would not, termination, redundancy individually or any other forms of employment losses in the six-month period prior aggregate, reasonably be expected to Closing that would trigger the obligations of the have a Company under the WARN Act or similar state, local or foreign LawsMaterial Adverse Effect. (f) With respect to each current independent contractor To the knowledge of the Company, Section 4.11(f) no employee of the Company Disclosure Schedule sets forth for each or any Company Subsidiary is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation to a former employer of any such person employee relating (i) their role in to the business right of any such employee to be employed by the Company; Company or the Company Subsidiaries or (ii) to the initial date they were retained knowledge or use of trade secrets or proprietary information, except for such violations as would not, individually or in the aggregate, reasonably be expected to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through have a staffing agency; and (vi) any notice required for termination of their engagementCompany Material Adverse Effect. (g) Except as would not result in material liability, The Company and the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle Subsidiaries have no knowledge that any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Companyindividuals at or above the level of Vice-President intends to terminate his or her employment.

Labor and Employment Matters. (ai) Section 4.11(a3.01(k)(i) of the Company Disclosure Schedule Letter sets forth a true, complete and correct and complete list of all employees of the Company employee identification number, job title, base salary or wage rate, target incentive compensation (as of the date hereofapplicable), including any employee who is on a leave of absence of any naturecommission rate (as applicable), authorized or unauthorized, that sets forth for each such individual the following, in each case, bonus rate (as of the date hereof (except as specified in clause (viiiapplicable) or (viii)commissions payments in the last two years, which shall be as other compensation, accrued but unused paid leave balance, date of the dates specified therein): (i) title or position (including whether commencement of employment, work location, full time or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as time status, exempt or non-exempt from wage status, temporary or permanent status, status as a regular or leased employee, status as an active or inactive employee, and hour requirements; date of commencement of leave (vias applicable) current annual base compensation rate (orof each employee, for hourly employeesofficer, and director of the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off Company and all of its Subsidiaries as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereofof this Agreement. Section 3.01(k) of the Company Disclosure Letter sets forth a complete and correct list of all independent contractors, all compensationconsultants, including wages, commissions and bonuses and any severance, due and payable to all current and former leased employees of the Company for services performed on or prior to and all of its Subsidiaries as of the date hereof have been paid of this Agreement. (ii) (A) Except as set forth in full (or are accrued in full in the Company’s financial statements). All employees Section 3.01(k)(ii) of the Company are employed at-will (other than Disclosure Letter, neither the Company nor any jurisdiction where at-will employment would not be permitted by Law). (b) The Company of its Subsidiaries is not, nor has been for the past five (5) years, a party to, bound by, or negotiating to any collective bargaining agreement or other contract agreement with a labor union, works council or like organization, and there are not any union or other labor organization organizing activities concerning any employees of the Company or any of its Subsidiaries and (B) except as set forth in Section 3.01(k)(ii) of the Company Disclosure Letter there are no labor strikes, slowdowns, work stoppages or lockouts pending or threatened in writing, against the Company or any of its Subsidiaries, in each case of clauses (A) and (B), as of three (3) years prior to the date of this Agreement and, following the date of this Agreement. The consummation of the Transactions shall not require the consent of, or advance notification to, any works councils, unions or similar labor organizations with respect to employees of the Company or any of its Subsidiaries. (iii) Except as set forth in Section 3.01(k)(iii) of the Company Disclosure Letter, the Company and its Subsidiaries are in compliance with all Laws applicable to persons employed by hiring, termination, collective bargaining, compensation, harassment, discrimination, and retaliation in employment, affirmative action, immigration, work authorization, terms and conditions of employment, payroll tax withholding and deductions, unemployment compensation, worker’s compensation, worker classification (including the Companyproper classification of workers as contingent workers, norindependent contractors and consultants), privacy, records and files, social security contributions, wages, hours of work, occupational safety and health, and all other employment practices, except for instances that are not and would not be reasonably expected to be, material to the Company or its Subsidiaries taken as a whole. (iv) (A) Except as set forth in Section 3.01(k)(iv) of the Company Disclosure Letter, there are no complaints, charges or claims against the Company or any of its Subsidiaries pending or, to the knowledge Knowledge of the Company, (i) are there threatened to be brought or filed with any activities Governmental Entity or proceedings arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment or failure to employ by the Company or any of its Subsidiaries, of any labor union to organize any such employees, individual and (iiB) except as set forth in Section 3.01(k)(iv) of the Company does not have a duty Disclosure Letter none of the Company nor any of its Subsidiaries is liable for any payment to bargain with any such union trust or organization other fund or to any Governmental Entity, with respect to wagesunemployment compensation benefits, hours social security or other terms benefits or obligations for employees (other than routine payments to be made in the ordinary course of business consistent with past practice) and conditions freelancer/independent contractors, and in the case of employment both (A) and (B), except for instances that are not and would not be reasonably expected to be, material to the Company or its Subsidiaries taken as a whole. (v) Except as set forth in Section 3.01(k)(v) of any of their employees; (iii) the Company Disclosure Letter, there are no unfair labor practice complaints pending against actions, including audits, requests for information, investigations, complaints, charges, or claims with respect to any employees or independent contractors of the Company before or any of its Subsidiaries pending with or threatened in writing by the Equal Opportunity Commission, the Department of Labor, the Internal Revenue Service, the National Labor Relations Board Board, or similar other federal, state or foreign agency; and (iv) there has never beenlocal governmental authority, northat have or would be reasonably expected to, individually or in the aggregate, result in any material liability to the knowledge of the CompanyCompany or its Subsidiaries, has there ever been any threat of any strikeexcept for instances that are not and would not be reasonably expected to be, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect material to the CompanyCompany or its Subsidiaries taken as a whole. (cvi) The Company is and has been in compliance its Subsidiaries have not closed any plant or facility or effectuated any “mass layoff,” “relocation,” “plant closing,” or “termination” within the past six (6) years without complying in all material respects with all applicable Laws and contracts relating to labor and employmentLaws, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or and any similar state or local Lawsstatutes, rules or regulations). As of the date hereof, immigrationno current executive has given notice, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification no current employee or group of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state has given notice in writing of termination of employment with the Company or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment mattersits Subsidiaries. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(aExcept as set forth on Schedule 3.1(m) of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of or in the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): SEC Documents: (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of Neither the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees nor any of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company its Subsidiaries is not, nor has been for the past five (5) years, a party to, bound by, or negotiating to any collective bargaining agreement or other contract current labor agreement with a unionany labor union or organization, works council and there is no current union representation question involving employees of the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries know of any activity or proceeding of any labor organization applicable (or representative thereof) or employee group (or representative thereof) to persons employed by organize any such employees. (ii) As of the CompanyPrior Execution Date, northere is no unfair labor practice charge or grievance arising out of a collective bargaining agreement or other grievance procedure pending, or, to the knowledge of the CompanyCompany or any of its Subsidiaries, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) threatened against the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; its Subsidiaries. (iii) As of the Prior Execution Date, there are is no unfair labor practice complaints pending against complaint, lawsuit or proceeding in any forum by or on behalf of any present or former employee, any applicant for employment or any classes of the Company before foregoing alleging breach of any express or implied contract of employment, any law or regulation governing employment or the National Labor Relations Board termination thereof or similar state other discriminatory, wrongful or foreign agency; and (iv) there has never beentortious conduct in connection with the employment relationship pending, noror, to the knowledge of the CompanyCompany or any of its Subsidiaries, has there ever been threatened against the Company or any threat of any its Subsidiaries. (iv) There is no strike, slowdown, work stoppagestoppage or lockout pending, lockoutor, concerted refusal to the knowledge of the Company or any of its Subsidiaries, threatened, against or involving the Company or any of its Subsidiaries. (v) Employees of the Company and its Subsidiaries are lawfully authorized to work overtime or other similar labor disruption or dispute with respect in the United States according to federal immigration laws, except for such lack of authorization that does not have, and could not reasonably be expected to have, a Material Adverse Effect on the Company. (cvi) The Company is and has been each of its Subsidiaries are in compliance in all material respects with all applicable Laws laws respecting employment and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs wages, hours of work and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federalhealth, state or local Laws and orders by Governmental Authorities related to COVID-19)except for non-compliance that does not have, and all Laws related could not reasonably be expected to wageshave, hoursa Material Adverse Effect on the Company. (vii) As of the Prior Execution Date, collective bargaining and there is no proceeding, claim, suit, action or governmental investigation pending or, to the payment and withholding knowledge of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties Company or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of its Subsidiaries, threatened, with respect to which any current or former director, officer, employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations agent of the Company under or any of its Subsidiaries is or may be entitled to claim indemnification from the WARN Act Company or similar state, local any of its Subsidiaries pursuant to the Company Charter or foreign Laws. (f) With respect to each current independent contractor Company Bylaws or any provision of the comparable charter or organizational documents of any of the Company's Subsidiaries, Section 4.11(f) as provided in any indemnification agreement to which the Company or any Subsidiary of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee is a party or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)applicable law. (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company and its Subsidiaries as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that and sets forth for each such individual by first and last name the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): : (i) title or position (including whether full or part time); (ii) work locationhire date and service date (if different); (iii) employing entitycurrent annualized base salary or (if paid on an hourly basis) hourly rate of pay; (iv) hire datecommission, bonus or other incentive based compensation; (v) status whether the employee is classified as exempt or non-exempt from wage exempt; and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absencelocation. As of the date hereof, all compensation, including wages, commissions and bonuses and any severancebonuses, due and payable to all current and former employees of the Company and its Subsidiaries for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements)) in all material respects. All employees Except as set forth in Section 4.11(a) of the Company are Disclosure Schedule, (i) each Company Employee is employed at-will “at will” and (other than ii) the Company has no obligation or Liability (whether or not contingent) with respect to severance payments to any jurisdiction where at-will employment would not be permitted by Law)such employees under the terms of any written or, to the Company’s Knowledge, oral agreement. (b) The Section 4.11(b) of the Company is notDisclosure Schedule sets forth a true, correct and complete list of all individual independent contractors (including consultants) currently engaged by the Company, along with the each such contractor’s date of retention and rate of remuneration. (i) There are no material Actions pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries by any of their respective current or former employees, a Person alleging to be a current or former employee or any Governmental Authority, relating to any alleged violation of Law or regulation, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship; (ii) neither the Company nor any of its Subsidiaries is, nor has the Company or any of its Subsidiaries been for since the past five (5) yearsFormation Date, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons Persons employed by the CompanyCompany or any of its Subsidiaries, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company or any of its Subsidiaries before the National Labor Relations Board or similar state or foreign agencyBoard; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting, or, to the knowledge of the Company, threat thereof, by or with respect to any employees of the CompanyCompany or any of its Subsidiaries. (cd) The Company and each of its Subsidiaries is and has been since the Formation Date in material compliance in all material respects with all applicable Laws and contracts relating to labor and the employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), 1988 or any similar state or local Laws), immigration, employee classification, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, and occupational safety and health requirements (including any federalrequirements, state or local Laws payment of wages and orders by Governmental Authorities related to COVID-19), and all Laws related to overtime wages, hourshours of work, employee scheduling, employee terminations and collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is are not liable for any material arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have foregoing nor is liable for any material liability payment to any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently consultants (other than routine payments to be made in the ordinary course of business and during the consistent with past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19practice). (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liabilitybe material, (i) all individuals who perform or have performed services for the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all or any of its Subsidiaries have been properly classified under applicable Law (A) as employees or individual independent contractors and (B) for employees, including as an “exempt” employee or a “non-exempt” employee (within the Form I-9 meaning of the FLSA and state Law), (ii) no such individual has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986been improperly included or excluded from any Plan, and (iii) neither the Company nor any of its Subsidiaries has otherwise complied with notice of any pending or threatened inquiry or audit from any Governmental Authority concerning any such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)classifications. (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) of Neither the Company Disclosure Schedule sets forth nor any of its Subsidiaries is a trueparty to or bound by any Labor Agreement with respect to any Service Providers. No Service Providers are represented by any labor union, correct and complete list of all employees of labor organization, or works council with respect to their services to the Company as or any of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law)its Subsidiaries. (b) The Company There is notcurrently and, nor since January 1, 2022 there has been for no, (i) to the past five (5) yearsknowledge of the Company, activity or proceeding by a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council labor union or labor organization applicable or representative thereof to persons employed by organize any employees of the CompanyCompany or any of its Subsidiaries, nor(ii) lockout, strike, concerted work slowdown or work stoppage or, to the knowledge of the Company, (i) are there written threat thereof by any activities Service Providers or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) unfair labor practice charge pending before any Governmental Authority or other material grievance, arbitration or collective bargaining dispute. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no unfair labor practice complaints litigations pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, noror, to the knowledge of the Company, has there ever been threatened in writing, between any threat the Company or any of its Subsidiaries and any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime of its current or other similar labor disruption or dispute with respect to the Companyformer Service Providers. (c) The Except as would not reasonably be expected to have, individually or in the aggregate, a Company is Material Adverse Effect, the Company and has been its Subsidiaries are in compliance in all material respects with all applicable Applicable Laws and contracts relating to labor and respecting labor, employment, including Laws relating to discrimination in employment, equal employment opportunities; fair employment practices, ; employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, or retaliation; reasonable accommodation; disability rights or benefits; immigration and work authorizations; wages and hours; worker classification; overtime compensation; and termination of employees; working conditions; health and safety; leaves of absence; paid sick leave or vacation (including calculation of holiday pay); workers’ compensation and unemployment insurance. To the knowledge of the Company, each current employee of the Company or equal pay. The Company has not, and within any of its Subsidiaries is lawfully authorized to work in the last four (4) years has not been, subject jurisdiction in which he or she is employed according to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment mattersapplicable immigration laws. (d) (i) The Except as would not reasonably be expected to have, individually or in the aggregate, a Company has complied and is in compliance in all material respects withMaterial Adverse Effect, has not materially violatedsince January 1, and is not in material violation of2022, and has not received any notices none of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company or any of its Subsidiaries has taken reasonable steps to minimize potential workplace exposure experienced any collective redundancies, “mass layoffs,” “group terminations,” or “plant closings” or comparable event in light violation of COVID-19the Workers Adjustment and Retraining Notification Act. (e) There has been and will be no layoffSince January 1, plant closing2022, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations none of the Company under the WARN Act or similar state, local or foreign Laws. (f) With nor any of its Subsidiaries has incurred any material liability with respect to each current independent contractor of the Companyany sexual harassment, Section 4.11(f) or other discrimination, retaliation or policy violation allegations against any officers or directors of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including Subsidiaries (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRAin their capacities as such). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Except as set forth in Section 4.11(a4(p) of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): Schedule: (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of Neither the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees nor any of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company its Subsidiaries is not, nor has been for the past five (5) years, a party to, to or bound by, or negotiating by any collective bargaining agreement or other contract with a unionsimilar agreement, works council no such agreement is presently being negotiated, and there are no labor unions or labor organization applicable other organizations representing, purporting to persons represent or attempting to represent any employees employed by the Company, nor, to the knowledge of the Company, (i) are there any activities Company or proceedings of any labor union to organize any such employees, its Subsidiaries; (ii) the Company does not have a duty to bargain with any such union or organization with respect to wagesSince January 1, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) 2016, there has never been, nor, to the knowledge of the Company, has there ever not occurred or been any threat of threatened any strike, slowdown, lockout, picketing, work stoppage, lockout, concerted refusal to work overtime overtime, or other similar labor disruption or dispute activity with respect to any employee of the Company or its Subsidiaries and, to the Knowledge of the Company., no event has occurred or circumstance exists that may provide the basis of any such strike, slowdown, lockout, picketing, work stoppage, concerted refusal to work overtime, or other similar labor activity; (ciii) Since January 1, 2016, there have not been any Proceedings against the Company or its Subsidiaries pending, or to the Knowledge of the Company, threatened to be brought or filed, by or with any Governmental Entity in connection with the employment of any current or former employee or applicant for employment, or otherwise concerning the Company’s or its Subsidiaries’ labor or employment practices; (iv) The Company is and has been in compliance its Subsidiaries have complied and continue to comply in all material respects with all applicable Laws and contracts pertaining to the employment or termination of employment of their employees, including all such laws relating to labor relations and employmentcollective bargaining, equal employment opportunities, immigration, wage and hour laws (including Laws relating to the classification of employees as exempt or non-exempt from overtime pay requirements, the provision of meal and rest breaks, pay for all working time, and the proper classification of individuals as nonemployee contractors or consultants), mass layoffs and plant closings, health and safety, fair employment practices, employment workers’ compensation, the prevention of discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements similar employment activities; (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. v) The Company does not have has made available to Buyer details about any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, allegation made in writing or, to the Knowledge of the Company’s knowledge, threatened or investigated since January 1, 2016 claiming that an executive, corporate officer, or member of the board of directors or similar governing body of any threatened Actions, involving of the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, of its Subsidiaries engaged in discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of similar misconduct under any labor or employment matters.law; (dvi) (i) The Company has complied and is in compliance in all Since January 1, 2016, no unfair labor practice Proceeding or material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There grievance has been and will be no layoffpending or, plant closing, termination, redundancy or any other forms of employment losses in to the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor Knowledge of the Company, Section 4.11(fthreatened before the National Labor Relations Board or any other federal, state, local, and foreign government (and all agencies thereof) of with respect to any employee or independent contractor; (vii) Neither the Company Disclosure Schedule sets forth for each such person (i) their role in nor any of its Subsidiaries is subject to any order to bargain by the business of the CompanyNational Labor Relations Board with respect to any employee; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement.and (gviii) Except as would not result in material liabilitySince January 1, 2016, neither the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all nor any of its employeesSubsidiaries has closed any plant or facility, including effectuated any group layoffs involving twenty (20) or more employees or implemented any early retirement program, nor has the Form I-9 and has retained for each former and current employee the Form I-9 Company or any of its Subsidiaries planned or announced any such action or program for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)future. (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a3.12(a) of the Company Seller Disclosure Schedule sets forth Schedules contains a true, correct and complete list of all employees of the Company and independent contractors as of April 1, 2013 showing, in the date hereof, including any employee who is on a leave case of absence of any nature, authorized or unauthorized, that sets forth for each such individual employee, the followingposition, in each caseannual base salary and bonus potential, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as time status, exempt or non-exempt from wage status, date of hire, location and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued vacation and paid time off as of December 31April 1, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof2013, all compensationand, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees case of each such contractor, the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law)rate of pay. (b) The Company is not, nor has been for the past five (5) years, a party to, bound by, or negotiating Companies are not engaged in any collective bargaining agreement or other contract with a union, works council or material unfair labor organization applicable to persons employed by the Company, norpractice and there are no pending or, to the knowledge Knowledge of the CompanySeller, threatened in writing unfair labor practice charges. (ic) are Since June 1, 2011, there has not been any activities or proceedings labor strike, picketing of any nature, labor union to organize dispute, slowdown or any other concerted interference with normal operations, stoppage or lockout, in each case involving the employees of the Companies. To the Knowledge of the Seller, no such employeeslabor strike, picketing, labor dispute, slowdown, concerted interference, stoppage or lockout is threatened. (iid) Since June 1, 2011, the Company does Companies have not have a had any duty to bargain with any such union or labor organization or other Person purporting to act as exclusive bargaining representative of any employees of the Companies (“Union”) with respect to the wages, hours or other terms and conditions of employment of any employee of their employees; (iii) the Companies, and no Union claims or demands to, and since June 1, 2011 has not claimed or demanded to, represent, and there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; no, and (iv) since June 1, 2011 there has never beenhave been no, nororganizational campaigns in progress with respect to, to the knowledge any of the Company, has there ever been any threat employees of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime the Companies. There is no collective bargaining agreement or other similar labor disruption Contract with any Union, or dispute work rules or practices agreed to with any Union, binding on the Companies with respect to any employees of the CompanyCompanies. (ce) The Company is and has been Companies are in material compliance in all material respects with all applicable Laws and contracts relating to labor and Requirements of Law respecting labor, employment, including Laws relating to fair employment practices, employment discrimination, harassment classification of employees and retaliationindependent contractors, terms and conditions of employment, mass layoffs and plant closings wages and hours. (f) Except as set forth on Section 3.12(f) of the Seller Disclosure Schedules, the Companies have not received written notice that any of the employment policies or practices of the Companies are currently being audited or investigated and the employment policies or practice of the Companies are not subject to audit or investigation by any Governmental Authority. (g) Except as set forth on Section 3.12(g) of the Seller Disclosure Schedules, the Companies are not subject to any affirmative action obligations under any Requirements of Law, including Executive Order 11246, and are not a government contractor for purposes of any Requirements of Law with respect to the terms and conditions of employment, including the Service Contracts Act or prevailing wage laws. (h) The Companies have not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act of 1988, as amended (and the “WARN Act”)regulations promulgated thereunder, or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification Requirements of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoingLaw that remains unsatisfied. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f3.12(h) of the Company Seller Disclosure Schedule sets forth for each such person (i) their role Schedules contains a true, correct, and complete list of all employees of the Companies who have been terminated in the business 90 day period immediately preceding the date of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagementthis Agreement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Except as set forth on Section 4.12(a) of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or similar Contract with a labor organization with respect to any Employees. Section 4.12(a) of the Company Disclosure Schedules contains an accurate list of each collective bargaining agreement or similar Contract, as well as any side agreements with the applicable union or labor organization, with a labor organization to which the Company or any of its Subsidiaries is a party, including the names of the labor organizations that are parties to those agreements. To the Knowledge of the Company, no strike, picketing, slowdown, arbitration, claim of unfair labor practices, work stoppage or lockout is pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries with respect to any Employee. Neither the Company nor any of its Subsidiaries has committed any material unfair labor practice since December 31, 2012. (b) Section 4.12(b) of the Company Disclosure Schedules sets forth an accurate list (as of the date set forth therein) of the names, positions and current hourly wage or annual salary, as applicable, and target incentive compensation of the Employees. Except as set forth on Section 4.12(b) of the Company Disclosure Schedules, and except for Transaction Severance Policy (Policy No. HR BEN-014) or pursuant to the Company Plans set forth on Section 4.11(a) of the Company Disclosure Schedule sets forth a trueSchedules, correct and complete list no such Employees are covered by contracts restricting the Company’s or any of all employees its Subsidiaries’ right to terminate their employment at will or requiring payment of severance pay upon termination of employment. Section 4.12(b) of the Company Disclosure Schedules also sets forth an accurate list (as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets set forth for each such individual the following, in each case, as therein) of the date hereof (except as specified names and current rate of compensation of individual independent contractors engaged to personally provide services to the Company or any of its Subsidiaries in clause (viiithe ordinary course of business. The Company and each of its Subsidiaries have properly classified the individuals listed on Section 4.12(b) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company Disclosure Schedules as independent contractors or employees, as the case may be, including for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees purposes of the Company are employed at-Plans. Each Employee classified as “exempt” from overtime and/or minimum wage requirements of the Fair Labor Standards Act (“FLSA”) or any state or local wage Law is properly and correctly so classified in compliance with the FLSA and all other applicable Laws. Except as set forth on Section 4.12(b) of the Company Disclosure Schedules, the employment of each Employee and the engagement of each independent contractor of the Company or any of its Subsidiaries is terminable at will (by the Company or such Subsidiary without any penalty, liability, or severance obligation incurred by the Company or such Subsidiary. To the Knowledge of the Company, no Employee or individual consultant with whom the Company or any of its Subsidiaries has contracted is in violation in any material respect of any confidential or proprietary information, intellectual property, or other than restrictive covenant including in any jurisdiction where at-will employment would not be permitted by Law). (b) The contract, proprietary information agreement or any other agreement with the Company is not, or its Subsidiaries. Neither the Company nor any of its Subsidiaries has been for received any written notice alleging that any such violation has occurred within the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by . To the Company, nor, to the knowledge Knowledge of the Company, (i) are there any activities no executive officer or proceedings management employee of any labor union to organize any such employees, (ii) the Company or any of its Subsidiaries intends to terminate his or her employment with the Company, nor does not the Company or any of its Subsidiaries have a duty present intention to bargain with any such union or organization with respect to wages, hours or other terms and conditions of terminate the employment of any executive officer or management employee of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Companyits Subsidiaries. (c) Except as set forth on Section 4.12(c) of the Company Disclosure Schedules, there is no material equal employment opportunity or material discrimination complaint or material charge, human rights or civil rights complaint or charge, wage and hour complaint or charge, or other material employment-related complaint, charge, compliance review or Action against or involving the Company or any of its Subsidiaries pending before any court or other Governmental Authority, or, to the Knowledge of the Company, threatened. The Company is and has been its Subsidiaries are in compliance in all material respects with all applicable Laws respecting employment and contracts relating to labor and employmentemployment practices, including all such applicable Laws relating to employment practices, employment discrimination, harassment and retaliationwrongful discharge, terms and conditions of employmentwages, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988overtime classification, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leavehours, occupational safety and health requirements (including any federalhealth, state or local Laws immigration, employee privacy, classification of employees, consultants and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of independent contractors. Without limiting the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against , the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect each of any labor or employment matters. (d) (i) The Company has complied and its Subsidiaries is in full compliance in all material respects with, has not materially violated, with the terms and is not in material violation of, provisions of applicable federal and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; state immigration and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign eligibility verification Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 Immigration and has retained for each former Nationality Act and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied all related regulations promulgated thereunder. (collectively, the “Immigration Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has, within the past five (5) years, been the subject of any inspection or investigation relating to its compliance with such Laws, including (without limitation) or violation of the Immigration Laws or required to pay any material fine or penalty by reason of any failure to comply with the Immigration Laws. To the Knowledge of the Company, within the past five (5) years, no Office of Federal Contract Compliance Programs compliance review or investigation, Wage and Hour Division compliance review or investigation, Occupational Safety and Health Administration compliance review or investigation or other United States Department of Labor or state department of labor compliance review or investigation has been made of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received any notice of any such future compliance review or investigation. Without limiting the foregoing, except as set forth on Section 4.12(c) of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has, within the past five (5) years, been required to pay any material fine or penalty by reason of any failure to comply with the FLSA or any state wage and hour or wage payment Law or with the Occupational Safety and Health Act of 1990 (“OSHA”) or any state occupational safety and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)health Law. (hd) The In the year preceding the date of this Agreement, (i) neither the Company nor any of its Subsidiaries has not entered into incurred any liability, notification obligations, payment obligations or other obligations under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or the regulations promulgated thereunder, or any similar state or local Law, in any case, that remains unsatisfied, and (ii) neither the Company nor any of its Subsidiaries has effectuated a Contract to settle “plant closing” or a “mass layoff” (each as defined in the WARN Act) affecting any claims site of sexual harassment employment or sexual misconduct by any officerfacility of the Company and its Subsidiaries. Except as set forth in Section 4.12(d) of the Company Disclosure Schedules, director or no employee of the Company or any of its Subsidiaries has suffered an “employment loss” (as defined in the WARN Act) in the ninety (90) days immediately prior to the Closing Date. (e) Neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, conciliation agreement with, notice of violation from, warning from, or citation by, any Governmental Authority relating to employees, labor or employment Laws, or employment practices. Since December 31, 2012 none of the Company or any of its Subsidiaries has been the subject of any investigation, audit or compliance review by any Governmental Authority responsible for enforcement of labor or employment Laws or related government contracting Laws. Since December 31, 2012, none of the Company or any of its Subsidiaries has received any notice of intent by any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation, audit or compliance review relating to the Company or any of its Subsidiaries and, to the Knowledge of the Company, no such investigation, audit or compliance review is in progress.

Labor and Employment Matters. (a) Except as set forth in Section 4.11(a3.10(a) of the Company Disclosure Schedule sets forth Schedules, no Seller or the SLP Subsidiary is a true, correct and complete list of all employees party to any labor or collective bargaining contract that pertains to any Business Employees. To the Knowledge of the Company as of the date hereofSellers, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title other than as set forth on Schedule 3.10(a) of the Disclosure Schedules, there are no organizing activities or position (including whether full collective bargaining arrangements that could affect the Business pending or part time); under discussion with any labor organization or Business Employees and (ii) there are no lockouts, strikes, slowdowns or work location; (iii) employing entity; (iv) hire date; (v) status as exempt stoppages pending or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus threatened by or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return with respect to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law)Business Employees. (b) The Company is not, nor has been for the past five (5Except as set forth on Schedule 3.10(b) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the CompanyDisclosure Schedules, (i) are there any activities or proceedings the operation of any labor union the SLP Subsidiary has complied in all material respects with all applicable Laws relating to organize any such employeesthe employment of labor, including those related to wages, hours, collective bargaining, the payment of Taxes, and discrimination laws; (ii) the Company does not have a duty to bargain internal employment regulations (reglamento interior de trabajo) adopted by the SLP Subsidiary and as currently in force are in compliance with any such union or organization with respect to wagesthe Mexican Federal Labor Law (Ley Federal de Trabajo), hours or other terms the Mexican Pension Savings System (Ley de los Sistemas de Ahorro para el Retiro), Mexican Social Security Law (Ley del Seguro Social) and conditions the Mexican National Fund Institute for the Housing of employment of any of their employeesWorkers Law (Ley del Instituto del Fondo Nacional de la Vivienda para los Trabajadores); (iii) there are no unfair labor practice complaints claims or pending against charges relating to the Company before the National Labor Relations Board or similar state or foreign agencySLP Subsidiary; and (iv) there has never beenthe SLP Subsidiary is not a party to, noror otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to the knowledge current or former employees or employment practices of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to SLP Subsidiary; (v) the Company. (c) The Company SLP Subsidiary is and has been in compliance in all material respects with all applicable Laws agreements, contracts, and contracts policies relating to labor and employment, including Laws relating to employment practices, employment discriminationwages, harassment hours, and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act employment of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company SLP Subsidiary has not entered into a Contract to settle closed any claims of sexual harassment plant or sexual misconduct by implemented any officerearly retirement, director separation or employee of window program which affected employees within the Companypast three years, nor has the SLP Subsidiary planned or announced any such action or program in the future.

Labor and Employment Matters. (a) Section 4.11(a) None of the Company Disclosure Schedule sets forth iBill Companies is a trueparty to or bound by any collective bargaining agreement or any other agreement with a labor union, correct and complete list and, to the knowledge of all employees of Penthouse, there has been no effort by any labor union or any other person during the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof twenty-four (except as specified in clause (viii24) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or months prior to the date hereof have been paid in full (to organize any employees or are accrued in full in the Company’s financial statements). All employees consultants of the Company iBill Companies who are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is not, nor has been for the past five (5) years, already members of a party to, bound by, or negotiating any collective bargaining agreement unit into one or other contract with a union, works council or labor organization applicable to persons employed by the Companymore collective bargaining units, nor, to the knowledge of the CompanyPenthouse, (i) are there any activities or proceedings of any labor union to organize any such employeesefforts being conducted. There is no pending or, to the knowledge of Penthouse, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the iBill Companies, or which may interfere with its continued operations. To the knowledge of Penthouse, neither Penthouse, any other iBill Companies nor any agent, representative or employee thereof has within the last twenty-four (ii24) the Company does not have a duty to bargain with months committed any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints as defined in the National Labor Relations Act, as amended, and there is no pending or threatened charge or complaint against the Company before Penthouse by or with the National Labor Relations Board or similar state any representative thereof. There has been no strike, walkout or foreign agency; and work stoppage involving any of the employees or consultants of iBill Companies during the twenty-four (iv24) there has never been, nor, months prior to the knowledge date hereof. Each of the CompanyiBill Companies has complied, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Company. (c) The Company is and has been in compliance in all material respects respects, with all applicable Laws laws, rules and contracts regulations relating to labor and employment, including Laws relating to civil rights and equal employment opportunities or other employment practices, employment discriminationincluding but not limited to, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Civil Rights Act of 19881964, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liabilityAct, the Company has properly completed all reporting Americans with Disabilities Act, as amended and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and as amended. Penthouse has otherwise complied with received no notice of any claim before any governmental body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of employees or any governmental body or, to the knowledge of Penthouse is any such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle claim threatened against any claims of sexual harassment or sexual misconduct by any officer, director or employee of the CompanyiBill Companies. The iBill Companies are not a party to, or otherwise bound by, any order relating to its employees or employment practices. The iBill Companies have paid in full to all of its employees all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees.

Labor and Employment Matters. (ai) Section 4.11(a) Except as set forth in Schedule 3(j)(i), none of the Company Disclosure Schedule sets forth Seller Entities, is a trueparty to any labor or collective bargaining contract any labor or collective bargaining contract concerning early retirement benefits or early retirement schemes, correct any obliged participation in a compulsory (industry-wide) pension fund, that pertains to any Business Employees, and complete list there are no strikes, picketing, work stoppages or other labor disputes involving the Business Employees which are pending or, to the Knowledge of all employees Seller, threatened. To the Knowledge of Seller, there are no organizing activities or collective bargaining arrangements that could affect the Company as Business pending or under discussion with any labor organization or Business Employees. There is no proceeding pending or, to the Knowledge of Seller, threatened against any Seller Entity involving any Business Employees relating to the date hereofalleged violation of any applicable Law pertaining to labor relations, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is not, nor has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before charge or complaint filed with or issued by the National Labor Relations Board or similar state any comparable Governmental Authority, including the United States Department of Labor. Except as set forth in Schedule 3(j)(i), there is no pending charge of discrimination filed, or foreign agency; and (iv) there has never been, nor, to the knowledge Knowledge of Seller, threatened, against Seller involving any Business Employee with the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime Equal Opportunity Commission or other similar labor disruption or dispute Governmental Authority with respect to the Companyclaims of discrimination or of any wage and hour violations, including claims of miscalculations for purposes of overtime or minimum wage. (cii) The Company With respect to the Business, no Seller Entity (A) is and has been in compliance in all any material respects with all violation of any applicable Laws and contracts relating to labor and respecting employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employmentemployment and wages and hours (including, mass layoffs and plant closings (including but not limited to, the Worker Adjustment and Retraining Notification Act, the Americans with Disability Act of 1988, as amended 1990 and the Family and Medical Leave Act of 1993 (the “WARN ActFMLA”)), in each case, with respect to current and former officers, employees, and independent contractors, (B) has failed to withhold all amounts required by law or agreement to be withheld from the wages, salaries and other payments to such officers, Business Employees, or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providersof the Business, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and C) is not liable for any arrears of wages, taxes, social contributions, penalties wages or other sums any taxes or any penalty for failure to comply with any of the foregoing. The Company does not have , and (D) is 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 for current and former officers, employees or independent contractors of the Business. (iii) Except as is for the benefit of the Seller or its Affiliates, to the Knowledge of Seller, no Business Employee is bound by any contract or agreement that purports to limit in any material liability for respect the misclassification ability of such Business Employee to engage in or continue or perform any current conduct, activity, duties or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability practice relating to the misclassification Business. In the event that a Business Employee is bound by a non-compete provision in an agreement with Seller of any Person as an independent contractor rather than an employee. There have of its Affiliates, Seller agrees to waive such non-compete provision to allow a Business Employee to work for Buyer. (iv) Since December 31, 2003, with respect to the Business, no citation has been issued by the Occupational Safety and Health Administration against any Seller Entity and no misclassification claims filed claim or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there proceeding is no and there have not been any pending or threatened Actions, or, to the Company’s knowledgeKnowledge of the Seller, threatened against any threatened ActionsSeller Entity under the Occupational Health and Safety Act, involving the Company with respect to labor or employment matters, including any claims other applicable Law relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, occupational safety and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment mattershealth. (dv) (iSchedule 3(j)(v) The Company has complied contains a complete and accurate list of the following information for each Business Employee, separated by Seller Entity: job title; location; date of hiring or engagement; current compensation paid or payable; sick and vacation leave that is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19accrued but unused; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19status as full time or part time. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) of the Company Disclosure Schedule sets forth a true, correct The CBA Companies are and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is not, nor has been for the past five three (53) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not years have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Company. (c) The Company is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws those relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs collective bargaining, disability, immigration, health and safety, wages, hours and benefits, non-discrimination in employment, workers’ compensation, the collection and payment of withholding and/or payroll Taxes and similar Taxes, unemployment compensation, equal employment opportunity, discrimination, harassment, employee and contractor classification, information privacy and security, and continuation coverage with respect to group health plans. During the preceding three (3) years, there has not been, and as of the date of this Agreement there is not pending or, to the Knowledge of CBA, threatened, any labor dispute, work stoppage, labor strike or lockout against a CBA Company by employees. (b) No employee of a CBA Company is covered by an effective or pending collective bargaining agreement or similar labor agreement. To the Knowledge of CBA, there has not been any activity on behalf of any labor union, labor organization or similar employee group to organize any employees of a CBA Company. There are no (i) unfair labor practice charges or complaints against a CBA Company pending before the National Labor Relations Board or any other labor relations tribunal or authority and to the Knowledge of CBA no such representations, claims or petitions are threatened, (ii) representation claims or petitions pending before the National Labor Relations Board or any other labor relations tribunal or authority or (iii) grievances or pending arbitration proceedings against a CBA Company that arose out of or under any collective bargaining agreement. (c) To the Knowledge of CBA, no current employee or officer of a CBA Company intends, or is expected, to terminate such individual’s employment relationship with such CBA Company in connection with or as a result of the transactions contemplated hereby. (d) During the preceding three (3) years, (i) no CBA Company has effectuated a “plant closings closing” (including as defined in the Worker Adjustment Retraining and Retraining Notification Act of 1988, as amended (the “WARN Act”)) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) in connection with a CBA Company affecting any site of employment or one or more facilities or operating units within any site of employment or facility and (iii) no CBA Company has not engaged in layoffs or employment terminations sufficient in number to trigger notice obligations under any similar state, local or foreign law. (e) With respect to any current or former employee, officer, consultant or other service provider of a CBA Company, there are no Actions against such CBA Company pending, or any similar state to the Knowledge of CBA, threatened to be brought or local Laws)filed, immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, in connection with the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state employment or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification engagement of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have employee, officer, consultant or other service provider of a CBA Company, including, without limitation, any material liability claim relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has , employment classification or any other employment related matter arising under applicable Laws, except where such action would not, and within individually or in the last four aggregate, result in the CBA Companies (4taken as a whole) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment mattersincurring a material liability. (df) Since January 1, 2019, (i) The no allegations of workplace sexual harassment, discrimination or other misconduct relating to such unlawful harassment or discrimination have been initiated, filed before any Governmental Entity, communicated to CBA or, to the Knowledge of CBA, threatened, in each case, against a CBA Company or any of its respective current or former directors, officers or senior level management employees (in each case, in their capacities as such), (ii) to the Knowledge of CBA, no incidents of any such workplace sexual harassment, discrimination or other misconduct relating to such unlawful harassment or discrimination have occurred, and (iii) no CBA Company has complied entered into any settlement agreement related to allegations of sexual harassment, discrimination or other misconduct by any of their directors, officers or employees described in clause (i) hereof or any independent contractor (in each case, in their capacities as such). (g) The CBA Companies are and is have at all relevant times been in compliance in all material respects withwith (i) COVID-19 related Laws, has not materially violatedstandards, regulations, Orders and guidance (including without limitation relating to business reopening), including those issued and enforced by the Occupational Safety and Health Administration, the Centers for Disease Control, the Equal Employment Opportunity Commission, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19other Governmental Entity; and (ii) the Company has taken reasonable steps Families First Coronavirus Response Act (including with respect to minimize potential workplace exposure in light of COVID-19. (eeligibility for Tax credits under such Act) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar applicable COVID-19 related leave Law, whether state, local or foreign Lawsotherwise. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Except as set forth in Section 4.11(a) 4.18 of the Company Disclosure Schedule sets forth a trueLetter, correct and complete list of all employees of neither the Company as nor any of the date hereofits Subsidiaries is, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is not, nor has been for the past five (5) yearssince January 1, 2017, a party to, bound by, or negotiating to any collective bargaining agreement or other contract similar agreement with a unionlabor union or organization with respect to employees based in the United States. Except as would not have, works council individually or in the aggregate, a Material Adverse Effect, there is no, and has not been since January 1, 2017, (i) unfair labor practice, labor dispute (other than routine individual grievances) or labor organization applicable to persons employed by the Company, norarbitration proceeding pending or, to the knowledge of the Company, (i) are there threatened in writing against the Company or any activities or proceedings of any labor union its Subsidiaries relating to organize any such employeestheir businesses, (ii) the Company does not have activity or proceeding by a duty to bargain with any such labor union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, representative thereof to the knowledge of the CompanyCompany to organize any employees of the Company or any of its Subsidiaries or (iii) lockouts, has there ever been any threat of any strikestrikes, slowdownslowdowns, work stoppage, lockout, concerted refusal to work overtime stoppages or other similar labor disruption threats thereof by or dispute with respect to such employees, and during the Companylast two years there has not been any such action. (cb) The Except as would not have, individually or in the aggregate, a Material Adverse Effect, the Company is and has been in compliance in all material respects with all applicable Applicable Laws and contracts relating to labor and respecting employment, including Laws relating to employment practices, employment discrimination, harassment and retaliationdiscrimination in employment, terms and conditions of employment, mass layoffs and plant closings worker classification (including the proper classification of workers as independent contractors and consultants and as exempt or nonexempt), wages, hours, and occupational safety and health and employment practices, including the Immigration Reform and Control Act and the Worker Adjustment and Retraining Notification Act of 1988. (c) Except as would not have, as amended (individually or in the “WARN Act”)aggregate, or any similar state or local Laws)a Material Adverse Effect, immigrationthere are no claims, meal and rest breaksdisputes, payroll documents and wage statementsgrievances, pay equitycontroversies, affirmative action obligationsagency charges, workers’ compensationadministrative proceedings, formal discrimination complaints or, to the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any knowledge of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employeesCompany, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any investigations pending or threatened Actions, or, to the Company’s knowledge, threatened involving any threatened Actions, involving employee or group of employees in their capacity as an employee of the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment mattersits Subsidiaries. (d) (i) The Company has complied and is in compliance in all material respects withSince January 1, has not materially violated2017, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor knowledge of the Company, Section 4.11(fno allegations of sexual harassment have been made or threatened against (i) any officer or director of the Company Disclosure Schedule sets forth for each such person or (iii) any senior-level employee of the Company (in their role in the business capacity as such) who supervises other employees of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability. Since October 27, 2016, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract any settlement agreement related to settle any claims allegations of sexual harassment or sexual misconduct by any officeran employee, director contractor, director, officer or employee other representative of the Company.

Labor and Employment Matters. (ai) Section 4.11(aThe Company and the Company Subsidiaries are neither party to, nor bound by, any labor agreement, collective bargaining agreement, works council agreement, work rules or practices, or any other labor-related agreements or arrangements with any labor union or labor organization (collectively, a “Collective Bargaining Agreement”), (ii) there are no Collective Bargaining Agreements that pertain to any of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company as of or any Company Subsidiary with respect to their employment with the date hereofCompany or any Company Subsidiary, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former no employees of the Company for services performed on or prior to the date hereof have been paid in full (or any Company Subsidiary are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than represented by any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is not, nor has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a labor union, works council or labor organization applicable with respect to persons employed by their employment with the Company or any Company Subsidiary, (iv) no labor union, labor organization, or group of employees of the Company or any Company 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 knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (v) to the knowledge of the Company, since January 1, 2013, there have been no labor union organizing activities with respect to any employees of the Company or any Company Subsidiary and (vi) to the knowledge of the Company, since January 1, 2013, there have been no actual, or, to the knowledge of the Company, threatened, labor arbitrations, grievances, strikes, lockouts, hand billing, walkouts, slowdowns, work stoppages picketing or any other labor-related dispute against or affecting the Company or any Company Subsidiary. (b) Except as set forth in Section 4.16(b) of the Company Disclosure Letter, the Company and the Company Subsidiaries (i) are in material compliance with all Laws pertaining to labor, employment or employment practices including without limitation all Laws regarding terms and conditions of employment, health and safety, wages and hours, child labor, employee/independent contractor classification, exempt/non-exempt classification, labor relations, employment discrimination, disability rights or benefits, equal opportunity, immigration, plant closures and layoffs, affirmative action, employee leave issues, unemployment insurance and workers’ compensation and (ii) are not a party to any material Litigation, audit, hearing, complaint, charge, or governmental inquiry alleging a violation of any Law pertaining to labor, employment or employment practices, nor, to the knowledge of the Company, is any such Litigation, audit, hearing, complaint, charge, or governmental inquiry threatened. (c) The Company and the Company Subsidiaries (i) are there not in any activities material respect delinquent in any payments to, or proceedings of on behalf of, any labor union current or former independent contractors or employees for any services or amounts required to organize any such employeesbe reimbursed or otherwise paid, (ii) the Company does not have a duty withheld and reported all material amounts required by Law or by agreement to bargain with any such union or organization be withheld and reported with respect to wages, hours salaries and any other payments to any current or other terms former independent contractors or employees and conditions of employment of any of their employees; (iii) there are not in any material respect liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for any current or former independent contractors or employees (other than routine payments to be made in the normal course of business and consistent with past practice). (d) To the knowledge of the Company, no unfair labor practice complaints pending against current employee of the Company before or any Company Subsidiary is in any respect in material violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation (i) to the National Labor Relations Board Company or similar state any Company Subsidiary or foreign agency; and (ivii) there has never been, norto a former employer of any such employee relating (A) to the right of any such employee to be employed by the Company or any Company Subsidiary or (B) to the knowledge or use of trade secrets or proprietary information. (e) Except as set forth in Section 4.16(e) of the Company Disclosure Letter, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Company. (c) The Company is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any no current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under or any Company Subsidiary at or above the WARN Act level of vice-president has provided notice to the Company of his or similar state, local her intent to terminate his or foreign Lawsher employment. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of Neither the Company Disclosure Schedule sets forth for each such person nor any Company Subsidiary, is or has been (i) their role in the business of the Company; a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) the initial date they were retained required to perform services; comply with Executive Order 11246 or (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagementto maintain an affirmative action plan. (g) Except as would The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material liabilitybreach or other violation of any collective bargaining agreement, employment agreement, consulting agreement or any other labor-related agreement to which the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)or any Company Subsidiary is a party. (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) 3.10 of the Company Disclosure Schedule sets forth Letter (which may be delivered by the Endo Companies to the Buyers at any time until the date that is thirty (30) days after the date hereof), to the extent permitted under applicable Law and on a no-name basis where required by applicable Law, a true, complete and correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each caselist, as of the filing date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage Chapter 11 Plan, of all Business Employees and hour requirements; (vi) current annual base compensation rate (orincluding, for hourly employeeseach such Business Employee, as applicable: employee identification number, date of commencement of employment, job position or title, location of employment, recognized years of service, notice periods, base salary or wage rate, overtime pay, bonus, incentive pay, any written arrangements or assurances whether or not legally binding for the payment of compensation on termination of employment, exempt status, accrued vacation amounts, or other paid time off, whether employed further to a work permit or visa and the type of work permit or visa, whether having signed a written employment agreement, commission, full- time or part-time, temporary or permanent status, active or inactive status (and, if inactive, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of date) and union status (the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law“Employee Census”). (b) The Company is notOther than as disclosed in Section 3.10(b) of the Disclosure Letter, nor has been for the past five (5) years, Endo Companies are not a party to, bound by, or negotiating to any collective bargaining agreement or other contract agreement or arrangement with a labor union, trade union, works council or council, labor organization applicable or other employee- representative body that pertains to persons employed the Business or to any Business Employees. No Business Employees are represented by any labor union, trade union, works council, labor organization or other employee-representative body with respect to their employment with the Company, norEndo Companies. There are no material pending or, to the knowledge Knowledge of the CompanySellers, (i) are there any activities threatened Actions concerning labor matters or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute practices with respect to the CompanyBusiness. (c) The Company is Since January 1, 2021, there have been no material work stoppages, slowdowns, strikes, disputes, or lockouts relating to labor matters against any Endo Companies with respect to the Business and, to the Knowledge of the Sellers, no such actions are threatened. To the Knowledge of the Sellers, there are no, and has during the past three (3) years have been no, material union drives or union organizing activities that could affect the Business pending with any Business Employees or any labor organization. (d) To the Knowledge of the Sellers, the Endo Companies are and since January 1, 2021 have been in material compliance in all material respects with all applicable Laws and contracts relating to labor and respecting employment, including Laws relating to employment practicesdiscrimination or harassment in employment, employment discrimination, harassment and retaliationTUPE, terms and conditions of employment, mass layoffs termination of employment, wages, overtime classification and plant closings (including the Worker Adjustment requirements, hours, occupational safety and Retraining Notification Act of 1988health, as amended (the “WARN Act”), or any similar state or local Laws)employee whistle-blowing, immigration, meal and rest breaks, payroll documents and wage statementsemployee privacy, pay equity, affirmative action obligationshuman rights, workers’ compensation, the employment practices and classification of employees employees, consultants and independent contractors and other individual service providerscontractors, whistleblower protectionin connection with the Business. To the Knowledge of the Sellers, family and medical leavethe Endo Companies are not engaged in any unfair labor practice, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and as defined in the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties National Labor Relations Act or other sums for failure to comply applicable Laws, in connection with any of the foregoingBusiness. The Company does not have any material liability for the misclassification of any current No unfair labor practice or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed labor charge or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there complaint is no and there have not been any pending or threatened Actions, or, to the Company’s knowledgeKnowledge of the Sellers, any threatened Actions, involving the Company with respect to labor the Business, the Endo Companies in connection with the Business before the National Labor Relations Board, the Equal Employment Opportunity Commission or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any other Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19Authority. (e) There No trade union has been and will be no layoff, plant closing, termination, redundancy applied to have any Endo Company declared a common or related employer pursuant to the Labour Relations Act (Ontario) or any other forms of employment losses similar legislation in any jurisdiction in Canada in which the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign LawsEndo Companies carry on business. (f) With respect to each current independent contractor of the Company, Other than as disclosed in Section 4.11(f3.10(f) of the Company Disclosure Schedule sets forth for each such person Letter, since January 1, 2021, (i) their role in no allegations of workplace sexual harassment, discrimination or other sexual misconduct have been made, initiated, filed or, to the business Knowledge of the Company; Sellers, threatened against any current or former directors, officers or employees of the Business at the level of Senior Vice President and above, and (ii) neither the initial date they were retained Business nor the Endo Companies in connection with the Business have entered into any settlement agreement related to perform services; (iii) the primary location from which services are performed; (iv) their fee allegations of sexual harassment, discrimination or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) other sexual misconduct by any notice required for termination of their engagementdirectors, officers or employees described in clause (i) hereof or any independent contractor. (g) Except as would not result in material liabilitySince January 1, 2021, the Company has properly completed Endo Companies have complied in all reporting material respects with all notice and verification other requirements pursuant to Law regarding work authorization and immigration for all of its employeesunder the WARN Act, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986or any similar applicable state, provincial or local Law, and has otherwise complied have not taken any action at any single site of employment, in the ninety (90) day period prior to the Closing Date, that would constitute, as of the Closing Date, a “mass layoff”, “plant closing”, “group termination” or “collective dismissal” with such Lawsrespect to the Business within the meaning of the WARN Act, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)or any similar applicable state, provincial or local Law. (h) The Company has not entered into There are no material written notices of penalties, fines, charges, surcharges, assessment, provisional assessment, reassessment, supplementary assessment, penalty assessment or increased assessment or any other material written communications related thereto with respect to the Business, which the Endo Companies received from any workers’ compensation or workplace safety and insurance board or similar authorities in any jurisdictions where the Business is carried on that would, individually or in the aggregate, reasonably be expected to have a Contract Material Adverse Effect. (i) All material orders, inspection reports, derogations, notices of infractions, claims, penalties or fines under applicable Occupational Health and Safety Laws relating to settle the Business Employees and the Business and any claims of sexual harassment or sexual misconduct by any officerits facilities, director or employee have been provided to the Buyers, and the Endo Companies have complied and are in compliance with same and there are no appeals of same currently outstanding. Other than as disclosed in Section 3.10(i) of the CompanyDisclosure Letter, there are no charges, procedures or audits pending or in progress, under Occupational Health and Safety Laws, in respect of Business Employees or the Business or any of its facilities. In the last three (3) years, there have been no fatal accidents in respect of the Business Employees or the Business or any of its facilities, or any other material accidents or incidents which might reasonably be expected to lead to charges involving the Business.

Labor and Employment Matters. (a) Section 4.11(a) of the Company Disclosure Schedule sets Except as set forth a true, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viiiSCHEDULE 4.16(a), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is not, nor has been for the past five (5) years, a party to, bound by, or negotiating any no collective bargaining agreement exists that is binding on the Company and, except as described on SCHEDULE 4.16(a), no petition has been filed or other contract proceedings instituted by an employee or group of employees with any labor relations board seeking recognition of a union, works council or labor organization applicable to persons employed by the Company, norbargaining representative. SCHEDULE 4.16(a) describes any organizational effort that, to the knowledge of the CompanyCompany and the Shareholder, (i) are there any activities is currently being made or proceedings threatened or has been made since January 1, 1996 by or on behalf of any labor union to organize any such employeesemployees of the Company. (b) Except as set forth on SCHEDULE 4.16(b), (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iiii) there are is no unfair labor practice complaints strike, slow down or stoppage pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, noror, to the knowledge of the Company and the Shareholder, threatened, against or directly affecting the Company, (ii) no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is pending, and, to the knowledge of the Company and the Shareholder, no claims therefor exist, and (iii) neither the Company nor the Shareholder nor any of their respective Affiliates has there ever been received any threat notice or has any knowledge of any strikethreatened labor or employment dispute, slowdown, work stoppage, lockout, concerted refusal to work overtime controversy or grievance or any other similar unfair labor disruption practice proceeding or dispute breach of contract claim or discrimination complaint or charge or action with respect to claims of, or obligations to, any employee or group of employees of the Company. (c) If required under the Workers Adjustment and Retraining Notification Act or other applicable state law regulating plant closings or mass layoffs, the Company and each of its Affiliates have timely caused there to be filed or distributed, as appropriate, all required flings and notices with respect to employment losses occurring through the Closing Date. (d) The Company is and has been in compliance complied in all material respects with all applicable Laws Applicable Laws, rules and contracts regulations relating to labor and employmentthe employment of labor, including Laws Title VII of the Federal Civil Rights Act of 1964, as amended, the federal Occupational Safety & Health Act, and those relating to employment practiceshours, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes Taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19authorities. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms SCHEDULE 4.16(e) sets forth a list of employment losses in the six-month period prior to Closing that would trigger the obligations names of all employees of the Company under currently employed (the WARN Act "EMPLOYEES") and indicates the current salary or similar statewage rate of each Employee. All of such salaries, local or foreign Laws. (f) With respect to each current independent contractor wages and benefits have been paid by the Company when due for all periods through the date hereof, and, as of the CompanyClosing Date, Section 4.11(f) of will have been paid by the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration when due for all of its employees, including periods through the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)Closing Date. (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) of the The Company Disclosure Schedule sets forth has provided to Buyer a true, correct and complete list that sets forth, as of all employees October 1, 2022, with respect to each employee of the Company as or any of its Subsidiaries: (i) name or, to the date hereofextent providing a name would be prohibited under applicable privacy Law, including any employee who is ID, (ii) employment commencement date, (iii) job title or position, (iv) status (full time or part-time, exempt or non-exempt, active or on a leave of absence for any reason), (v) salary or hourly wage rate, (vi) other cash compensation payable to them in 2022, (vii) city (for United States employees) and country of any natureemployment (for non-United States employees), authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii)employment entity, which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return any work visas or green cards that are held by them (or that are applied for) and that relate to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees business of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law)and its Subsidiaries. (b) The Company is not, nor has been for the past five (5) years, a and its Subsidiaries are neither party to, nor bound by, or negotiating any collective bargaining agreement or any other contract agreement executed with a labor union, labor organization or works council, and no Company Employees are represented by any labor union, works council council, or other labor organization applicable with respect to persons employed by their employment with the Company, norCompany or its Subsidiaries. Neither the Company nor any of its Subsidiaries has experienced any actual or, to the knowledge of the Company’s Knowledge, threatened (i) are there unfair labor practice charges, labor grievances, strikes, lockouts, labor arbitrations, slowdowns, handbilling, picketing, work stoppages or other collective bargaining dispute or (ii) Proceeding in any activities court, tribunal, or proceedings administrative agency, or any out-of-court claim, against the Company or any of its Affiliates relating to any alleged violation by it of any Law related to collective bargaining or union-related activity, including any charge or complaint filed by a Company Employee or union with a Governmental Authority, in each case, since January 1, 2020. No union or other organizational effort is presently being, or since January 1, 2020, has been, made or threatened by or on behalf of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours Company Employees or other terms and conditions of employment of against the Company or any of their employees; (iii) there its Affiliates. There are no material grievances, allegations of misclassification or unfair labor practice complaints involving any Company Employee pending against the Company or any of its Affiliates before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the CompanyGovernmental Authority. (c) The Company is and has been its Subsidiaries are, and since January 1, 2020, have been, in compliance in all material respects with all applicable Laws and contracts relating to labor and respecting labor, employment, including Laws relating to service and employment practices, employment discriminationincluding, harassment and retaliationwithout limitation, all Laws respecting terms and conditions of employment, mass health and safety, wages and hours (including the proper classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), workplace conduct, employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended amended, or any similar Laws (the “WARN Act”), or any similar state or local Laws), immigration, meal employee trainings and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligationsnotices, workers’ compensation, the classification of employees labor relations, employee leave issues, affirmative action, employee health and independent contractors safety, unemployment insurance practices and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages(together, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour “Employment Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee”). There have been are no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any Proceedings pending or threatened Actions, or, to the Company’s knowledgeKnowledge, threatened by any threatened Actions, involving the Company Employee or Governmental Authority with respect to labor Employment Laws. Except as would not result in a material Liability to the Company and its Subsidiaries, taken as a whole, (i) since January 1, 2020, neither the Company nor its Affiliates has misclassified any Person as an independent contractor, temporary employee, leased employee, crowdsource worker or employment matters, including other non-employee service provider and (ii) any claims relating individual providing services to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The for the Company has notor its Affiliates who is classified as an independent contractor by the Company or its Affiliates is properly classified as an independent contractor, and within since January 1, 2020, the last four Company and its applicable Affiliates has fully and accurately reported each of its United States independent contractor’s compensation on IRS Forms 1099 (4or otherwise in accordance with applicable Law) years has not beenwhen required to do so. To the Company’s Knowledge, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract no Company Employee is in respect violation of any labor or material term of any employment mattersagreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant to which such Company Employee is bound. (d) In the ninety (i90) The day period prior to the date hereof, neither the Company nor any of its Affiliates has complied and is effectuated a “plant closing” (as defined in compliance in all material respects withthe WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of its business, there has not materially violatedoccurred a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Company, and is not in material violation of, and has not received any notices none of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company or any of its Affiliates has taken reasonable steps engaged in any employee layoffs or employment terminations sufficient in number to minimize potential workplace exposure in light of COVID-19trigger notice obligations under the WARN Act. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, liability for the Company and its Subsidiaries taken as a whole: (i) the Company and its Subsidiaries have fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to their Company Employees under applicable Law, contract or company policy and (ii) each individual who is providing or since January 1, 2020, has provided services to the Company and its Subsidiaries and is or was classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider is and has been properly completed all reporting classified and verification requirements pursuant to Law regarding work authorization and immigration treated as such for all applicable purposes. Except as would not result in material Liability to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its employeesAffiliates is or has since January 1, including 2020 been liable for any arrears of wages or any penalty for failure to pay wages earned by any Company Employee or payment due to any trust or other fund or to any Governmental Authority with respect to unemployment compensation benefits, social security or other employee benefits (other than routine payments to be made in the Form I-9 ordinary course of business). Since January 1, 2020, (A) to the Company’s Knowledge, no allegations of discrimination or sexual harassment have been made against any Company Employee (I) with a title of vice president of above or (II) in a manner that would reasonably be expected to result in any material Liability to the Company and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986its Subsidiaries, and (B) neither the Company nor any of its Affiliates has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract any settlement agreements related to settle any claims allegations of sexual harassment or sexual misconduct by any officer, director or employee of the CompanyCompany Employee.

Labor and Employment Matters. (a) Section 4.11(a) Neither the Company nor any of its Subsidiaries is a party to, bound by or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or understanding with a labor union or organization. None of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company as or any of its Subsidiaries is represented by any union with respect to his or her employment by the date hereof, including any employee who Company or such Subsidiary. There is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): no (i) title material unfair labor practice, labor dispute (other than routine individual grievances) or position (including whether full labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or part time); any of its Subsidiaries relating to their businesses, (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt activity or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, proceeding by a labor union or representative thereof to the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As Knowledge of the date hereof, all compensation, including wages, commissions and bonuses and Company to organize any severance, due and payable to all current and former employees of the Company for services performed on or prior any of its Subsidiaries, or (iii) lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees, and during the date hereof have last three (3) years there has not been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law)such action. (b) The Company is notSince January 1, nor has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company2007, (i) are there has been no "mass layoff" or "plant closing" as defined by the Worker Adjustment and Retraining Notification Act of 1998 (the "WARN Act") in respect of the Company or any activities or proceedings of any labor union to organize any such employees, its Subsidiaries and (ii) neither the Company does not have a duty nor any of its Subsidiaries has been affected by any transactions or engaged in layoffs or employment terminations sufficient in number to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment trigger application of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state state, local, or foreign agency; and (iv) there has never been, nor, law or regulation which is similar to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the CompanyWARN Act. (c) The Company is and has been in compliance in all material respects with all applicable Applicable Laws and contracts relating to labor and respecting employment, including Laws relating to employment practices, employment discrimination, harassment and retaliationdiscrimination in employment, terms and conditions of employment, mass layoffs and plant closings worker classification (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the proper classification of employees and workers as independent contractors and other individual service providersconsultants), whistleblower protectionwages, family hours and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matterspractices, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986Act, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)is not engaged in any unfair labor practice. (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(aAs of the date of this Agreement, except as set forth in Part 3.11(a) of the Disclosure Schedule: (i) neither the Company Disclosure Schedule sets forth nor any of its Subsidiaries is a true, correct and complete list party to any Collective Bargaining Agreement; (ii) there is no pending written demand for recognition or certification to the Company or any of all its Subsidiaries by any labor organization or group of employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is not, nor has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employeesits Subsidiaries; (iii) there are no unfair labor practice complaints representation or certification proceedings or petitions seeking a representation proceeding presently pending against or, to the Company Knowledge of the Company, threatened in writing before the National Labor Relations Board with respect to the Company or similar state or foreign agencyany of its Subsidiaries; and (iv) there has never been, noris no pending or, to the knowledge Knowledge of the Company, has there ever been any threat of any threatened in writing, labor strike, slowdown, work stoppage, lockout, concerted refusal slowdown or lockout due to work overtime labor disagreements by or other similar labor disruption or dispute with respect to any employees or former employees of the CompanyCompany or its Subsidiaries, against or involving the Company or any of its Subsidiaries, and no such event has occurred since July 1, 2014, in each case, the result of which would reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole. (cb) The Except as would not reasonably be expected to have, individually or in the aggregate, a Company is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employmentMaterial Adverse Effect, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, i) as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been date hereof, no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any Proceedings are pending or threatened Actions, or, to the Knowledge of the Company’s knowledge, any threatened Actionsin writing, involving against the Company with respect to labor or employment matters, including any claims relating of its Subsidiaries that are related to unfair labor practices, discrimination, harassment, retaliation, wrongful discharge or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect violation of any labor foreign, state and/or federal statute or common law relating to employment matters. (d) (i) The Company has complied and is in compliance in all material respects withpractices, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) since July 1, 2014, the Company has taken reasonable steps and its Subsidiaries have complied with all applicable Laws relating to minimize potential workplace exposure in light employment, employment practices, wages, hours, mandatory insurance, and other benefits, leaves of COVID-19absence, employee classification, immigration control, employee safety, bonuses and terms and conditions of employment, including Laws relating to termination of employment and relating to job applicants and employee background checks. (ec) There has been Notwithstanding anything in this Agreement to the contrary, it is agreed and will be understood that no layoff, plant closing, termination, redundancy representation or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of warranty is made by the Company under in respect of employee, labor and employee benefits matters in any Section of this Agreement other than this Section 3.11 or Section 3.12 to the WARN Act or similar stateextent it relates to employee, local or foreign Lawslabor and employee benefits matters. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (ai) Section 4.11(aSchedule 3.1(m) of the Company Disclosure Schedule sets forth a trueLetter lists , correct as of October 15, 1999, each officer and complete list of all employees employee of the Company as and any of its Subsidiaries. Not more than 30 additional employees were hired by the Company and its Subsidiaries between October 15, 1999 and the date hereof, including any employee who is . Except as set forth on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as Schedule 3.1(m) of the date hereof Disclosure Letter, (except as specified in clause (viiiI) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of neither the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees nor any of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company its Subsidiaries is not, nor has been for the past five (5) years, a party to, or bound by, or negotiating any collective bargaining agreement or other contract Contracts or understanding with a union, works council labor union or labor organization applicable to persons employed by the Companyorganization; and (II) there is no (X) unfair labor practice, norlabor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, (iY) are there any activities activity or proceedings of any proceeding by a labor union or representative thereof to organize any such employees, (ii) employees of the Company does not have a duty to bargain with or any such union of its Subsidiaries, or organization (Z) lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to wagessuch employees. The Company and each of its Subsidiaries is in substantial compliance with all Laws regarding employment, hours or other employment practices, terms and conditions of employment of any of their employees; and wages and hours. (iiiii) there There are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, noror, to the knowledge of the Company, has there ever been threatened claims for indemnification by the Company or any threat of its subsidiaries in favor of directors, officers, employees and agents of the Company or any strikeof its Subsidiaries. (iii) Except for (a) any benefits to be provided to employees under any Company Benefit Plan, slowdown(b) any benefits to be provided to employees under any Employment Agreement and (iii) compensation payable in the ordinary course for services rendered within the payroll period immediately preceding the date hereof, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute the Company and its Subsidiaries have no liabilities with respect to the Company. (c) The Company is and has been any employees, other than as reflected in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current Reports or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(fon Schedule 3.1(m) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagementLetter. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) of Neither the Company Disclosure Schedule sets forth a truenor any Company Subsidiary is, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is not, nor has been for the past five (5) yearsever been, a party to, bound by, or negotiating to any collective bargaining agreement bargaining, trade union or other labor union contract with a union, works council or labor organization applicable to persons employed by the CompanyCompany or any Company Subsidiary, norand, to the knowledge of the Company, there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit with respect to employees of the Company or any Company Subsidiary. Except as set forth on Section 3.11(a) of the Disclosure Letter, (i) there are there any activities no strikes, slowdowns or proceedings work stoppages pending or, to the knowledge of any labor union to organize any such employeesthe Company, (ii) threatened between the Company does not have a duty to bargain with or any such union or organization with respect to wages, hours or other terms Company Subsidiary and conditions of employment of any of their respective employees, and neither the Company nor any Company Subsidiary has experienced any such strike, slowdown or work stoppage within the past five years; (iiiii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, noror, to the knowledge of the Company, has there ever been threatened against the Company or any threat Company Subsidiary before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving employees of the Company or any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to Company Subsidiary; (iii) the Company. (c) The Company is and has been each Company Subsidiary are currently in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to the employment practicesof labor, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four Taxes; (4iv) years, there is no and there have not charge of discrimination in employment or employment practices, for any reason, including age, gender, race, religion or other legally protected category, which has been any asserted or is now pending or threatened Actions, or, to the Knowledge of the Company’s knowledge, threatened before the United States Equal Employment Opportunity Commission, or any threatened Actions, involving other Governmental Authority in any jurisdiction in which the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, Company Subsidiary has employed or equal pay. The Company has not, and within the last four (4) years has not been, subject to currently employs any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19person; and (iiv) the Company has taken reasonable steps to minimize potential workplace exposure in light not misclassified any person as an independent contractor, temporary employee, leased employee or any other servant or agent compensated other than through reportable wages as an employee of COVID-19the Company or the Company Subsidiaries (each a “Contingent Worker”) and no Contingent Worker has been improperly excluded from any Plan and the Company does not employ or engage any volunteer workers or any other unpaid workers. (eb) There Company has been furnished to Parent a complete and will be no layoffcorrect list of the name, plant closingplace of employment, terminationthe current annual salary rates, redundancy bonuses, deferred or any contingent compensation, pension, accrued vacation, “golden parachute” and other forms like benefits paid or payable (in Cash or otherwise) in 2010, the date of employment losses in the six-month period prior to Closing that would trigger the obligations and a description of position and job function of each current salaried employee, officer, director, consultant or agent of the Company under the WARN Act or similar state, local or foreign Lawsand each Company Subsidiary whose annual compensation in 2010 is expected to exceed $150,000. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) of Neither the Company Disclosure Schedule sets forth nor any Company Subsidiary is a true, correct and complete list of all employees of the Company as of the date hereof, including party to or bound by any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus collective bargaining agreement or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as relationship with any labor union or similar representative of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absenceemployees located in the United States. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable with respect to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full any Company Subsidiary located in the Company’s financial statements). All employees of the Company are employed at-will United States: (other than any jurisdiction where at-will employment would not be permitted by Law). (ba) The Company there is notno ongoing, nor has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, noror, to the knowledge Knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employeesthreatened, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar material labor disruption dispute and no such events have occurred in the last two years; and (b) there are no union organization or dispute decertification activities pending or, to the Knowledge of the Company, threatened. As of the date hereof, with respect to employees of the Company located outside of the United States, except as has not had, or would not reasonably be expected to have, a Company Material Adverse Effect: (i) there is no ongoing, or, to the Knowledge of the Company. , threatened, strike, slowdown, work stoppage, or other material labor dispute and no such events have occurred in the last two years; and (cii) The there are no union organization or decertification activities pending or, to the Knowledge of the Company, threatened. Except as would not have, or reasonably be expected to have, a Company Material Adverse Effect, (A) neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the United States National Labor Relations Act, as amended, (B) the Company and each Company Subsidiary is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and hiring, employment, including Laws relating to employment practicestermination of employment, plant closing and mass layoff, employment discrimination, harassment harassment, retaliation and retaliationreasonable accommodation, leaves of absence, terms and conditions of employment, mass layoffs wages and plant closings (hours of work, employee health and safety, leasing and supply of temporary and contingent staff, engagement of independent contractors, including the Worker Adjustment and Retraining Notification Act proper classification of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breakssame, payroll documents taxes and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related immigration with respect to COVID-19)Company employees, and (C) the Company and each Company Subsidiary is in compliance with all applicable Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently relations between it and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor organization, trade union, work council or employment mattersother body representing Company employees. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a3.10(a) of the Company Disclosure Schedule Letter sets forth forth, to the extent permitted under applicable Law, a true, complete and correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each caselist, as of the date hereof (except as specified of this Agreement, of all Business Employees set forth in clause (viiiSection 5.4(b) or (viii), which shall be as of the dates specified therein): (i) title Disclosure Letter, including, for each such Business Employee: name, job position or position (including whether full title, location of employment, base salary or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as wage rate, exempt or non-exempt from wage status, full-time or part-time status, active or inactive status and hour requirements; accrued vacation amounts (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law"Employee Census"). (b) The Company Seller is not, nor has been for the past five (5) years, not a party to, bound by, or negotiating to any collective bargaining agreement or other contract agreement or arrangement with a labor union, trade union, works council or council, labor organization applicable or other employee-representative body that pertains to persons employed the Business or to any Business Employees. No Business Employees are represented by any labor union, trade union, works council, labor organization or other employee-representative body with respect to their employment with the Company, norSellers. There are no material pending or, to the knowledge Knowledge of the CompanySellers, (i) are there any activities or proceedings of any threatened Actions concerning labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization matters with respect to wagesthe Business. (c) Since January 1, hours or other terms and conditions of employment of any of their employees; (iii) 2017, there are have been no unfair labor practice complaints charges, work stoppages, slowdowns, strikes or lockouts relating to labor matters pending, or to the Knowledge of Sellers, threatened against any Seller with respect to, or otherwise affecting, the Business. (d) With respect to the Business, no labor union, trade union, works, council, labor organization, other employee-representative body, or group of employees of any Seller has made a pending against 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 before Knowledge of Sellers, threatened to be brought or filed with the National Labor Relations Board or similar state any other labor relations tribunal or foreign agency; authority and (iv) there has never been, nor, to the knowledge of the Company, has there ever have not been any threat such proceedings since January 1, 2017. To the Knowledge of any strikeSellers, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar there are no labor disruption or dispute union organizing activities with respect to the Companyany Business Employees. (ce) The Company With respect to the Business, each Seller is and has been in compliance in all material respects with all applicable Laws laws respecting employment and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, including all laws respecting terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988wages, as amended (the “WARN Act”)hours, or any similar state or local Laws)equal employment opportunity, employment discrimination, worker classification, immigration, meal and rest breaks, payroll documents and wage statementswork authorization, pay equity, affirmative action obligationsoccupational health and safety, workers’ ' compensation, the classification payment of employees and independent contractors social security and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, employment taxes, social contributionsdisability rights or benefits, penalties plant closures and layoffs, affirmative action, labor relations, employee leave issues and unemployment insurance. In the last five (5) years, to the Knowledge of the Sellers, no allegations of sexual harassment have been made against (i) any Business Employee set forth in Section 5.4(b) of the Disclosure Letter or other sums for failure (ii) any individual who is an officer or director of any Seller as of the date hereof. (f) To the Knowledge of the Sellers, no Business Employee set forth in Section 5.4(b) of the Disclosure Letter is in any respect in violation of any term of any employment agreement, nondisclosure agreement, non-competition agreement, restrictive covenant or similar obligation: (i) to comply with any of the foregoing. The Company does not have any material liability for the misclassification Sellers or (ii) to a former employer of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability such Business Employee relating (A) to the misclassification right of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed such Business Employee to be employed in the Business or threatened against (B) restricting the Company by any current use of trade secrets or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during proprietary information in connection with the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment mattersBusiness. (dg) (i) The Company has complied and is Sellers are in compliance in all material respects with, has not materially violated, with all notice and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; other requirements under the WARN Act and (ii) the Company has have not taken reasonable steps to minimize potential workplace exposure in light any action at any single site of COVID-19. (e) There has been and will be no layoffemployment, plant closing, termination, redundancy or any other forms of employment losses in the six-month ninety (90)-day period prior to the Closing Date, that would trigger the obligations constitute, as of the Company under Closing Date, a "mass layoff" or "plant closing" with respect to the Business within the meaning of the WARN Act Act, or any similar state, applicable state or local or foreign LawsLaw. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) a. Except as set forth on Section 4.11(a3.13(a) of the Company Disclosure Schedule sets forth a trueSchedule, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title there are no controversies pending or, to the knowledge of the Company, threatened between the Company or position (including whether full or part time)any Subsidiary and any of their respective employees; (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of neither the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than nor any jurisdiction where at-will employment would not be permitted by Law). (b) The Company Subsidiary is not, nor has been for the past five (5) years, a party to, bound by, or negotiating to any collective bargaining agreement or other contract labor union contract, or work rules or practices agreed to with a any labor union, works council or labor organization applicable binding on the Company with respect to persons employed by any of the Company’s operations, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) neither the Company nor any Subsidiary has breached or otherwise failed to comply with any provision of any such agreement or contract, and there are no grievances outstanding against the Company or any Subsidiary under any such agreement or contract; (iv) there are no and in the past three years there has been no unfair labor practice complaints pending against the Company or any Subsidiary before the National Labor Relations Board or similar state any current union representation questions involving employees of the Company or foreign agencyany Subsidiary; and (ivv) there is no, and during the past three years there has never beennot been any strike, norpicketing of any nature, labor dispute, slowdown or any other concerted interference with normal operations, work stoppage or lockout, or, to the knowledge of the Company, has there ever been any threat threatened against or affecting the business of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar the Company. The consent of the labor disruption or dispute with respect unions which are a party to the Companycollective bargaining agreements listed in Section 3.13(a) of the Company Disclosure Schedule is not required to consummate the Transactions. (c) b. The Company is in material compliance with all federal, state, city, or other laws, regulations or requirements arising from its status as a government contractor, including, without limitation, its equal opportunity and has been affirmative action obligations pursuant to Executive Order 11246 and the regulations implemented by the Office of Federal Contract Compliance Programs. The Company is also in material compliance with the terms of any contract with any government agency. c. Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, the Company and the Subsidiaries are in compliance in all material respects with all applicable Laws laws and contracts relating to labor and regulations respecting labor, employment, including Laws relating to fair employment practices, employment discrimination, harassment work place safety and retaliationhealth, terms and conditions of employment, mass layoffs wages and plant closings (hours, including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is have withheld and paid to the appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Company or any Subsidiary and are not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company maintains a discretionary vacation and paid time off policy that does not permit employees to accrue vacation or paid time off. No employees have any material liability accrued vacation or paid time off and therefore no employee would or will be entitled to receive cash payments for the misclassification of any current accrued but unused vacation or former paid time off if such employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Lawswere to be terminated. The Company does not and the Subsidiaries have any material liability relating paid in full to the misclassification all employees or adequately accrued for in accordance with GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently such employees and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, claim and within the last four (4) three years there has been no claim with respect to payment of wages, salary, vacation, paid time off or overtime pay or unfair labor practices that has been asserted or is now pending or threatened before any Governmental Authority with respect to any persons currently or formerly employed by the Company or any Subsidiary. Neither the Company nor any Subsidiary is a party or within the last three years has not beenbeen a party to, subject to or otherwise bound by, any consent decree with, or order, decreeinjunction, injunction judgment or judgment by citation by, any Governmental Authority or private settlement contract in relating to employees or employment practices. There is no and within the last three years there has been no charge or proceeding with respect to a violation of any labor occupational safety or health standards that has been asserted or is now pending or threatened with respect to the Company. There is no and within the last three years there has been no charge of discrimination in employment or employment matterspractices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which the Company or any Subsidiary has employed or employs any person. None of the employment policies or practices of the Company are currently being audited or investigated, or to the knowledge of the Company, subject to imminent audit or investigation by any Governmental Authority. d. Section 3.13(d) of the Company Disclosure Schedule contains a true, complete and accurate list of all of the directors, officers and other employees of Company and its respective Subsidiaries, describing for each such employee the title, whether classified as exempt or non-exempt for wage and hour purposes, annual base salary, whether paid on a salary, hourly or commission basis and the actual rates of compensation, average scheduled hours per week, bonus potential, date of hire, business location, status (di.e., active or inactive and if inactive, the type of leave and estimated duration), the total amount of bonus, severance and other amounts to be paid to such employee if such employee were terminated at or following the Closing and, for any employee whose authority to work in the United States arises from a visa, the class of visa, date of expiration and copy of such visa. Section 3.13(d) of the Company Disclosure Schedule also contains a true, complete and accurate list of all of the independent contractors, consultants, freelancers, temporary employees, leased employees or other servants or agents currently employed or used with respect to the operation of the business of the Company or its Subsidiaries and earning more than $20,000 on an annualized basis or involved in the development of Company Owned Intellectual Property and classified as other than employees or compensated other than through wages paid by the Company or its Subsidiaries through such Company’s or such Subsidiary’s payroll department and reported on a form W-4 (“Contingent Workers”) and indicating whether such Contingent Worker has a written agreement with the Company. Except as contemplated by this Agreement or as set forth on Section 3.13(d) of the Company Disclosure Schedule, to the knowledge of Company, (i) no Key Employee has expressed any plans to terminate his or her employment or service arrangement with the Company or its Subsidiaries and (ii) since January 1, 2012 no employee of the Company has been terminated or voluntarily resigned for any reason. The Company has complied made available to Parent true and correct copies of all written agreements with the current Contingent Workers. e. All employees are employed at-will and no employees are subject to any contract with the Company. The Company is in compliance in all material respects withwith the requirements of the Immigration Reform Control Act of 1986 and, among other things, has not materially violateda fully completed Form I-9 for each employee. f. To the extent that any Contingent Workers are employed, and is not in material violation of, and has not received the Company or any notices Subsidiary of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure properly classified and treated them in light accordance with applicable laws and for purposes of COVID-19all employee benefit plans and perquisites, except for any misclassifications or mistreatments that, individually or in the aggregate, has had a Company Material Adverse Effect. (eg. Except as set forth in Section 3.13(g) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under Disclosure Schedule, the Company or any Subsidiary of the Company has not experienced a “plant closing,” “business closing,” or “mass layoff” as defined in the WARN Act or any similar state, local or foreign Laws. (f) With respect to each current independent contractor law or regulation affecting any site of employment of the Company or one or more facilities or operating units within any site of employment or facility of the Company or any Subsidiary of the Company, and, during the ninety-day period preceding the date hereof, no employee has suffered an “employment loss,” with respect to the Company or any Subsidiary of the Company as defined in the WARN Act. Section 4.11(f3.13(g) of the Company Disclosure Schedule sets forth for each employee who has suffered such person an “employment loss” during the ninety-day period preceding the date hereof (i) their role in the business name of the Company; such employee, (ii) the initial date they were retained to perform services; of hire of such employee, (iii) such employee’s regularly scheduled hours over the primary location from which services are performed; six-month period prior to such “employment loss,” (iv) their fee or compensation arrangements; the reason for the “employment loss,” and (v) whether engaged directly or through a staffing agency; such employee’s last job title(s), location, assignment(s) and (vi) any notice required for termination of their engagementdepartment(s). (g) Except as would not result in material liability, h. Neither the Company nor any Subsidiary of the Company has properly completed all reporting made any representation, promise or guarantee, express or implied, to any employee or Contingent Worker regarding (i) whether the Parent intends to retain or offer to retain such individual, or (ii) to terms and verification requirements pursuant conditions on which the Parent may retain or offer to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with retain such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)individual. (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a3.14(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each caseSchedules lists, as of June 30, 2021, the date hereof (except employees of Company and their current rates of compensation and dates of hire. Except as specified in clause (viiidescribed on Section 3.14(a) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is not, nor has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the CompanyDisclosure Schedules, (i) there are there any activities no collective agreements or proceedings of bargaining relationships or other contracts or understandings with any labor union organization with respect to organize any such Company’s employees, (ii) the Company does not have a duty to bargain with Seller has no knowledge of any such organizational effort presently being made or threatened by or on behalf of any labor union or organization with respect to wagesemployees of Company, hours or other terms and conditions of employment of any of their employees; to Sellers’ knowledge no such efforts have occurred within the past three years, (iii) there has been no worker’s compensation liability, experience or matter outside the ordinary course of business during the last three (3) years, (iv) there are no strikes, slowdowns, work stoppages, material grievances, material unfair labor practice complaints practices claims or other material employee or labor disputes currently pending or threatened against or involving Company and none has occurred within the last three years, (v) in the last three years Company before has not engaged in any unfair labor practices within the meaning of the National Labor Relations Board Act, (vi) during the three year period preceding the Closing Date, Company has not implemented any layoffs of employees that resulted in liability under the Worker Adjustment and Retraining Notification Act, 29 U.S. Stat. § 2101 et seq., (vii) to Sellers’ knowledge, there are no pending or similar state threatened in writing complaints or foreign agency; charges against Company before any Governmental Entity regarding employment discrimination, safety or other employment related charges or complaints, wage and (iv) there has never beenhour claims, norunemployment compensation claims, to worker’s compensation claims or the knowledge like involving any current or former employee of the Company that would materially affect Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Company. (cviii) The Company reasonably believes that it is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements practices (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related provision relating to wages, hourshours of work, collective bargaining bargaining, withholdings and the deductions, classification and payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors and consultants, overtime pay, occupational health and safety, worker’s compensation, labor practices, and immigration), (ix) no employee of Company is entitled to any severance pay as a result of the consummation of the transactions described in this Agreement, and (x) Company has paid all wages, salaries, bonuses, commissions, wage premiums, and other compensation that has become due and payable to each employee of Company, pursuant to applicable Law, contract, or temporary workers employment policy, for services rendered through the date of this Agreement, except for wages, salaries, bonuses, commissions, wage premiums and other compensation due for the current payroll period. (b) All Employee Benefit Plans maintained by Company or by any Governmental Authorityto which Company is obligated to contribute, are listed on Section 3.14(b) of the Disclosure Schedules. Currently and during Except as set forth on Section 3.14(b) of the past four (4) yearsDisclosure Schedules, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters.Employee Benefit Plans: (d) (i) The a copy of each Employee Benefit Plan of Company has complied been made available to Buyer; (ii) all such Employee Benefit Plans have been maintained, funded and is administered in compliance in all material respects withwith all Laws, has not materially violated, including ERISA and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19.Code; (eiii) There no Employee Benefit Plan is or has within the last three years been and will be no layoff, plant closing, termination, redundancy subject to the minimum funding requirements of Section 412 or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations 430 of the Company under the WARN Act Code or similar state, local or foreign Laws.Title IV of ERISA; (fiv) With respect Company does not have any obligation to contribute to any “multiemployer plan” within the meaning of Section 3(37) of ERISA; (v) each current independent contractor of the Company, Employee Benefit Plan intended to qualify under Section 4.11(f401(a) of the Company Disclosure Schedule sets forth for each Code has received a favorable determination letter or is entitled to rely on an opinion letter from the Internal Revenue Service that such person (iEmployee Benefit Plan is a “qualified plan” under Section 401(a) their role in the business of the CompanyCode, the related trust is exempt from Tax under Section 501(a) of the Code, and no facts or circumstances exist that would be reasonably likely to jeopardize the qualification of such Employee Benefit Plan; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and and (vi) any notice with respect to the Employee Benefit Plans, all required for termination of their engagementcontributions have been made or properly accrued on Company’s Financial Statements. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. Except as to clauses (b), (c), (e) and (f) of this Section 4.16, which, individually or in the aggregate, would not have a Parent Material Adverse Effect: (a) Section 4.11(a) Neither Parent nor any of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company as of the date hereof, including any employee who Parent Subsidiaries is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is not, nor has been for the past five (5) years, a party to, bound by, or negotiating to any collective bargaining agreement or other contract current labor agreement with a unionany labor union or organization, works council and there is no question involving current union representation of employees of Parent or labor organization applicable to persons employed by the Company, nor, to the knowledge any of the CompanyParent Subsidiaries, (i) are there nor does Parent or any activities of the Parent Subsidiaries have any Knowledge of any activity or proceedings proceeding of any labor union organization (or representative thereof) or employee group (or representative thereof) to organize any such employees, . (iib) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are There is no unfair labor practice complaints pending against the Company before the National Labor Relations Board charge or similar state grievance arising out of a collective bargaining agreement or foreign agency; and (iv) there has never beenother grievance procedure pending, noror, to the knowledge Knowledge of Parent, threatened against Parent or any of the CompanyParent Subsidiaries. (c) There is no complaint, has there ever been lawsuit or proceeding in any threat forum by or on behalf of any present or former employee, any applicant for employment or any classes of the foregoing, or any written threat to initiate any of the foregoing, alleging breach of any express or implied contract of employment, any Law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship pending, or, to the Knowledge of Parent, threatened against Parent or any of the Parent Subsidiaries. (d) There is no strike, slowdown, work stoppagestoppage or lockout pending, lockoutor, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the CompanyKnowledge of Parent, threatened, against or involving Parent, any of the Parent Subsidiaries, or any Parent Development Property. (ce) The Company is Parent and has been each of the Parent Subsidiaries are in compliance in all material respects with all applicable Laws in respect of employment and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs wages, hours of work and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Lawshealth. (f) With As of the date of this Agreement, there is no proceeding, claim, suit, action or governmental investigation pending or, to the Knowledge of Parent, threatened, with respect to each which any current independent contractor or former trustee, director, officer, employee or agent of Parent or any of the Company, Section 4.11(f) Parent Subsidiaries is claiming indemnification from Parent or any of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagementParent Subsidiaries. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. Schedule 4.14 contains a complete and accurate list of the following information for each employee of the Company, including each employee on leave of absence or layoff status: name; job title; date of hiring or engagement; date of commencement of employment or engagement; current compensation paid or payable and any change in compensation since December 31, 2004; sick and vacation leave that is accrued but unused; and service credited for purposes of vesting and eligibility to participate under any Benefit Plan. Except as set forth in Schedule 4.14 hereto, (a) Section 4.11(a) of the Company Disclosure Schedule sets forth a trueis, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is not, nor has been for the past five (5) yearsnever been, a party to, bound by, or negotiating to any collective bargaining agreement or other contract with a unionlabor contract; (b) there has not been, works council there is not presently pending or existing, and to the knowledge of the Shareholders there is not threatened, any strike, slowdown, picketing, work stoppage, lock out, or employee grievance process involving the Company; (c) to the knowledge of the Shareholders, no event has occurred or circumstance exists that could reasonably be expected to provide the basis for any work stoppage or other labor organization applicable to persons employed by dispute involving the Company, nor(d) there is no pending or, to the knowledge of the CompanyShareholders threatened, against or affecting the Company any charge or complaint filed with any governmental authority, (ie) are there any activities no application or proceedings petition for an election of any labor union to organize any such employees, (ii) the Company does not have or for certification of a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints collective bargaining agent is pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Company. , (cf) The Company there is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), no grievance or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened arbitration proceeding against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor employee of the Company, Section 4.11(fand (g) there is no lockout of any employees by the Company. All current employees of the Company Disclosure Schedule sets forth who provide services for each such person (i) their role in the business of the Company; (ii) Company maintain all necessary certifications, professional qualifications and experience for the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; respective positions and (vi) any notice required for termination of their engagement. (g) job responsibilities. Except as would not result otherwise set forth in material liabilitySchedule 4.14, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its Company's current employees, including officers and directors have not been charged with, convicted of or pled guilty to crimes of theft or dishonesty, financial misconduct, or offenses related to the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act delivery of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle health care; nor have any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company's current officers, directors, or employees been excluded from participation in Medicare, Medicaid or any other state or federal government reimbursement program.

Labor and Employment Matters. (a) Section 4.11(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of neither the Company for services performed on nor any of its Subsidiaries is a party, or prior otherwise subject, to any collective bargaining agreement, or other similar agreement with any labor union or organization with respect to employees based in the date hereof United States. Since January 1, 2021, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there have been paid in full no (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will i) unfair labor practice, labor dispute (other than any jurisdiction where at-will employment would not be permitted by Law). (broutine individual grievances ) The Company is not, nor has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, norarbitration proceeding pending or, to the knowledge of the Company, (i) are there threatened in writing against the Company or any activities or proceedings of any labor union its Subsidiaries relating to organize any such employeestheir businesses, (ii) activity or proceeding by a labor union or representative thereof to the knowledge of the Company does not have a duty to bargain with organize any such union employees of the Company or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; its Subsidiaries or (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never beenlockouts, norstrikes, slowdowns, work stoppages or, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime threats thereof by or other similar labor disruption or dispute with respect to such employees. (b) As of the Companydate hereof, the Company is in material compliance with all Applicable Laws respecting labor, employment and employment practices, including terms and conditions of employment, wages, hours of work, overtime exemption classification, independent contractor classification, collective bargaining, anti-discrimination, harassment and retaliation, civil rights, equal employment opportunity, immigration, pay equity, minimum pay, workers’ compensation, expense reimbursements, leaves of absence, disability accommodation, paid time off, wage statement and notice obligations, incentive compensation, premium pay, employee records retention, background checks, drug screens, occupational safety and health, mass layoffs and site closings, and family and medical leave. (c) The Company is and in material compliance with the terms of all collective bargaining agreements, memoranda of agreement or understanding, side letter agreements or other similar agreements with all labor unions. (d) Since January 1, 2021, there has been in compliance in all no material respects with all applicable Laws and contracts relating to labor and employmentaction, including Laws relating to employment practicessuit, employment discriminationinvestigation, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”)audit, or proceeding pending or, to the knowledge of the Company, threatened against the Company or any similar state of its Subsidiaries, brought by or local Laws)on behalf of any employee, immigrationindividual independent contractor, meal and rest breaksdirector, payroll documents and wage statementsofficer or, pay equitywith respect to any employee, affirmative action obligationsindividual, workers’ compensationindependent contractor, director or officer, by a Governmental Authority. (e) Since January 1, 2021, (i) to the classification knowledge of employees and independent contractors and other individual service providersthe Company, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding no material allegations of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties sexual or other sums for failure to comply with any of the foregoing. The Company does not unlawful harassment or discrimination have any material liability for the misclassification of been made or threatened against any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification whose annual base salary is in excess of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed $175,000, officer or threatened against director of the Company by or any current or former employeesof its Subsidiaries, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) neither the Company nor any of its Subsidiaries has taken reasonable steps entered into any settlement agreement or Contract specifically related to minimize potential workplace exposure the matters set forth in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign LawsSection 4.19(e)(i). (f) With respect No Company Employee is employed by or is eligible to each current independent contractor receive any form of the Companycompensation or benefits from RMR, Section 4.11(f) of SVC or their respective Affiliates or clients in relation to any services the Company Disclosure Schedule sets forth Employee carries out for each such person (i) RMR, SVC or their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee respective Affiliates or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagementclients. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a3.15(a) of the Company Seller Disclosure Schedule Schedules sets forth a true, correct and complete list of all of the employees of the Company as of Companies and the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, Subsidiaries as of the date hereof (except as specified in clause (viiithe “Company Employees”) and, with respect to each Company Employee, his or (viii), which shall be as of the dates specified therein): her: (i) title or position (including whether full or part time); principal job location, (ii) work location; job title, (iii) employing entity; hire date, (iv) hire date; full or part-time status, (v) status as exempt annualized salary or non-exempt from wage hourly rate of pay, for the past three years, vacation entitlement and hour requirements; accrual, and details of any further compensation for which they are eligible (including overtime pay), and (vi) current annual base compensation rate (or, for hourly employees, disclose whether the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a any leave of absence (and, if so, the nature of that leave of absence). As To the Knowledge of the Sellers, on the date hereofof this Agreement, all compensationno officer, including wages, commissions and bonuses and any severance, due and payable or employee plans to all current and former employees terminate employment with a Company or a Subsidiary during the next six (6) months except as set forth in Section 3.15(a) of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law)Seller Disclosure Schedules. (b) The No Company or Subsidiary is nota party to or bound by any collective bargaining agreement, letter of understanding, letter of intent or other written communication with any trade union or association that may qualify as a trade union, nor has been for it experienced any strike or grievance, claim of unfair labor practices, or other collective bargaining dispute within the past five three (53) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by . To the Company, nor, to the knowledge Knowledge of the CompanySellers, (i) are there any activities is no organizational effort presently being made or proceedings threatened by or on behalf of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours employees of a Company or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Companya Subsidiary. (c) The Each Company and Subsidiary is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and respecting employment, including Laws relating to employment standards, occupational safety and health, workers compensation, human rights and unfair labor practices. Within the past twenty-four (24) months, employment discrimination, harassment and retaliation, terms and conditions no Company or Subsidiary has implemented any plant closing or layoff of employment, mass layoffs and plant closings (including employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended amended, The Employment Standards Code (the “WARN Act”Manitoba), or any similar state foreign, state, provincial or local Laws)Law. None of the Companies or Subsidiaries is subject to any settlement agreement, immigrationconciliation agreement, meal letter of commitment, deficiency letter or consent decree with any present or former employee, consultant or applicant for employment, labor union or other employee representative, or any Governmental Authority or arbitrator relating to claims of employment standards violations, unfair labor practices, employment discrimination, or other claims with respect to employment and rest breaks, payroll documents labor practices and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19)policies, and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate no Governmental Authority or arbitrator has issued a judgment, order, decree, injunction, decision, award, assessment, penalty, fine, charge or finding with respect to the employment and is not liable for any arrears of wages, taxes, social contributions, penalties labor practices or other sums for failure to comply with any policies of the foregoing. The Company does not have any material liability for Companies or the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employeeSubsidiaries that would be a Material Adverse Effect. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledgeKnowledge of the Sellers, any threatened Actions, involving the Company Proceeding with respect to labor the employment or employment matterslabour practices or policies of the Companies or the Subsidiaries. Except as set forth on Section 3.15 of the Seller Disclosure Schedules, including any claims relating at all times prior to unfair labor practicesthis Agreement, discrimination, harassment, retaliation, or equal pay. The Company has not, each of the Companies and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not Subsidiaries was in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and the employment verification provisions (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 paperwork and has retained for each former documentation requirements) and current employee the Form I-9 for the periods required to comply with anti-discrimination provisions of the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) of the Company Disclosure Schedule sets forth SCHEDULE 2.18 attached hereto contains a true, correct true and complete list list, by category, of all current full-time employees, current part-time employees, other employees of and consultants currently employed or engaged by the Company Virilitec who render services to Virilitec as of the date hereof, including any employee who is on a leave of absence description of any natureand all written contracts, authorized or unauthorizedwritten agreements, that sets forth for written commitments and written arrangements relating thereto, and a description of the rate and nature of all compensation payable by Virilitec to each such individual person or entity. Except as set forth on SCHEDULE 2.18, Virilitec is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the followingknowledge of Virilitec, in each case, as of there has been no effort by any labor union or any other person during the date hereof twenty-four (except as specified in clause (viii24) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or months prior to the date hereof have been paid in full (to organize any employees or consultants of Virilitec who are accrued in full in the Company’s financial statements). All employees not already members of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is not, nor has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement unit into one or other contract with a union, works council or labor organization applicable to persons employed by the Companymore collective bargaining units, nor, to the knowledge of the CompanyVirilitec, (i) are there any activities or proceedings of any labor union to organize any such employeesefforts being conducted. There is no pending or, to the knowledge of Virilitec, threatened labor dispute, strike or work stoppage which affects or which may affect the business of Virilitec, or which may interfere with its continued operations. To the knowledge of Virilitec, neither the Virilitec nor any agent, representative or employee thereof has within the last twenty-four (ii24) the Company does not have a duty to bargain with months committed any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints as defined in the National Labor Relations Act, as amended, and there is no pending or threatened charge or complaint against the Company before Virilitec by or with the National Labor Relations Board or similar state any representative thereof. There has been no strike, walkout or foreign agency; and work stoppage involving any of the employees or consultants during the twenty-four (iv24) there has never been, nor, months prior to the knowledge of the Companydate hereof. Virilitec has complied, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Company. (c) The Company is and has been in compliance in all material respects respects, with all applicable Laws laws, rules and contracts regulations relating to labor and employment, including Laws relating to civil rights and equal employment opportunities or other employment practices, employment discriminationincluding but not limited to, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Civil Rights Act of 19881964, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liabilityAct, the Company has properly completed all reporting Americans with Disabilities Act, as amended and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, as amended. Virilitec has received no notice of any claim before any governmental body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of employees or any governmental body or, to the knowledge of Virilitec is any such claim threatened against Virilitec . Virilitec is not a party to, or otherwise bound by, any order relating to its employees or employment practices. Virilitec has paid in full to all of its employees all wages, salaries, commissions, bonuses, benefits and has otherwise complied with other compensation due and payable to such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment employees. No current or sexual misconduct by any officer, director or former employee of Virilitec is (i) absent on a military leave of absence and/or eligible for rehire under the Companyterms of the Uniformed Services Employment and Reemployment Rights Act, or (ii) absent on a leave of absence under the Family and Medical Leave Act.

Labor and Employment Matters. (a) Section 4.11(a3.11(a) of the Company Disclosure Schedule sets forth Letter contains a true, correct complete and complete accurate list of all employees of the Company or any of its Subsidiaries (collectively, “Employees”) as of the date hereofspecified on such list (which shall be no earlier than five (5) Business Days prior to the date of this Agreement), including any employee who is on a leave of absence of any natureshowing the position, authorized or unauthorized, that sets forth annual base salary and bonus potential for each Employee as of such individual date. As used in this Agreement, the following, term “Employees” expressly excludes individuals classified as “Assigned Employees” in each case, the Company’s standard service agreement with its clients or individuals acting in similar capacities under arrangements between the Company or its Subsidiaries and their clients (“Assigned Employees”). Section 3.11(a) of the Company Disclosure Letter also contains a correct and complete list of all of the Contingent Workers as of the date hereof (except as specified on such list, showing for each Contingent Worker such individual’s role in clause (viii) the Business, fee or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage compensation arrangements and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of contractual terms with the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees any of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law)its Subsidiaries. (b) The Except as set forth in Section 3.11(b) of the Company Disclosure Letter: (i) there is notno, nor has been for and during the past five (5) yearsthree years there has not been any, a party tolabor strike, bound bypicketing of any nature, labor dispute, slowdown or negotiating any collective bargaining agreement other concerted interference with normal operations, stoppage or other contract with a union, works council or labor organization applicable to persons employed by the Companylockout, nor, to the knowledge of the CompanyCompany or Seller, (i) are there any activities or proceedings of any labor union to organize is any such employeeslabor strike, picketing, labor dispute, slowdown, concerted interference, stoppage or lockout presently threatened against the Company or any of its Subsidiaries or the Business; (ii) neither the Company does not have a nor any Subsidiary has any duty to bargain with any such union or labor organization or other Person purporting to act as exclusive bargaining representative of any Employees, Contingent Workers or Assigned Employees (“Union”) with respect to the wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board Employee, Contingent Worker or similar state or foreign agency; and (iv) there has never been, norAssigned Employee and, to the knowledge of the Company, has no Union claims or demands to represent, and there ever been are no organizational campaigns in progress with respect to, any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime the Employees or Contingent Workers and no question concerning representation of such individuals exists; (iii) there is no collective bargaining agreement or other similar labor disruption Contract with any Union, or dispute work rules or practices agreed to with any Union, binding on the Company or any of its Subsidiaries with respect to the Company.any Employees, Contingent Workers or Assigned Employees; (civ) The neither the Company nor any Subsidiary has engaged in any unfair labor practice; (v) the Company and each of its Subsidiaries is and has been in material compliance in all material respects with all applicable Laws and contracts relating to labor and regulations respecting labor, employment, including Laws relating to fair employment practices, employment discrimination, harassment work place safety and retaliationhealth, terms and conditions of employment, mass layoffs and plant closings wages and hours; (vi) neither the Company nor any Subsidiary is delinquent in any payments to any Employee, Contingent Worker or Assigned Employees for any wages, salaries, commissions, bonuses, fees or other direct compensation due with respect to any services performed for it to the date hereof or amounts required to be reimbursed to such Employees, Contingent Workers or Assigned Employees; (vii) with respect to any Employee of the Company or its Subsidiaries, other than Assigned Employees and Contingent Workers, there are no formal or informal grievances, complaints or charges with respect to employment or labor matters (including the Worker Adjustment and Retraining Notification Act charges of 1988employment discrimination, as amended (the “WARN Act”), retaliation or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4unfair labor practices) years, there is no and there have not been any pending or threatened Actions, or, to the knowledge of the Company’s knowledge, threatened, in each case, before any threatened Actionsjudicial, involving regulatory or administrative forum, or under any private dispute resolution procedure; (viii) none of the employment policies or practices of the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliationof its Subsidiaries are currently being audited or investigated, or equal pay. The Company has not, and within to the last four (4) years has not beenknowledge of the Company, subject to any order, decree, injunction imminent audit or judgment investigation by any Governmental Authority Entity; (ix) neither the Company nor any Subsidiary is subject to any Order or private settlement contract Contract in respect of any labor or employment matters.; (dx) (i) The the Company and each of its Subsidiaries is, and at all times has complied and is been, in compliance in all material respects withwith the requirements of the Immigration Reform Control Act of 1986 (the “IRCA”), has as the IRCA applies to any Employee of the Company and its Subsidiaries, other than Assigned Employees and Contingent Workers; (xi) all Employees are employed at-will; (xii) consummation of the transactions contemplated by this Agreement will not materially violatedadversely affect the authority of any Employee or Assigned Employee to work in the United States; and (xiii) there is no policy, plan or program of paying severance pay or any form of severance compensation in connection with the termination of any Employee or Contingent Worker. (c) Neither the Company nor any of its Subsidiaries is subject to any affirmative action obligations under any Law, including Executive Order 11246 and is not in material violation of, and has not received a government contractor for purposes of any notices of material non-compliance or violation or alleged material non-compliance or violation Law with respect toto the terms and conditions of employment, any Law relating including the Service Contracts Act or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19prevailing wage laws. (ed) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f3.11(a) of the Company Disclosure Schedule sets forth for each such person Letter lists all independent contractors (i) their role in who are natural persons), consultants, temporary employees, leased employees or other servants or agents classified by the business Company as other than employees or compensated other than through wages paid by the Company or any of its Subsidiaries and reported on a form W-4 (collectively, “Contingent Workers”), employed or used with respect to the operation of the Company; (ii) Company or any of its Subsidiaries. As used in this Agreement, the initial date they were term “Contingent Workers” expressly excludes Assigned Employees. To the extent that any Contingent Workers are employed or retained to perform services; (iii) by the primary location from which services are performed; (iv) their fee Company or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liabilityits Subsidiaries, the Company or the applicable Subsidiary has properly completed classified and treated them in accordance with applicable Laws and for purposes of all reporting employee benefit plans and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, perquisites including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)Benefit Plans. (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(aSchedule 5.18(a) lists all Persons who are current employees, independent contractors or consultants of the Company Disclosure Schedule sets forth a trueSeller (excluding professional advisors, correct such as attorneys, accountants and complete list of all employees of the Company as of the date hereofinvestment advisors), including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, that and sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): : (i) name; (ii) title or position (including whether full full-time or part part-time, if applicable); (ii) work location; (iii) employing entityhire or retention date; and (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (oror hourly rate, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absenceapplicable. As of the date hereof, except for Transaction Expenses, all compensation, including wages, commissions overtime, commissions, bonuses, fees and bonuses and any severanceother compensation, due and payable to all current and former employees employees, independent contractors or consultants of the Company Seller for services performed on or prior to the date hereof have been accurately calculated and have been paid in full (or are accrued in full included in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law)Closing Date Working Capital. (b) The Company Seller is not, nor has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract Contract with a union, works council or labor organization applicable (collectively, “Unions”), and there is not, and has not been for the five (5) year period prior to persons employed by the CompanyClosing Date, norany Union representing or purporting to represent any employee of the Seller, and, to the knowledge Seller’s Knowledge, no Union or group of the Company, (i) are there any activities or proceedings of any labor union employees is seeking to organize any such employeesemployees for the purpose of collective bargaining. During the five (5) year period prior to the Closing Date, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never not been, nor, nor to the knowledge of the Company, Seller’s Knowledge has there ever been any threat of of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Seller or any of its employees. The Seller has no duty to bargain with respect to the Companyany Union. (c) The Company is Seller is, and at all times during the five (5) year period prior to the Closing Date has been been, in compliance in all material respects with all applicable Laws pertaining to employment and contracts employment practices, including all Laws relating to labor and employmentrelations, including Laws relating to equal employment opportunities, fair employment practices, employment discrimination, harassment and harassment, retaliation, terms and conditions of employmentreasonable accommodation, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), disability rights or any similar state or local Laws)benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and rest breaksbreak periods, payroll documents privacy, health and wage statements, pay equity, affirmative action obligationssafety, workers’ compensation, leaves of absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the classification of employees and Seller as independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and consultants are properly treated as independent contractors under all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any applicable Laws. All employees of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee Seller classified as exempt under the Fair Labor Standards Act and applicable state and local wage and hour Laws are properly classified. All employees of the Seller classified or considered as non-exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly paid overtime, when applicable. The Seller is and has at all times been in compliance with the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), and any equivalent state or local Laws. The Company does not have Seller is in compliance with and has complied with all immigration Laws, including Form I-9 requirements and any material liability relating applicable mandatory E-Verify obligations. There are no Actions against the Seller pending, or to the misclassification Seller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employeesapplicant, employee, consultant, volunteer, intern or independent contractors or temporary workers or by any Governmental Authority. Currently and during contractor of the past four (4) yearsSeller, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledgeincluding, any threatened Actionscharge, involving the Company with respect to labor investigation or employment matters, including any claims claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or equal pay. The Company has notbenefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and within the last four (4) years has not beentermination of employees, subject to any orderworking conditions, decreemeal and break periods, injunction or judgment by any Governmental Authority or private settlement contract in respect privacy, health and safety, workers’ compensation, leaves of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects withabsence, has not materially violatedpaid sick leave, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy unemployment insurance or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company related matter arising under the WARN Act or similar state, local or foreign applicable Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereofof this Agreement, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of neither the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than nor any jurisdiction where at-will employment would not be permitted by Law). (b) The Company Subsidiary is not, nor has been for the past five (5) years, a party to, bound by, or negotiating to any collective bargaining agreement or other any labor union contract with a unionany labor organization, works council or other representative of any Company employees. There are no unfair labor organization applicable to persons employed by the Company, norpractice complaints pending or, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending threatened against the Company or any of its Subsidiaries before the National Labor Relations Board or similar state any other labor relations tribunal or foreign agency; and (iv) there has never beenauthority. There are no strikes, norwork stoppages, slowdowns, lockouts, labor arbitrations, material grievances, or other material labor disputes pending or, to the knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries, nor has there ever been for the past three (3) years, any threat such activity. To the knowledge of any strikethe Company, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute there are no organizational efforts with respect to the Companyformation of a collective bargaining unit presently being made involving employees of the Company or any of its Subsidiaries. (cb) The Except as would not, individually or in the aggregate, have a Company is Material Adverse Effect, the Company and has been each of its Subsidiaries are, and for the past three (3) years have been, in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment laws respecting employment and employment practices, employment including relating to wage and hour (including the payment of compensation for minimum wage, hours worked, meal periods, and overtime), collective bargaining, discrimination, harassment civil rights, equal employment opportunity, affirmative action, the proper classification of employees (exempt, non-exempt or temporary) and retaliationindependent contractors, terms immigration, pay equity, safety and conditions of employmenthealth, mass layoffs and plant closings (including workers’ compensation, the Worker Adjustment and Retraining Notification Act of 1988, as amended 1988 (the “WARN Act”), the collection and payment of employment related Taxes, and all obligations imposed by any employment contracts. There are no material investigations, administrative proceedings, charges or any similar state formal complaints pending or, to the knowledge of the Company, threatened before the Equal Employment Opportunity Commission or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and agency or court against or involving the payment and withholding Company or any of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with its Subsidiaries involving any of the foregoingforegoing matters. The Company does not have any material liability All Persons performing services for the misclassification Company or any of any current its Subsidiaries have been properly classified as employees or former employee independent contractors, as exempt under the Fair Labor Standards Act case may be, for purposes of federal and applicable state wage Tax Laws and hour other Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during For the past four three (43) years, there is no and there have has not been any pending “mass layoff” or threatened Actions“plant closing” as defined by the WARN Act or any similar state or foreign law, or, to the Company’s knowledge, any threatened Actions, involving the Company collective redundancy or similar action with respect to labor the Company or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has notof its Subsidiaries, and within the last four (4) years has transactions contemplated hereby will not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) cause the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no implement a “mass layoff, ” or a “plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company ” under the WARN Act or any similar state, local state or foreign Lawslaw prior to or at the Effective Time. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence3.9.1. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is not, nor has been for the past five (5) years, a party to, bound by, or negotiating any No collective bargaining agreement exists that is binding on the Company or other contract any Subsidiary and no petition has been filed or proceedings instituted by an employee or group of employees with any labor relations board seeking recognition of a union, works council or labor organization applicable to persons employed by the Company, norbargaining representative. There are no organizational effort currently being made or, to the knowledge of the CompanySellers, (i) are there any activities threatened by or proceedings on behalf of any labor union to organize any such employeesemployees of the Company or any Subsidiary. (i) There is not now, and to the Sellers' knowledge, never has been, any labor strike, dispute, slow down or stoppage pending or, to the Sellers' knowledge, threatened, against or directly affecting the Company or any Subsidiary, (ii) no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is pending, and no claims therefor exist; and (iii) neither the Company does not have a duty to bargain with Company, any such union Subsidiary nor any Seller has received any notice or organization has any knowledge of any threatened labor or civil rights dispute, controversy or grievance or any other unfair labor practice proceeding or breach of contract claim or action with respect to wagesclaims of, hours or other terms and conditions obligations to, any employee or group of employment employees of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the CompanySubsidiary. (c) The Company is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including 3.9.3. If required under the Worker Workers Adjustment and Retraining Notification Act of 1988or other applicable state law regulating plant closing or mass layoffs, the Company and its Subsidiaries have timely caused there to be filed or distributed, as amended (appropriate, all required filings and notices with respect to employment losses occurring through the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoingClosing Date. 3.9.4. The Company does not and its Subsidiaries have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act complied and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employeesare currently complying, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations employees of the Company under and its Subsidiaries with all applicable laws respecting employment and employment practices and the WARN Act protection of the health and safety of employees, from whatever source such law may be derived, including, without limitation, statutes, ordinances, laws, rules, regulations, policies, standards, judicial or similar stateadministrative precedents, local or foreign Lawsjudgments, orders, decrees, awards, citations, licenses, official interpretations and guidelines. (f) With respect to each current independent contractor of 3.9.5. All individuals who are performing or have performed services for the Company, any Subsidiary and are or were classified by the Company or any Subsidiary as "independent contractors" qualify for such classification under Section 4.11(f) 530 of the Company Disclosure Schedule sets forth for each such person (i) their role in the business Revenue Act of 1978 or Section 1706 of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Tax Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)as applicable. (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) of the The Company Disclosure Schedule sets forth has made available to GigCapital2 a true, correct and complete list of all employees of the Company and any Company Subsidiary as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that and sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): : (i) title or position (including whether full or part time); (ii) work locationhire date; (iii) employing entityexemption treatment by the Company under applicable wage and hour Laws; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); and (viiv) 2020 target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viiicompensation. Except as set forth on Section 4.13(a) accrued paid time off of the Company Disclosure Schedule as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all earned compensation, including wages, commissions and bonuses and any severancebonuses, due and payable to all current and former employees of the Company and any Company Subsidiary for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (bi) The There are no Actions pending or, to the knowledge of the Company, threatened in writing against the Company is notor any Company Subsidiary by any of their respective current or former employees, which Actions would be material to the Company and the Company Subsidiaries, taken as a whole; (ii) neither the Company nor any Company Subsidiary is, nor has been for the past five (5) yearssince January 1, 2018, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the CompanyCompany or any Company Subsidiary, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company or any Company Subsidiary before the National Labor Relations Board or similar state or foreign labor relations agency; and (iv) since January 1, 2018, there has never been, nor, to the knowledge of the Company, has there ever not been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the CompanyCompany or any Company Subsidiary. (c) The Except as would not result in a Company is Material Adverse Effect for the Company and has the Company Subsidiaries, taken as a whole, the Company and the Company Subsidiaries are and for the past three years have been in compliance in all material respects with all applicable Laws and contracts relating to labor and the employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state state, local or local foreign Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is are not liable in any material amount for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Except as would not result in a Company does not have any material liability Material Adverse Effect for the misclassification Company and the Company Subsidiaries, taken as a whole, (i) all current employees of any current the Company and the Company Subsidiaries, as applicable, are properly classified as exempt or former employee as non-exempt under the Fair Labor Standards Act and applicable state and foreign wage and hour Laws; and (ii) all current independent contractors and temporary workers of the Company or the Company Subsidiaries, as applicable, are properly classified under applicable Law. The Company does not have any material liability relating to Within the misclassification of any Person as an independent contractor rather than an employee. There past three years, there have been no misclassification claims filed or or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied delivered to GigCapital2 accurate and is complete copies of all (1) material workplace communications from the Company and any Company Subsidiary to employees regarding actions or changes in compliance workplace schedules, employee travel, remote work practices, onsite meetings, or other changes that have been implemented in all material respects with, has not materially violated, and is not response to COVID-19; (2) contingency plans for workplace cessation in material violation of, and has not received any notices light of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii3) the Company has taken reasonable steps policies implemented in relation to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger triggered the obligations of the Company or any Company Subsidiary under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.