Common use of Labor and Employment Clause in Contracts

Labor and Employment. (a) Section 4.19(a)(i) of Malvern’s Disclosure Memorandum sets forth a true and complete list of all employees of the Malvern Entities as of the date hereof, including for each such employee: name, job title, hire date, whether full-time or part-time, Fair Labor Standards Act designation, work location, current annual salary, current annual bonus opportunity, fringe benefits (other than employee benefits applicable to all employees), annual bonus payouts for the past three years, and immigration status. To Malvern’s Knowledge, no employee, independent contractor or consultant of any Malvern Entity is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non- competition agreement, that in any way adversely affects or restricts the performance of such person’s duties for the Malvern Entities. No current employee, independent contractor or consultant of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or services with any Malvern Entity. Except as set forth on Section 4.19(a)(ii) of Malvern’s Disclosure Memorandum, no Malvern Entity has any “leased employees” within the meaning of Section 414(n) of the Internal Revenue Code. No employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum has a principal place of employment outside the United States or is subject to the labor and employment laws of any country other than the United States. (b) No Malvern Entity has, at any time, been a party to or had any obligations under a collective bargaining, works council or similar agreement with respect to services provided to such Malvern Entity. No Malvern Entity has at any time had, nor to Malvern’s Knowledge is there now threatened, any walkout, strike, union activity, picketing, work stoppage, work slowdown, or any effort or attempt to organize, certify or represent the labor force of any Malvern Entity. Except as set forth on Section 4.19(b) of Malvern’s Disclosure Memorandum, there are no material controversies, claims, audits, investigations, actions or similar proceedings pending or, to the Knowledge of Malvern, threatened with respect to any current or former employees or other service providers of the Malvern Entities regarding their employment or affiliation with any Malvern Entity. (c) Each Malvern Entity is and at all times for the last five years, has been in compliance, in all material respects, with all Laws governing labor, employment and the withholding of employment-related Taxes, including but not limited to, all contractual commitments and all Laws relating to wages, hours, overtime, affirmative action, employee benefits, worker classification, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation, reporting, collection and payment of Social Security taxes and similar taxes, and immigration. For the last five years, each individual who has been classified by the Malvern Entities as a non- employee has been properly classified under all applicable Laws, and no such individual shall have a claim against any Malvern Entity for eligibility to participate in, or benefit under, any Malvern Benefit Plan if such individual is later reclassified as an employee of the Malvern Entities. (d) Each Malvern Entity has, or will have no later than the Closing Date, paid all accrued salaries, wages, bonuses, commissions, overtime, and other amounts due to be paid through the Closing Date. Except as set forth on Section 4.19(d) of Malvern’s Disclosure Memorandum, the employment of each employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum and the engagement of each current independent contractor or similar consultant of the Malvern Entities are terminable at will by the relevant Malvern Entity without any penalty, liability or severance obligation incurred by the Malvern Entity.

Labor and Employment. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or be material to the MRT Program, taken as a whole, Section 4.19(a)(i2.16(a) of Malvern’s the Seller Disclosure Memorandum Schedule sets forth a true complete and complete accurate list of the following information for all employees individuals (including, for the avoidance of doubt, employees, independent contractors, officers, directors or consultants) who are exclusively or primarily engaged in the Malvern Entities as of MRT Program (collectively, the date hereof“Business Employees”): name, including for each such employee: nameemployment status (i.e., employee or independent contractor), job title, hire date, whether full-time or part-time, Fair Labor Standards Act designation, work location, current annual rate of compensation (and the portions thereof attributable to salary, current annual bonus opportunity, fringe benefits (and other than employee benefits applicable to all employeescompensation), annual bonus payouts exempt classification (i.e., exempt or non-exempt), leave of absence status (whether or not on a leave of absence and, if so, for the past three yearshow long), accrued vacation, and severance pay. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or be material to the MRT Program, taken as a whole (i) no delays under applicable immigration status. To MalvernLaws would be required with respect to the employment of any Business Employee on the Closing Date, (ii) no Business Employees are covered by unions nor, to the Seller’s Knowledge, no employeehave any union organizational efforts occurred with respect to the Business Employees in the three (3) preceding years, independent contractor or consultant (iii) the Seller and each of any Malvern Entity the Selling Subsidiaries is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non- competition agreement, that in any way adversely affects or restricts compliance in all material respects with all employment Laws applicable to the performance of such person’s duties for the Malvern Entities. No current employee, independent contractor or consultant of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or services with any Malvern Entity. Except Business Employees and (iv) except as set forth on Section 4.19(a)(ii) of Malvern’s Disclosure Memorandum, no Malvern Entity has any “leased employees” within the meaning of Section 414(n2.16(b) of the Internal Revenue Code. No employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Seller Disclosure Memorandum has a principal place of employment outside the United States or is subject to the labor and employment laws of any country other than the United States. (b) No Malvern Entity has, at any time, been a party to or had any obligations under a collective bargaining, works council or similar agreement with respect to services provided to such Malvern Entity. No Malvern Entity has at any time had, nor to Malvern’s Knowledge is there now threatened, any walkout, strike, union activity, picketing, work stoppage, work slowdown, or any effort or attempt to organize, certify or represent the labor force of any Malvern Entity. Except as set forth on Section 4.19(b) of Malvern’s Disclosure MemorandumSchedule, there are have been no material controversiescharges, claimssuits, auditscomplaints, investigationsgrievances, actions disciplinary matters or similar proceedings controversies pending or, to the Knowledge of MalvernSeller’s Knowledge, threatened with respect to in writing, between the Seller (or a Selling Subsidiary) and any current or former employees or other service providers of the Malvern Entities regarding their employment or affiliation with any Malvern EntityBusiness Employee. (c) Each Malvern Entity is Notwithstanding anything herein to the contrary, the representations and at all times for warranties set forth in this Section 2.16 are the last five years, has been in compliance, in all material respects, with all Laws governing labor, employment only representations and warranties of the Seller and the withholding of employment-related Taxes, including but not limited to, all contractual commitments Selling Subsidiaries with respect to labor and all Laws relating to wages, hours, overtime, affirmative action, employee benefits, worker classification, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation, reporting, collection and payment of Social Security taxes and similar taxes, and immigration. For the last five years, each individual who has been classified by the Malvern Entities as a non- employee has been properly classified under all applicable Laws, and no such individual shall have a claim against any Malvern Entity for eligibility to participate in, or benefit under, any Malvern Benefit Plan if such individual is later reclassified as an employee of the Malvern Entitiesemployment matters. (d) Each Malvern Entity has, or will have no later than the Closing Date, paid all accrued salaries, wages, bonuses, commissions, overtime, and other amounts due to be paid through the Closing Date. Except as set forth on Section 4.19(d) of Malvern’s Disclosure Memorandum, the employment of each employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum and the engagement of each current independent contractor or similar consultant of the Malvern Entities are terminable at will by the relevant Malvern Entity without any penalty, liability or severance obligation incurred by the Malvern Entity.

Labor and Employment. (a) For the past three (3) years, (i) no labor strike against, or lockout by, the Company has occurred, or is pending or threatened, and (ii) except as set forth in Section 4.19(a)(i3.14(a) of Malvern’s the Seller Disclosure Memorandum Schedules, no union represents or has filed a petition to represent, or commenced an organizing campaign, on behalf of any group of Business Employees, or other workers performing services for the Rolling Mill Business, as its collective bargaining representative. Except as set forth in Section 3.14(a) of the Seller Disclosure Schedules, within the past three (3) years, there has been no material labor dispute, unfair labor practice charge, concerted work stoppage or slowdown or any other interference with normal operations, pending or threatened, affecting the Rolling Mill Business, except as would not have a Material Adverse Effect. There are no material work rules or practices agreed to with any union, except as specifically stated in a collective bargaining agreement listed in Section 3.12(a)(ix) of the Seller Disclosure Schedules, that are binding upon Business Employees or Rolling Mill Business. No unfair labor practice charge or complaint, no grievance or arbitration brought by a union, and no other charge or complaint that covers the Rolling Mill Business is pending or threatened which, if adversely decided, could have a Material Adverse Effect. (b) Section 3.14(b) of the Seller Disclosure Schedules sets forth a true complete and complete accurate list of all employees of the Malvern Entities Business Employees, describing for each such Business Employee: (i) the title, (including whether full or part-time); (ii) whether classified as exempt or non-exempt for wage and hour purposes; (iii) date of hire; (iv) work location; (v) employee ID number; (vi) regular hourly wage, annual salary or commission rate, as applicable; (vii) customarily scheduled hours per week; (viii) total remuneration potential including commission, bonus or other incentive-based compensation; (ix) status (i.e., active or inactive and if inactive, the type of leave, and projected duration if known); and (x) whether currently covered by any collective bargaining agreement disclosed in Section 3.12(a)(ix). Other than shared group employees that provide services to the Rolling Mill Business as disclosed on Section 3.14(b) of the Seller Disclosure Schedules, the Business Employees assigned to the Company provide the technical and operational workforce necessary to safely and efficiently conduct the Rolling Mill Business. No later than thirty (30) days prior to the end of the human resources portion of the Transition Services Agreement, Seller shall provide an updated list of the Transferred Employees that meets all the requirements of the prior sentence. Section 3.14(b) of the Seller Disclosure Schedules also contains a complete and accurate list of all the individual independent contractors, individual consultants, and temporary employees, who are engaged directly by the Company or Seller or any Rolling Mill Affiliate, and who are performing services in support of the operation of the Rolling Mill Business (“Contingent Workers”) as of the date hereof, including hereof and for each such employee: nameContingent Worker has provided a description of the individual’s work, job titlefee or compensation arrangement and other contractual terms of engagement, hire dateas applicable. Section 3.14(b) of the Seller Disclosure Schedules also contains a list of all agreements with temporary staffing agencies that cover workers performing services in support of the Rolling Mill Business. (c) To the Knowledge of Seller, whether full-time or part-time, (i) all Business Employees classified as exempt under the Fair Labor Standards Act designationand state and local wage and hour Laws are properly classified, work location(ii) to the extent that any Contingent Workers engage directly by the Company are used at the Rolling Mill Business, current annual salarythe Company has properly classified and treated such individuals in material compliance with applicable Law and under the Company Plans, current annual bonus opportunity(iii) the Company is not delinquent with any payments to Business Employees or any Contingent Workers engaged directly by the Company, fringe benefits and (other than employee benefits applicable iv) the Company is not a joint employer with any staffing agency supplying workers performing services in support of the Rolling Mill Business, except, with respect to all employees(i), annual bonus payouts (ii) and (iii), as would not have a Material Adverse Effect. Except for Business Employees covered by the Collective Bargaining Agreement, all Business Employees are employed at-will. (d) Except as set forth in Section 3.14(d) of the Seller Disclosure Schedules, no Business Employee is on a visa sponsored by the Company which visa will require continued sponsorship. The Company has not received within the past three years(3) years a “no match” letter from the Social Security Administration concerning any current or former Business Employee, and the Company has not been warned, fined or otherwise penalized for a failure to comply with immigration statusLaws. A U.S. Citizenship and Immigration Services Form I-9 has been properly prepared and retained for each Business Employee as required by Law. (e) Except as set forth in Section 3.14(e) of the Seller Disclosure Schedules, the Company has not within the past three (3) years experienced a “plant closing,” “business closing,” or “mass layoff” as defined in the WARN Act or any similar state or local Law or regulation affecting the Rolling Mill Business. At the Effective Time, Seller will provide a list of those employees of the Rolling Mill Business who the Company has involuntarily terminated or laid off as defined in the WARN Act or any similar state or local Law or regulation within ninety (90) days prior to the Effective Time, including a list of employees of the Rolling Mill Business that were informed of a furlough, layoff, or other employer-initiated leave of absence or reduction in work hours prior to the Effective Time but whose effective date of such status change will occur within ninety (90) days after the Effective Time. (f) To Malvernthe Knowledge of Seller, there have been no workplace accidents, injuries or exposures (including viral exposure, including, without limitation, the COVID-19 Virus) in the last twelve (12) months involving any Business Employee, or Contingent Worker that are likely to result in, but not yet resulted in, a claim for worker’s Knowledgecompensation payments or benefits, or a violation of OSHA or state or local equivalent. The Company has implemented precautions and measures regarding the COVID-19 Virus, consistent with applicable Center for Disease Control, World Health Organization, and federal, state and local guidelines. (g) To the Knowledge of Seller, no employeeBusiness Employee (i) is a party to an agreement with any prior employer that limits or purports to limit the ability of the Rolling Mill Business to compete in any line of business, with any Person, or in any geographic area or period of time; or (ii) has any other obligations to a prior employer that is violated by the performance of the Business Employee’s performance of duties for the Rolling Mill Business. (h) Within the last five (5) years: (i) no Business Employee, independent contractor or consultant has made any allegation of sexual harassment against the Company or against any Malvern Entity is Business Employee; and (ii) the Company has not entered into any settlement agreements related to allegations of sexual harassment made by a party to, Business Employee or is otherwise bound by, any agreement contingent or arrangement, including any confidentiality or non- competition agreement, that in any way adversely affects or restricts the performance of such person’s duties for the Malvern Entities. No current employee, independent contractor or consultant of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or services with any Malvern Entityconsultant. Except as set forth on Section 4.19(a)(ii) of Malvern’s Disclosure Memorandum, no Malvern Entity has any “leased employees” within the meaning of Section 414(n) of the Internal Revenue Code. No employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum has a principal place of employment outside the United States or is subject to the labor and employment laws of any country other than the United States. (b) No Malvern Entity has, at any time, been a party to or had any obligations under a collective bargaining, works council or similar agreement with respect to services provided to such Malvern Entity. No Malvern Entity has at any time had, nor to Malvern’s Knowledge is there now threatened, any walkout, strike, union activity, picketing, work stoppage, work slowdown, or any effort or attempt to organize, certify or represent the labor force of any Malvern Entity. Except as set forth on Section 4.19(b) of Malvern’s Disclosure Memorandum, there are no material controversies, claims, audits, investigations, actions or similar proceedings pending or, to To the Knowledge of MalvernSeller, threatened with respect to there is no, and during the last three (3) years, there has been no, consensual or non-consensual sexual relationship between: (i) any beneficial owner, officer or executive-level employee of Seller or its Affiliates on the one hand, and any current or former employees Business Employee, or other service providers any Contingent Worker of the Malvern Entities regarding their employment Rolling Mill Business, on the other hand; or affiliation with (ii) between any Malvern Entity. (c) Each Malvern Entity is and at all times for the last five years, has been in compliance, in all material respects, with all Laws governing labor, employment and the withholding of employment-related Taxes, including but not limited to, all contractual commitments and all Laws relating to wages, hours, overtime, affirmative action, employee benefits, worker classification, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation, reporting, collection and payment of Social Security taxes and similar taxes, and immigration. For the last five years, each individual who has been classified by the Malvern Entities as a non- employee has been properly classified under all applicable Laws, and no such individual shall have a claim against any Malvern Entity for eligibility to participate in, or benefit under, any Malvern Benefit Plan if such individual is later reclassified as an supervisory employee of the Malvern Entities. (d) Each Malvern Entity hasCompany on the one hand, and any current or former Business Employee, or will have no later than the Closing Date, paid all accrued salaries, wages, bonuses, commissions, overtime, and other amounts due to be paid through the Closing Date. Except as set forth on Section 4.19(d) of Malvern’s Disclosure Memorandum, the employment of each employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum and the engagement of each current independent contractor or similar consultant any Contingent Worker of the Malvern Entities are terminable at will by Rolling Mill Business, on the relevant Malvern Entity without any penalty, liability or severance obligation incurred by the Malvern Entityother hand.

Labor and Employment. (a) Section 4.19(a)(i) of Malvern’s Disclosure Memorandum sets forth a true The Company has made available to Parent correct and complete list copies of: (i) all collective bargaining agreements, memorandums of understanding, and extension agreements (including all employees of the Malvern Entities as of the date hereofaddendums, including for each such employee: name, job title, hire date, whether full-time or part-time, Fair Labor Standards Act designation, work location, current annual salary, current annual bonus opportunity, fringe benefits amendments and related correspondence thereto); (other than employee benefits applicable to ii) all employees), annual bonus payouts arbitration awards for the past last three years(3) years regarding employment or labor issues; (iii) all material employment policy manuals and individual employment policies; (iv) all pending employment or labor related charges and lawsuits; (v) all pending unfair labor practice charges and complaints, and immigration status. To Malvern’s Knowledge, no employee, independent contractor or consultant of any Malvern Entity is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non- competition agreement, that in any way adversely affects or restricts the performance of such person’s duties for the Malvern Entities. No current employee, independent contractor or consultant of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or services with any Malvern Entity. Except as set forth on Section 4.19(a)(ii(vi) of Malvern’s Disclosure Memorandum, no Malvern Entity has any “leased employees” within the meaning of Section 414(n) of the Internal Revenue Code. No employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum has a principal place of employment outside the all pending United States or is subject Occupational Safety and Health Administration charges and complaints. (b) There are no (i) Actions relating to the labor and employment laws practices of the Company or any country of its Subsidiaries pending, scheduled, or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries before the U.S. National Labor Relations Board or any other than Governmental Authority or any current union representation questions involving any Company Employee, and (ii) complaints or charges relating to labor or employment practices of the United States. (b) No Malvern Entity has, at Company or any time, of its Subsidiaries have been a party made or are reasonably expected to be made to the U.S. National Labor Relations Board or had any obligations under a collective bargaining, works council or similar agreement with respect to services provided to such Malvern Entityother Governmental Authority. No Malvern Entity has at any time had, nor to Malvern’s Knowledge There is there now threatened, any walkout, no labor strike, union activityslowdown, stoppage, picketing, interruption of work stoppage, work slowdown, or any effort or attempt to organize, certify or represent the labor force of any Malvern Entity. Except as set forth on Section 4.19(b) of Malvern’s Disclosure Memorandum, there are no material controversies, claims, audits, investigations, actions or similar proceedings lockout pending or, to the Knowledge of MalvernCompany’s knowledge, threatened with respect to against the Company or any current or former employees or other service providers of the Malvern Entities regarding their employment or affiliation with any Malvern Entityits Subsidiaries. (c) Each Malvern Entity is Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and at all times for the last five yearsits Subsidiaries are and have been since January 2, has been in compliance2010, in all material respects, compliance with all Laws governing labor, employment and the withholding of employment-related Taxes, including but not limited to, all contractual commitments and all Applicable Laws relating to labor and employment, including those relating to labor management relations, practices, wages, hours, overtime, affirmative action, employee benefits, worker classification, collective bargainingterms and conditions of employment, discrimination, civil rightssexual harassment, work authorization, immigration, safety and health, workers’ workers compensation, reportingcontinuation coverage under group health plans, collection wage payment and the payment and withholding of Taxes. Other than normal accruals of wages during regular payroll cycles, there are no material arrearages in the payment of Social Security taxes and similar taxes, and immigration. For the last five years, each individual who has been classified by the Malvern Entities as a non- employee has been properly classified under all applicable Laws, and no such individual shall have a claim against any Malvern Entity for eligibility to participate in, or benefit under, any Malvern Benefit Plan if such individual is later reclassified as an employee of the Malvern Entitieswages. (d) Each Malvern Entity hasExcept as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries (i) 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 or (ii) has engaged in any unfair labor practice with respect to any Persons employed by or otherwise performing services primarily for the Company or any of its Subsidiaries (e) Since January 2, 2010, neither the Company nor any of its Subsidiaries has effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act, 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 will have no later than (ii) a “mass layoff” (as defined in the Closing Date, paid all accrued salaries, wages, bonuses, commissions, overtime, and other amounts due to be paid through the Closing Date. Except as set forth on Section 4.19(dWARN Act) affecting any site of Malvern’s Disclosure Memorandum, the employment of each employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum and the engagement of each current independent contractor or similar consultant facility of the Malvern Entities are terminable at will 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 state, or local Law or regulation similar to the relevant Malvern Entity without any penalty, liability or severance obligation incurred by the Malvern EntityWARN Act.

Labor and Employment. (a) Section 4.19(a)(i4.12(a) of Malvern’s the Ardagh Disclosure Memorandum sets forth a true Schedule lists the material Collective Bargaining Agreements covering any AMP Business Employee, together with all material amendments, modifications or supplements thereto, and complete list each such Collective Bargaining Agreement is in full force and effect, and neither the execution nor delivery of all employees this Agreement or the Related Agreements nor the consummation of the Malvern Entities as Transactions shall constitute a termination event thereunder. To the Knowledge of the date hereofArdagh, including for each such employee: namethere is no organizational effort currently being made, job titleor threatened (in writing) by, hire date, whether full-time or part-time, Fair Labor Standards Act designation, work location, current annual salary, current annual bonus opportunity, fringe benefits (on behalf of any Employee Representative Body to organize any AMP Business Employees other than employee benefits applicable ordinary course activity related to all employees), annual bonus payouts for the past three years, and immigration status. To Malvern’s Knowledge, no employee, independent contractor or consultant of any Malvern Entity is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non- competition agreement, that in any way adversely affects or restricts the performance of such person’s duties for the Malvern Entities. No current employee, independent contractor or consultant of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or services with any Malvern EntityCollective Bargaining Agreements covering AMP Business Employees. Except as set forth on in Section 4.19(a)(ii) of Malvern’s Disclosure Memorandum, no Malvern Entity has any “leased employees” within the meaning of Section 414(n4.12(a) of the Internal Revenue Code. No employee listed (Ardagh Disclosure Schedule, the consent of, consultation of, rendering of formal advice by, issuance of notice to, or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum has a principal place of employment outside the United States or is subject to the labor and employment laws making of any country other than the United States. (b) No Malvern Entity has, at any time, been a party to or had any obligations under a collective bargaining, works council or similar agreement with respect to services provided to such Malvern Entity. No Malvern Entity has at any time had, nor to Malvern’s Knowledge is there now threatenedfiling with, any walkout, strike, union activity, picketing, work stoppage, work slowdown, Employee Representative Body or any effort Governmental Authority is not required for Ardagh to enter into this Agreement or attempt to organize, certify or represent consummate the labor force of any Malvern EntityTransactions. Except as set forth on Section 4.19(b) of Malvern’s Disclosure Memorandum, there are There is no material controversies, claims, audits, investigations, actions or similar proceedings pending or, to the Knowledge of MalvernArdagh, threatened (in writing) strike, slowdown, work stoppage, lockout or, as of the date hereof, any material labor dispute or other material collective bargaining dispute with respect to the AMP Business. (b) Except as would not, individually or in the aggregate, be material to the AMP Business or the AMP Entities, taken as a whole, Ardagh and its Affiliates are, and for the past three (3) years have been, in compliance with all applicable Laws pertaining to the employment of AMP Business Employees and the services of any independent contractors or consultants to the AMP Business, and neither Ardagh nor any of its Affiliates (in each case, solely to the extent related to the AMP Business) has incurred any material Liability under any applicable Law regarding notice to or consultation with employees regarding terminations in connection with reductions in force that remains unsatisfied. There has been no “mass layoff” or “plant closing” (as defined by the U.S. Worker Adjustment and Retraining Notification Act) by Ardagh or any of its Affiliates (solely to the extent related to the AMP Business) within the prior six (6) months, and neither Ardagh nor any of its Affiliates have been required to notify any Governmental Authority in respect of any redundancies related to the AMP Business within the prior six (6) months. (c) Except as would not, individually or in the aggregate, be material to the AMP Business or the AMP Entities, taken as a whole, there are no (i) complaints, charges, or claims against Ardagh or any of its Affiliates concerning any AMP Business Employee or former employee of the AMP Business pending with any Governmental Authority or, to the Knowledge of Ardagh as of the date hereof, threatened (in writing) to be filed with any Governmental Authority based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment or failure to employ by Ardagh or any of its Affiliates of any such individual, (ii) judgments, consent decrees or arbitration awards that impose continuing remedial obligations or otherwise limit or affect the ability of Ardagh or any of its Affiliates (solely to the extent related to the AMP Business) or any AMP Entity to manage the AMP Business Employees or the other service providers or job applicants of the AMP Business, or (iii) claims, actions, complaints, or other grievances currently pending or, to the Knowledge of Ardagh as of the date hereof, threatened (in writing), settled or otherwise resolved in the past three (3) years relating to sexual harassment, discrimination, or retaliation involving or relating to one or more current or former employees employees, independent contractors, consultants, or any other service providers of the Malvern Entities regarding their employment or affiliation with any Malvern EntityAMP Business. (c) Each Malvern Entity is and at all times for the last five years, has been in compliance, in all material respects, with all Laws governing labor, employment and the withholding of employment-related Taxes, including but not limited to, all contractual commitments and all Laws relating to wages, hours, overtime, affirmative action, employee benefits, worker classification, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation, reporting, collection and payment of Social Security taxes and similar taxes, and immigration. For the last five years, each individual who has been classified by the Malvern Entities as a non- employee has been properly classified under all applicable Laws, and no such individual shall have a claim against any Malvern Entity for eligibility to participate in, or benefit under, any Malvern Benefit Plan if such individual is later reclassified as an employee of the Malvern Entities. (d) Each Malvern Entity has, or will have no later than the Closing Date, paid all accrued salaries, wages, bonuses, commissions, overtime, and other amounts due to be paid through the Closing Date. Except as set forth on Section 4.19(d) of Malvern’s Disclosure Memorandum, the employment of each employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum and the engagement of each current independent contractor or similar consultant of the Malvern Entities are terminable at will by the relevant Malvern Entity without any penalty, liability or severance obligation incurred by the Malvern Entity.

Labor and Employment. (a) Section 4.19(a)(i3.15(a) of Malvern’s the Company Disclosure Memorandum sets forth Schedule contains a true and complete list of all current employees of the Malvern Entities Company, along with, for each such current employee, the position, date of hire, annual rate of compensation (or with respect to current employees compensated on an hourly or per diem basis, the hourly or per diem rate of compensation), estimated or target annual incentive compensation of each such person and employment status of each such person (including whether the person is on leave of absence and the dates of such leave), part-time or full-time status, status as exempt or non-exempt from overtime if applicable, location of work, a “yes/no” notation as to whether or not each person has signed a confidentiality and/or noncompetition agreement (and a further notation if any of the agreements deviate in any material respect from the forms provided), all bonuses earned by such employee through the Closing Date that are expected to be accrued but unpaid as of the date hereofClosing Date and the amounts of accrued vacation or paid time off, including for each such employee: name, job title, hire date, whether full-time or part-accrued sick time, Fair Labor Standards Act designationand the amount of such liabilities as of June 30, work location2020. Except as disclosed in Section 3.15(a) of the Company Disclosure Schedule, each current annual salary, current annual bonus opportunity, fringe benefits employee of the Company or any Subsidiary employed in the United States is retained at-will. Section 3.15(a) of the Company Disclosure Schedule also separately identifies any (other than employee benefits applicable to all employeesA) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination), annual bonus payouts for the past three years, and immigration status. To Malvern’s Knowledge, no employee, (B) independent contractor or consultant consulting Contract that, in the case of this clause (B), involves payments in excess of $100,000 within any Malvern Entity is a party totwelve (12) month period, or is otherwise bound by(C) Contract, any agreement plan, policy, or arrangementprogram providing for severance, including any confidentiality retention, change in control payments, or non- transaction-related bonuses. Each Company Employee has entered into the Company’s or such Subsidiary’s standard form of confidentiality, non-competition (where permitted by applicable Law) and assignment of inventions agreement, that a copy of which has previously been delivered to the Buyer. All of the agreements referenced in the preceding sentence will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing. To the Knowledge of the Company, no key employee of the Company or any way adversely affects Subsidiary or restricts group of current employees of the performance of such person’s duties for the Malvern Entities. No current employee, independent contractor Company or consultant of any Malvern Entity Subsidiary has provided written notice to a Malvern Entity of his or her intent any plans to terminate employment with the Company or services with any Malvern Entity. Except as set forth on Section 4.19(a)(ii) of Malvern’s Disclosure Memorandum, no Malvern Entity has any “leased employees” within the meaning of Section 414(n) of the Internal Revenue Code. No employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum has a principal place of employment outside the United States or is subject to the labor and employment laws of any country other than the United StatesSubsidiary. (b) No Malvern Neither the Company nor any Subsidiary has breached or violated in any material respect any (i) applicable Law respecting employment and employment practices, terms and conditions of employment and wages and hours, including any such Law respecting employment discrimination, employee classification (for overtime purposes or as employee versus independent contractor), equal pay or pay equity, workers’ compensation, family and medical or other employee leave, the Immigration Reform and Control Act, labor relations, disability rights or benefits, privacy, unlawful harassment, retaliation, whistleblowing, wrongful discharge or violation of the personal rights of Company Employees or prospective employees, equal opportunity/affirmative action, plant closure or mass layoff issues, unemployment insurance, and occupational safety and health requirements, (ii) order, ruling, decree, judgment or arbitration award of any arbitrator or any court or other Governmental Entity has, at any time, been a party to or had any obligations under a collective bargaining, works council or similar agreement with respect to services provided to such Malvern Entityemployees, or (iii) employment or other individual service providing agreement. No Malvern Entity has at any time had, nor to Malvern’s Knowledge is there now threatened, any walkout, strike, union activity, picketing, work stoppage, work slowdown, or any effort or attempt to organize, certify or represent the labor force of any Malvern Entity. Except as set forth on Section 4.19(b) of Malvern’s Disclosure Memorandum, there are no material controversies, claims, auditscontroversies, investigations, actions audits or similar proceedings other Legal Proceedings are pending or, to the Knowledge of Malvernthe Company, threatened threatened, with respect to such Laws or agreements, either by private Persons or by Governmental Entities. Neither the Company nor any current or former employees Subsidiary is a party to a conciliation agreement, consent decree or other service providers of the Malvern Entities regarding their employment Contract or affiliation order with any Malvern EntityGovernmental Entity with respect to employment practices. (c) Each Malvern Entity Neither the Company nor any Subsidiary has ever been party to or bound by any collective bargaining agreement, trade union agreement, industry or national labor agreement, works council, employee representative agreement, or information or consultation agreement. No consent of, consultation with, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is and at all times required for the last five yearsCompany or any Subsidiaries to enter into this Agreement or to consummate any of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has ever experienced any actual or, has been in complianceto the Company’s Knowledge, in all material respectsthreatened strikes, with all Laws governing laborgrievances, employment and the withholding claims of employment-related Taxesunfair labor practices, including but not limited toother collective bargaining disputes, all contractual commitments and all Laws relating to wages, hours, overtime, affirmative action, employee benefits, worker classification, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation, reporting, collection and payment of Social Security taxes and similar taxes, and immigration. For the last five years, each individual who has been classified by the Malvern Entities as a non- employee has been properly classified under all applicable Laws, and no such individual shall have a claim against any Malvern Entity for eligibility to participate inorganizational efforts, or benefit underfilings of petition for certification nor is the Company or any Subsidiary, any Malvern Benefit Plan if such individual is later reclassified as an employee to the Company’s Knowledge, the subject of the Malvern Entitiesthreatened organizational efforts. (d) Section 3.15(d)of the Company Disclosure Schedule contains a list of all consultants and independent contractors currently engaged by either the Company or any Subsidiary, along with the position, date of retention and rate of remuneration for each such Person. Except as disclosed in Section 3.15(d) of the Company Disclosure Schedule, each such consultant or independent contractor is a party to a written agreement or Contract with the Company or is engaged through written agreements between the Company and staffing agencies that treat such consultant or independent contractor as employees of the agency. Each Malvern Entity hassuch consultant and independent contractor has entered into the Company’s or such Subsidiary’s standard form of confidentiality, non-competition (where permitted by applicable law) and assignment of inventions agreement with the Company or such Subsidiary, a copy of which has previously been made available to the Buyer. No independent contractor has provided services to the Company or any Subsidiary for a period of six (6) consecutive months or longer. Neither the Company nor any Subsidiary has or has had any temporary or leased employees. (e) The Company has made available to the Buyer a true, correct and complete list of all current employees of the Company and the Subsidiaries working in the United States who are not citizens or permanent residents of the United States, that indicates visa, work authorization, and green card status and the date their work authorization is scheduled to expire. All other current employees of the Company and the Subsidiaries employed in the United States are citizens or permanent residents. Section 3.15(e) of the Company Disclosure Schedule sets forth a true, correct and complete list and description of all expatriate Contracts that the Company or any Subsidiary has in effect with any employee of the Company or any Subsidiary, each of which has been made available to the Buyer. Each current employee of the Company or any Subsidiary working in a country other than one of which such employee of the Company or any Subsidiary is a national has a valid work permit, certificate of sponsorship, visa, or will other right under applicable Law that permits him or her to be lawfully working for the Company or the applicable Subsidiary in the country in which he or she is so providing services. (f) The Company or applicable Subsidiary has withheld and paid to the appropriate Governmental Entity or is holding for payment not yet due to such Governmental Entity all amounts required to be withheld from Company Employees and is not liable for any arrears of wages, penalties or other sums for failure to comply with any of the foregoing. (g) No charges or complaints are open and pending (or since December 31, 2016 have been settled or otherwise closed) against the Company or any Subsidiary with the Equal Employment Opportunity Commission, the Office of Federal Contract Compliance Programs, or other Governmental Entity regulating the employment or compensation of individuals (or, with respect to discrimination, retaliation, or similar wrongdoing, pursuant to internal complaint procedures), and no later than employee of the Company or any Subsidiary has made, since December 31, 2016, a written complaint of discrimination, harassment, retaliation, or other similar wrongdoing or, to the Knowledge of the Company, since December 31, 2016, any material oral complaint. Since December 31, 2016, neither the Company nor any Subsidiary has received any requests for, or conducted, an internal investigation of any officer or supervisor of the Company or Subsidiary with respect to any claims with respect to discrimination, harassment, retaliation or other similar wrongdoing. (h) The Company has made available to the Buyer complete and accurate copies of (i) all of the Company’s and each Subsidiary’s written employee handbooks, employment manuals, employment policies, or affirmative action plans, and (ii) written summaries of all unwritten employment policies, including the policy of the Company and each Subsidiary with respect to the ability of employees to take time off. (i) Neither the Company nor any Subsidiary has caused (i) a plant closing as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”) affecting any site of employment or one or more operating units within any site of employment of the Company or any Subsidiary or (ii) a mass layoff as defined in the WARN Act, nor has the Company or any Subsidiary been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar foreign, state or local Law. No Company Employee at a U.S. facility with sufficient numbers of employees to be covered by the WARN Act has suffered an employment loss, as defined in the WARN Act, within the ninety (90) calendar day period ending on the Closing Date. (j) Neither the Company nor any Subsidiary has or has had any Liability since December 31, paid all accrued salaries2016 with respect to any misclassification of any person as an independent contractor rather than as an employee or any independent contractor as an employee, with respect to any employee leased from another employer, or with respect to any person currently or formerly classified as exempt from overtime and minimum wages. (k) To the Company’s Knowledge, bonusesno current Company Employee is in violation of any term of any patent disclosure agreement, commissionsnon-competition agreement, overtime, and other amounts due or any restrictive covenant to a former employer relating to the right of any such employee to be paid through employed by the Closing Date. Except Company or its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or its Subsidiaries or to the use of trade secrets or proprietary information of others, nor, to the Company’s Knowledge, will any current Company Employee be in violation under any such agreement or covenant upon employment by or performance of services for the group of companies including the Buyer. (l) There is no term of employment for any current Company Employee working outside the United States that provides that the transactions contemplated by this Agreement shall entitle such individual to treat such transactions as set forth on Section 4.19(d) a breach of Malvern’s Disclosure Memorandum, any Contract or as good reason under any such Contract for such individual to end the employment relationship. Since January 1, 2016, neither the Company nor any of each employee listed its Subsidiaries has breached or violated any applicable Law concerning employer contributions to any trade union, housing, unemployment, retirement, bonus and welfare funds and all other funds to which an employer is required by non-U.S. Law to contribute that, individually or in the aggregate, has resulted in or would reasonably be expected to result in any material Liability or the loss of any material right or material benefit with respect to the Company or any Subsidiary. No Company Employee has any right (whether actual or required contingent) to pension or other benefits or terms of employment arising as a result of a transfer of their employment to the Company or any Subsidiary under either the UK Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended), or the UK Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended) or any equivalent legislation in any other jurisdiction. (m) For the avoidance of doubt, any representations that could be read to be listed) on made under both Section 4.19(a)(i) of Malvern’s Disclosure Memorandum 3.9 and Section 3.15 with respect to Tax matters shall be read only to apply under Section 3.9 to the engagement of each current independent contractor or similar consultant of the Malvern Entities are terminable at will by the relevant Malvern Entity without any penalty, liability or severance obligation incurred by the Malvern Entityextent related to Taxes.

Labor and Employment. (a) Section 4.19(a)(i) of Malvern’s Disclosure Memorandum sets forth a true and complete list of all employees With respect to each Business Employee, none of the Malvern Entities as of the date hereof, including for each such employee: name, job title, hire date, whether full-time or part-time, Fair Labor Standards Act designation, work location, current annual salary, current annual bonus opportunity, fringe benefits (other than employee benefits applicable to all employees), annual bonus payouts for the past three years, and immigration status. To Malvern’s Knowledge, no employee, independent contractor or consultant of any Malvern Entity Subject Companies is a party to, or nor is otherwise bound by, the terms of any collective bargaining agreement or arrangementany other contract or bargaining relationship with any labor organization or representative of employees. To the Seller’s Knowledge, including there are no union organization or decertification activities underway or threatened involving employees of any confidentiality or non- competition agreementSubject Company and no such activities have occurred within the past three (3) years. To the Seller’s Knowledge, that in any way adversely affects or restricts the performance of such person’s duties there are presently, and for the Malvern Entities. No current employee, independent contractor or consultant of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or services with any Malvern Entity. Except as set forth on Section 4.19(a)(iipast two (2) of Malvern’s Disclosure Memorandumyears there have been, no Malvern Entity has strikes, lockouts, organized work slowdowns, material unfair labor practice charges, or other material labor disputes at any “leased employees” within the meaning of Section 414(n) of the Internal Revenue Code. No employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum has a principal place of employment outside the United States or is subject to the labor and employment laws of any country other than the United StatesSubject Companies. (b) No Malvern Entity hasThe Subject Companies are, at any timeand for the past twenty-four (24) months have remained, been a party in compliance with all Laws relating to or had any obligations under a collective bargaining, works council or similar agreement labor relations and employment with respect to services provided the Business Employees, except where such non-compliance would not reasonably be expected to such Malvern Entity. No Malvern Entity has at any time had, nor to Malvern’s Knowledge result in a Subject Company liability that is there now threatened, any walkout, strike, union activity, picketing, work stoppage, work slowdown, or any effort or attempt to organize, certify or represent the labor force of any Malvern Entity. Except as set forth on Section 4.19(b) of Malvern’s Disclosure Memorandum, there are no material controversies, claims, audits, investigations, actions or similar proceedings pending or, to the Knowledge of MalvernSubject Companies, threatened with respect to any current or former employees or other service providers of the Malvern Entities regarding their employment or affiliation with any Malvern Entitytaken as a whole. (c) Each Malvern Entity To the Seller’s Knowledge, no Business Employee is and at all times for the last five yearsin material violation of any term or provision of any employment contract, has been in compliance, in all material respects, with all Laws governing labor, employment and the withholding of employment-related Taxes, including but not limited to, all contractual commitments and all Laws confidentiality or other proprietary information disclosure agreement or other contract relating to wages, hours, overtime, affirmative action, employee benefits, worker classification, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation, reporting, collection and payment the right of Social Security taxes and similar taxes, and immigration. For the last five years, each individual who has been classified any such Person to be employed or engaged by the Malvern Entities as a non- employee has been properly classified under all applicable Laws, and no such individual shall have a claim against any Malvern Entity for eligibility to participate in, or benefit under, any Malvern Benefit Plan if such individual is later reclassified as an employee of the Malvern EntitiesSubject Company. (d) Each Malvern Entity hasTo the Seller’s Knowledge, none of the employment policies or practices applicable to the Business Employees are currently being audited or investigated by any Governmental Authority which would reasonably be expected to result in a Subject Company liability that is material to the Subject Companies, taken as a whole. To the Seller’s Knowledge there are no current charges, claims, or demands filed with any Governmental Authority from any current or former Business Employees regarding their employment or former employment at any of the Subject Companies which would reasonably be expected to result in a Subject Company liability that is material to the Subject Companies, taken as a whole. (e) Neither the execution and delivery of this Agreement or the documents contemplated hereby by the Seller, the performance by the Seller of its obligations hereunder and thereunder, nor the consummation of the transactions contemplated hereby and thereby will have no later than (i) materially increase or enhance any benefits payable to a Business Employee under any Assumed Benefit Plan or (ii) materially accelerate the time of payment or vesting, or increase the amount, of any compensation due to any Business Employee under a Assumed Benefit Plan. (f) With respect to this transaction, any notice required of the Seller or its Affiliates under any labor law or collective bargaining agreement has been or prior to Closing Date, paid all accrued salaries, wages, bonuses, commissions, overtimewill be given, and other amounts due all bargaining obligations with any employee representative have been or prior to Closing will be paid through satisfied; provided, however, that the foregoing obligations apply only to employment actions taken by the Seller or its Affiliates prior to Closing Dateand do not apply to employment actions taken by the Purchaser or its Affiliates. Except Within the past twenty-four (24) months, no Subject Company has implemented any plant closing or layoff of employees that required notice under the Worker Adjustment and Retraining Notification Act of 1988, as set forth on Section 4.19(d) of Malvern’s Disclosure Memorandumamended, or any similar foreign, state or local law, regulation or ordinance (collectively, the employment of each employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum and the engagement of each current independent contractor or similar consultant of the Malvern Entities are terminable at will by the relevant Malvern Entity “WARN Act”), without any penalty, liability or severance obligation incurred by the Malvern Entityhaving provided such notice.

Labor and Employment. (a) Section 4.19(a)(i3.22(a)(i) of Malvernthe Seller Disclosure Schedule lists each Business Employee and such Business Employee’s (i) employment status (i.e., full time, part time, temporary, casual, seasonal, etc.), (ii) employment authorization or work visa status, to the extent required for employment authorization and/or verification purposes in the applicable jurisdiction and permitted by applicable laws, (iii) date of hire and service dates, (iv) current wages, salaries or hourly rate of pay, benefits (both statutory and nonstatutory), vacation entitlement, commissions and bonus opportunity (whether monetary or otherwise), (v) other material compensation paid or payable since the beginning of the most recently completed fiscal year, (vi) for any benefit that takes into account length of service to respective Seller, the date upon which each such term of employment with respective Seller became effective and (vii) location of current employment. Sellers have made available to Purchaser copies of all written agreements between each of Sellers and any employee of any Seller. The employment of all employees of Sellers is terminable at will. Except as otherwise indicated in Section 3.22(a)(ii) of the Seller Disclosure Memorandum Schedule, no Business Employee has indicated in writing (including electronic mail) to any Seller that he or she will cancel or otherwise terminate their relationship with any of Seller and none of the Business Employees set forth on Section 3.22(a)(iii) of the Seller Disclosure Schedule has otherwise indicated to any Seller that he or she will cancel or otherwise terminate their relationship with any Seller. (b) No Seller is party or subject to a labor union or collective bargaining agreement in connection with the Business, and no such labor union or collective bargaining agreement is being negotiated. Seller has no obligation to negotiate any such labor union or collective bargaining agreement. To Sellers’ knowledge, there is no activity involving any Business Employees seeking to certify a collective bargaining unit or engaging in any other labor organizational activity. (c) No labor dispute, request for representation, picket, work slow-down, strike, work stoppage or any action or arbitration has occurred or is occurring or, to Sellers’ knowledge, has been threatened that involve any Business Employees within three years prior to the date hereof. No event has occurred or circumstance exists that may provide the basis of any work stoppage or other labor dispute in connection with the Business. (d) No Seller is the subject of any claim which is pending or, to Sellers’ knowledge, threatened, asserting that Seller has, in connection with the Business, committed an unfair labor practice (within the meaning of the National Labor Relations Act or applicable state or foreign statutes) or seeking to compel Sellers to bargain with any labor organization as to wages with conditions of employment. (e) Sellers have complied with each, and is not in violation of any, law relating to anti-discrimination and equal employment opportunities in connection with the Business. There are, and have been, no violations of any other law respecting the hiring, hours, wages, occupational safety and health, employment, promotion, termination or benefits of any Business Employee or other Person in connection with the Business. Sellers have filed all reports, information and notices required under any law respecting the hiring, hours, wages, occupational safety and health, employment, promotion, termination or benefits of any Business Employee or other Person in connection with the Business, and will timely file prior to Closing all such reports, information and notices required by any law to be given prior to Closing. (f) Sellers have paid or properly accrued all wages and compensation due to Business Employees, including all vacations or vacation pay, holidays or holiday pay, sick days or sick pay, and bonuses. Section 3.22(f) of the Seller Disclosure Schedule sets forth aggregate hours of accrued vacation and the aggregate dollar value of all such accrued vacation with respect to each Business Employee. (g) No Seller is a party to any Contract which restricts any Seller from relocating, closing or terminating any of its operations or facilities or any portion thereof. No Seller has since January 1, 2008 effectuated a “plant closing” (as defined in the WARN Act) or a “mass lay-off” (as defined in the WARN Act), in either case affecting any site of employment or facility of Seller engaged in the Business, except in accordance with the WARN Act. The consummation of the transactions contemplated by this Agreement will not create liability for any act by any Seller on or prior to the Closing under the WARN Act or any other law respecting reductions in force or the impact on employees of plant closings or sales of businesses. (h) Sellers have complied and are in compliance with the requirements of the Immigration Reform and Control Act of 1986. The Seller Disclosure Schedule sets forth a true and complete list of all employees of the Malvern Entities as of the date hereof, including for each such employee: name, job title, hire date, whether full-time or part-time, Fair Labor Standards Act designation, work location, current annual salary, current annual bonus opportunity, fringe benefits (other than employee benefits applicable to all employees), annual bonus payouts for the past three years, and immigration status. To Malvern’s Knowledge, no employee, independent contractor or consultant of any Malvern Entity is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non- competition agreement, that Business Employees working in any way adversely affects or restricts the performance of such person’s duties for the Malvern Entities. No current employee, independent contractor or consultant of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or services with any Malvern Entity. Except as set forth on Section 4.19(a)(ii) of Malvern’s Disclosure Memorandum, no Malvern Entity has any “leased employees” within the meaning of Section 414(n) of the Internal Revenue Code. No employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum has a principal place of employment outside the United States or who are not U.S. citizens and a description of the legal status under which each such Business Employee is subject permitted to the labor and employment laws of any country other than work in the United States. (b) No Malvern Entity has, at any time, been a party . All Business Employees who are performing services for Sellers in the United States are legally able to or had any obligations under a collective bargaining, works council or similar agreement with respect work in the United States and will be able to services provided continue to such Malvern Entity. No Malvern Entity has at any time had, nor to Malvern’s Knowledge is there now threatened, any walkout, strike, union activity, picketing, work stoppage, work slowdown, or any effort or attempt to organize, certify or represent in the labor force of any Malvern Entity. Except as set forth on Section 4.19(b) of Malvern’s Disclosure Memorandum, there are no material controversies, claims, audits, investigations, actions or similar proceedings pending or, to Business in the Knowledge of Malvern, threatened with respect to any current or former employees or other service providers United States following the consummation of the Malvern Entities regarding their employment or affiliation with any Malvern Entitytransactions contemplated by this Agreement. (c) Each Malvern Entity is and at all times for the last five years, has been in compliance, in all material respects, with all Laws governing labor, employment and the withholding of employment-related Taxes, including but not limited to, all contractual commitments and all Laws relating to wages, hours, overtime, affirmative action, employee benefits, worker classification, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation, reporting, collection and payment of Social Security taxes and similar taxes, and immigration. For the last five years, each individual who has been classified by the Malvern Entities as a non- employee has been properly classified under all applicable Laws, and no such individual shall have a claim against any Malvern Entity for eligibility to participate in, or benefit under, any Malvern Benefit Plan if such individual is later reclassified as an employee of the Malvern Entities. (d) Each Malvern Entity has, or will have no later than the Closing Date, paid all accrued salaries, wages, bonuses, commissions, overtime, and other amounts due to be paid through the Closing Date. Except as set forth on Section 4.19(d) of Malvern’s Disclosure Memorandum, the employment of each employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum and the engagement of each current independent contractor or similar consultant of the Malvern Entities are terminable at will by the relevant Malvern Entity without any penalty, liability or severance obligation incurred by the Malvern Entity.

Labor and Employment. (a) Section 4.19(a)(i) of Malvern’s Disclosure Memorandum sets forth a true and complete list of all employees of the Malvern Entities as of the date hereof, including for each such employee: name, job title, hire date, whether full-time or part-time, Fair Labor Standards Act designation, work location, current annual salary, current annual bonus opportunity, fringe benefits (other than employee benefits applicable to all employees), annual bonus payouts for the past three years, and immigration status. To Malvern’s Knowledge, no employee, independent contractor or consultant of any Malvern Entity is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non- competition agreement, that in any way adversely affects or restricts the performance of such person’s duties for the Malvern Entities. No current employee, independent contractor or consultant of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or services with any Malvern Entity. Except as set forth on Section 4.19(a)(iicould not reasonably be expected to result (whether individually or in the aggregate) in a Purchaser Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending by or before any applicable Governmental Authority relating to Purchaser or any of Malvern’s Disclosure Memorandum, its Subsidiaries or any employee or other service provider thereof; (ii) there is no Malvern Entity has any “leased employees” within the meaning of Section 414(n) of the Internal Revenue Code. No employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum has a principal place of employment outside the United States or is subject to the labor and employment laws of any country other than the United States. (b) No Malvern Entity has, at any time, been a party to or had any obligations under a collective bargaining, works council or similar agreement with respect to services provided to such Malvern Entity. No Malvern Entity has at any time had, nor to Malvern’s Knowledge is there now threatened, any walkout, strike, union activity, picketing, slowdown or work stoppage, work slowdown, stoppage or any effort or attempt to organize, certify or represent the labor force of any Malvern Entity. Except as set forth on Section 4.19(b) of Malvern’s Disclosure Memorandum, there are no material controversies, claims, audits, investigations, actions or similar proceedings lockout pending or, to the Knowledge of MalvernPurchaser, threatened against or affecting Purchaser or any of its Subsidiaries; (iii) none of Purchaser nor any of its Subsidiaries has experienced any strike, slowdown or work stoppage, lockout or other collective labor action by or with respect to its employees; (iv) there is no representation claim or petition pending by or before any current applicable Governmental Authority; and (v) there are no charges with respect to or former employees relating to Purchaser or other service providers any of its Subsidiaries pending by or before any applicable Governmental Authority responsible for the Malvern Entities regarding their prevention of unlawful employment or affiliation with any Malvern Entitypractices. (cb) Each Malvern Entity Except as could not reasonably be expected to result (whether individually or in the aggregate) in a Purchaser Material Adverse Effect, each of Purchaser and its Subsidiaries is and at all times for the last five years, has been in compliance, in all material respects, compliance with all applicable Laws governing relating to employment of labor, employment and the withholding of employment-related Taxes, including but not limited to, all contractual commitments and all applicable Laws relating to wages, hours, overtime, affirmative action, employee benefits, worker classification, collective bargaining, employment discrimination, immigration, civil rights, safety and health, workers’ compensation, reportingpay equity, classification of employees and independent contractors, and the collection and payment of Social Security taxes and similar taxeswithholding and/or social security Taxes. (c) To the Knowledge of Purchaser, and immigration. For the last five years, each individual who has been classified by the Malvern Entities as a non- no key employee has been properly classified under all applicable Laws, and no such individual shall have a claim against any Malvern Entity for eligibility to participate in, or benefit under, any Malvern Benefit Plan if such individual is later reclassified as an former key employee of the Malvern EntitiesPurchaser or any of its Subsidiaries is in any material respect in violation of any term of any nondisclosure agreement, statutory nondisclosure obligation, non-competition agreement or other restrictive covenants to Purchaser or any of its Subsidiaries, as applicable. (d) Each Malvern Entity hasExcept as could not reasonably be expected to result (whether individually or in the aggregate) in a Purchaser Material Adverse Effect, none of Purchaser nor any of its Subsidiaries is delinquent in payment to any of its current or will have no later than the Closing Dateformer directors, paid all accrued officers, employees, consultants or other service providers for any wages, fees, salaries, wagescommissions, bonuses, commissions, overtime, and or other direct compensation for service performed by them or amounts due to be paid through the Closing Date. Except as set forth on Section 4.19(d) of Malvern’s Disclosure Memorandum, the employment of each employee listed (or required to be listedreimbursed to such directors, officers, employees, consultants and other service providers or in payments owned upon any termination of such Person’s employment or service. (e) on Section 4.19(a)(i) The execution of Malvern’s Disclosure Memorandum this Agreement and the engagement of each current independent contractor or similar consultant Statutory Merger Agreement and the consummation of the Malvern Entities transactions contemplated by this Agreement and the Statutory Merger Agreement will not result in any breach or other violation of any collective bargaining agreement or labor-related agreement or arrangement that pertains to any of the employees of Purchaser or any of its Subsidiaries that could reasonably be expected to result (whether individually or in the aggregate) in a Purchaser Material Adverse Effect. The representations and warranties set forth in this Section 4.16(e) are terminable at will by made as of the relevant Malvern Entity without any penalty, liability or severance obligation incurred by Execution Date and references in this Section 4.16(e) to “this Agreement” refer to the Malvern Entityamendment and restatement of the Original Merger Agreement implemented hereby.

Labor and Employment. (a) Section 4.19(a)(i) of Malvern’s Disclosure Memorandum sets forth a true and complete list of all employees With respect to each Business Employee, none of the Malvern Entities as of the date hereof, including for each such employee: name, job title, hire date, whether full-time or part-time, Fair Labor Standards Act designation, work location, current annual salary, current annual bonus opportunity, fringe benefits (other than employee benefits applicable to all employees), annual bonus payouts for the past three years, and immigration status. To Malvern’s Knowledge, no employee, independent contractor or consultant of any Malvern Entity Subject Companies is a party to, or nor is otherwise bound by, the terms of any collective bargaining agreement or arrangementany other contract or bargaining relationship with any labor organization or representative of employees. To the Seller’s Knowledge, including there are no union organization or decertification activities underway or threatened involving employees of any confidentiality or non- competition agreementSubject Company and no such activities have occurred within the past three (3) years. To the Seller’s Knowledge, that in any way adversely affects or restricts the performance of such person’s duties there are presently, and for the Malvern Entities. No current employee, independent contractor or consultant of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or services with any Malvern Entity. Except as set forth on Section 4.19(a)(iipast two (2) of Malvern’s Disclosure Memorandumyears there have been, no Malvern Entity has strikes, lockouts, organized work slowdowns, material unfair labor practice charges, or other material labor disputes at any “leased employees” within the meaning of Section 414(n) of the Internal Revenue Code. No employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum has a principal place of employment outside the United States or is subject to the labor and employment laws of any country other than the United StatesSubject Companies. (b) No Malvern Entity hasThe Subject Companies are, at any timeand for the past twenty-four (24) months have remained, been a party in compliance with all Laws relating to or had any obligations under a collective bargaining, works council or similar agreement labor relations and employment with respect to services provided the Business Employees, except where such non-compliance would not reasonably be expected to such Malvern Entity. No Malvern Entity has at any time had, nor to Malvern’s Knowledge result in a Subject Company liability that is there now threatened, any walkout, strike, union activity, picketing, work stoppage, work slowdown, or any effort or attempt to organize, certify or represent the labor force of any Malvern Entity. Except as set forth on Section 4.19(b) of Malvern’s Disclosure Memorandum, there are no material controversies, claims, audits, investigations, actions or similar proceedings pending or, to the Knowledge of MalvernSubject Companies, threatened with respect to any current or former employees or other service providers of the Malvern Entities regarding their employment or affiliation with any Malvern Entitytaken as a whole. (c) Each Malvern Entity To the Seller’s Knowledge, no Business Employee is and at all times for the last five yearsin material violation of any term or provision of any employment contract, has been in compliance, in all material respects, with all Laws governing labor, employment and the withholding of employment-related Taxes, including but not limited to, all contractual commitments and all Laws confidentiality or other proprietary information disclosure agreement or other contract relating to wages, hours, overtime, affirmative action, employee benefits, worker classification, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation, reporting, collection and payment the right of Social Security taxes and similar taxes, and immigration. For the last five years, each individual who has been classified any such Person to be employed or engaged by the Malvern Entities as a non- employee has been properly classified under all applicable Laws, and no such individual shall have a claim against any Malvern Entity for eligibility to participate in, or benefit under, any Malvern Benefit Plan if such individual is later reclassified as an employee of the Malvern EntitiesSubject Company. (d) Each Malvern Entity hasTo the Seller’s Knowledge, none of the employment policies or practices applicable to the Business Employees are currently being audited or investigated by any Governmental Authority which would reasonably be expected to result in a Subject Company liability that is material to the Subject Companies, taken as a whole. To the Seller’s Knowledge there are no current charges, claims, or demands filed with any Governmental Authority from any current or former Business Employees regarding their employment or former employment at any of the Subject Companies which would reasonably be expected to result in a Subject Company liability that is material to the Subject Companies, taken as a whole. (e) Neither the execution and delivery of this Agreement or the documents contemplated hereby by the Seller, the performance by the Seller of its obligations hereunder and thereunder, nor the consummation of the transactions contemplated hereby and thereby will have no later than (i) materially increase or enhance any benefits payable to a Business Employee under any Assumed Benefit Plan or (ii) materially accelerate the time of payment or vesting, or increase the amount, of any compensation due to any Business Employee under a Assumed Benefit Plan. (f) With respect to this transaction, any notice required of the Seller or its Affiliates under any labor law or collective bargaining agreement has been or prior to Closing Date, paid all accrued salaries, wages, bonuses, commissions, overtimewill be given, and other amounts due all bargaining obligations with any employee representative have been or prior to Closing will be paid through satisfied; provided, however, that the foregoing obligations apply only to employment actions taken by the Seller or its Affiliates prior to Closing Dateand do not apply to employment actions taken by the Purchaser or its Affiliates. Except Within the past twenty-four (24) months, no Subject Company has implemented any plant closing or layoff of employees that required notice under the Worker Adjustment and Retraining Notification Act of 1988, as set forth on Section 4.19(d) of Malvern’s Disclosure Memorandumamended, or any similar foreign, state or local law, regulation or ordinance (collectively, the employment of each employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum and the engagement of each current independent contractor or similar consultant of the Malvern Entities are terminable at will by the relevant Malvern Entity “WARN Act ”), without any penalty, liability or severance obligation incurred by the Malvern Entityhaving provided such notice.

Labor and Employment. (a) Section 4.19(a)(i4.18(a) of Malvern’s the BridgeBio Disclosure Memorandum Letter sets forth a true each In-Scope Program Employee, and complete list of all employees of the Malvern Entities as of the date hereof, including for each such employeeeach: name, (i) name or employee identification number; (ii) job title; (iii) primary work location; (iv) hourly wage or base salary (as applicable); (v) incentive compensation; (vi) exempt or non-exempt status; (vii) active or inactive status (and as applicable, hire type of leave and anticipated return date, whether ); (viii) full-time or part-timetime status; (ix) visa status (as applicable); (x) date of hire; and (xi) employing entity. Other than the In-Scope Program Employees, Fair Labor Standards Act designation, work location, current annual salary, current annual bonus opportunity, fringe benefits (other than employee benefits applicable to all employees), annual bonus payouts for the past three years, and immigration status. To Malvern’s Knowledge, there are no employee, independent contractor employees of BridgeBio or consultant of any Malvern Entity is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non- competition agreement, that in any way adversely affects or restricts the performance of such person’s duties for the Malvern Entities. No current employee, independent contractor or consultant of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or its Subsidiaries who exclusively provide services with any Malvern Entity. Except as set forth on Section 4.19(a)(ii) of Malvern’s Disclosure Memorandum, no Malvern Entity has any “leased employees” within the meaning of Section 414(n) of the Internal Revenue Code. No employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum has a principal place of employment outside the United States or is subject to the labor and employment laws of any country other than the United StatesIn-Scope Program. (b) No Malvern Entity hasNeither BridgeBio, at any timeits Subsidiaries, been a nor the Company (in each case, with respect to the In-Scope Programs, Acquired Subsidiaries, and Acquired Assets) is party to or had bound by any obligations under collective bargaining agreement or other Contract with a collective bargaininglabor union, works council labor organization, or similar agreement other employee representative covering any In-Scope Program Employee, and no In-Scope Program Employee is represented by any labor union, labor organization, employee representative or group of employees with respect to services provided to such Malvern Entitytheir employment. No Malvern Entity has at any time had, nor to Malvern’s Knowledge is there now threatened, any walkout, strike, union activity, picketing, work stoppage, work slowdown, or any effort or attempt to organize, certify or represent the labor force of any Malvern Entity. Except as set forth on Section 4.19(b) of Malvern’s Disclosure Memorandum, there are no material controversies, claims, audits, investigations, actions or similar proceedings pending or, to To the Knowledge of MalvernBridgeBio, threatened there have been no union organizing activities affecting In-Scope Program Employees since January 1, 2021. To the Knowledge of BridgeBio, there have been no allegations of sexual harassment or sexual misconduct against any director, officer, or executive at the level of Senior Vice President or above of BridgeBio, its Subsidiaries, or the Company (in each case, in their capacity as such, and with respect to any current the In-Scope Programs, Acquired Subsidiaries, and Acquired Assets), since January 1, 2021, that, if known to the public, would bring the In-Scope Programs, Acquired Subsidiaries, or former employees Acquired Assets into material disrepute. To the Knowledge of BridgeBio, no In-Scope Program Employee with an annual base salary at or other service providers above $250,000 intends to terminate his or her employment prior to the one (1) year anniversary of the Malvern Entities regarding their employment or affiliation with any Malvern Entity. (c) Each Malvern Entity is and at all times for Closing. To the last five yearsKnowledge of BridgeBio, has been in complianceno In-Scope Program Employee is, in all any material respectsrespect, in violation of any material restrictive covenant obligation (i) owed to BridgeBio or its Subsidiaries or (ii) owed to any third party with all Laws governing labor, employment and the withholding of employment-related Taxes, including but not limited to, all contractual commitments and all Laws relating respect to wages, hours, overtime, affirmative action, employee benefits, worker classification, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation, reporting, collection and payment of Social Security taxes and similar taxes, and immigration. For the last five years, each individual who has been classified by the Malvern Entities as a non- employee has been properly classified under all applicable Laws, and no such individual shall have a claim against any Malvern Entity for eligibility to participate in, or benefit under, any Malvern Benefit Plan if such individual is later reclassified as an employee of the Malvern Entities. (d) Each Malvern Entity has, or will have no later than the Closing Date, paid all accrued salaries, wages, bonuses, commissions, overtime, and other amounts due person’s right to be paid through employed or engaged by BridgeBio or its Subsidiaries or the Closing Date. Except as set forth on Section 4.19(d) of Malvern’s Disclosure Memorandum, the employment of each employee listed (Company or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum and the engagement of each current independent contractor or similar consultant of the Malvern Entities are terminable at will by the relevant Malvern Entity without any penalty, liability or severance obligation incurred by the Malvern Entityits Affiliates.

Labor and Employment. (a) Section 4.19(a)(i4.08(a) of Malvern’s the Seller Disclosure Memorandum sets forth Letter contains a true and complete list of all employees of the Malvern Entities list, as of the date hereofof this Agreement, including for of each such employee: namecollective bargaining, job titleworks council or other labor union contract or arrangement that covers one or more Business Employees (each, hire date, whether full-time or part-time, Fair Labor Standards Act designation, work location, current annual salary, current annual bonus opportunity, fringe benefits a “CBA”). (other than employee benefits applicable to all employees), annual bonus payouts for the past three years, and immigration status. To Malvern’s Knowledge, no employee, independent contractor or consultant of any Malvern Entity is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non- competition agreement, that in any way adversely affects or restricts the performance of such person’s duties for the Malvern Entities. No current employee, independent contractor or consultant of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or services with any Malvern Entity. b) Except as set forth on Section 4.19(a)(ii) of Malvern’s Disclosure Memorandum, no Malvern Entity has any “leased employees” within the meaning of Section 414(n4.08(b) of the Internal Revenue Code. No employee listed (or required to be listed) on Section 4.19(a)(i) Seller Disclosure Letter, as of Malvern’s Disclosure Memorandum has a principal place the date of employment outside the United States or is subject to the labor and employment laws of any country other than the United States. (b) No Malvern Entity has, at any time, been a party to or had any obligations under a collective bargaining, works council or similar agreement with respect to services provided to such Malvern Entity. No Malvern Entity has at any time had, nor to Malvern’s Knowledge is there now threatened, any walkout, strike, union activity, picketing, work stoppage, work slowdown, or any effort or attempt to organize, certify or represent the labor force of any Malvern Entity. Except as set forth on Section 4.19(b) of Malvern’s Disclosure Memorandumthis Agreement, there are no material controversies(i) strikes, claimswork stoppages, audits, investigations, actions lockouts or similar proceedings arbitrations pending or, to the Knowledge knowledge of MalvernSeller, threatened with respect against or involving Seller or its subsidiaries by any Business Employees or (ii) unfair labor practice charges, grievances or complaints pending, or to the knowledge of Seller, threatened against Seller or any current of its subsidiaries by or former employees on behalf of any Business Employee or other service providers group of the Malvern Entities regarding their employment or affiliation with any Malvern EntityBusiness Employees. (c) Each Malvern Entity is With respect to the Business Employees, Assumed Benefit Agreements and at all times for the last five yearsAssumed Benefit Plans, has Seller and its subsidiaries are, and have been since January 1, 2014, in compliance, compliance in all material respects, respects with all applicable Laws governing and regulations, including labor, employment, fair employment and the withholding of employment-related Taxes, including but not limited to, all contractual commitments and all Laws relating to wages, hours, overtime, affirmative action, employee benefitspractices, worker classification, collective bargainingwage and hour laws, discrimination, civil rights, safety terms and healthconditions of employment, workers’ compensation, reportingoccupational safety and health requirements, collection plant closings, wages and payment hours, withholding of Social Security taxes and similar taxes, employment discrimination, disability rights or benefits, equal opportunity, labor relations, employee leave issues and immigrationunemployment insurance and related matters. For Except as disclosed in Section 4.08(c) of the last five yearsSeller Disclosure Letter, each individual and except, in the cases of clauses (ii) and (iii), for instances that, individually or in the aggregate, have not or would not reasonably be expected to result in material liability, neither the Seller nor any of its subsidiaries has received written notice of (i) any unfair labor practice charge or complaint against the Seller or any of its subsidiaries pending before the National Labor Relations Board or any other Governmental Entity on behalf of any Business Employee or group of Business Employees, (ii) any charge or complaint against the Seller or any of its subsidiaries concerning any Business Employees pending before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices or (iii) any complaint or lawsuit against the Seller or any of its subsidiaries concerning any Business Employee alleging employment discrimination or violations of occupational safety and health requirements pending before a court of competent xxxxxxxxxxxx.Xx the knowledge of Seller, all individuals who has provide services to Seller or any of its Subsidiaries with respect to the Business have at all times been accurately classified by the Malvern Entities as a non- employee has been properly classified under all applicable Laws, and no Seller or such individual shall have a claim against any Malvern Entity for eligibility subsidiaries with respect to participate in, or benefit under, any Malvern Benefit Plan if such individual is later reclassified services as an employee or a non-employee. To the knowledge of Seller, all Business Employees have at all times been appropriately classified for purposes of the Malvern EntitiesFair Labor Standard Act of 1938, as amended. (d) Each Malvern Entity has, or will have no later than the Closing Date, paid all accrued salaries, wages, bonuses, commissions, overtime, and other amounts due to be paid through the Closing Date. Except as set forth on Section 4.19(d) of Malvern’s Disclosure Memorandum, the employment of each employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum and the engagement of each current independent contractor or similar consultant of the Malvern Entities are terminable at will by the relevant Malvern Entity without any penalty, liability or severance obligation incurred by the Malvern Entity.

Labor and Employment. (a) Section 4.19(a)(i3.19(a) of Malvern’s the Disclosure Memorandum sets forth Schedules contains a true complete and complete list of all employees of the Malvern Entities correct list, as of the date hereofof this Agreement, including for of each such employee: nameworks council, job titleemployee association, hire dateemployee representative (each of the foregoing, whether full-time or part-time, Fair Labor Standards Act designation, work location, current annual salary, current annual bonus opportunity, fringe benefits (other than employee benefits applicable to all employeesan “Employee Representative”), annual bonus payouts for the past three yearscollective bargaining agreement, and immigration status. To Malvern’s Knowledge, no employee, independent contractor other labor union contract or consultant of arrangement that covers one or more Business Employees or to which any Malvern Transferred Entity is a party to, or is otherwise bound by(each, any agreement or arrangementa “Labor Contract”). Since January 1, including any confidentiality or non- competition agreement2016, that in any way adversely affects or restricts the performance of such person’s duties for the Malvern Entities. No current employee, independent contractor or consultant of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or services with any Malvern Entity. Except as set forth on Section 4.19(a)(iithere have been no (i) of Malvern’s Disclosure Memorandum, no Malvern Entity has any “leased employees” within the meaning of Section 414(n) of the Internal Revenue Code. No employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum has a principal place of employment outside the United States or is subject to the labor and employment laws of any country other than the United States. (b) No Malvern Entity has, at any time, been a party to or had any obligations under a collective bargaining, works council or similar agreement with respect to services provided to such Malvern Entity. No Malvern Entity has at any time had, nor to Malvern’s Knowledge is there now threatened, any walkout, strike, union activity, picketingstrikes, work stoppagestoppages, work slowdown, lockouts or any effort or attempt to organize, certify or represent the labor force of any Malvern Entity. Except as set forth on Section 4.19(b) of Malvern’s Disclosure Memorandum, there are no material controversies, claims, audits, investigations, actions or similar proceedings arbitrations pending or, to the Knowledge of Malvernthe Seller, threatened against or involving any member of the Seller Group by or on behalf of any Business Employees, (ii) unfair labor practice charges, material grievances or complaints pending, or to the Knowledge of the Seller, threatened against any member of the Seller Group by or on behalf of any Business Employee or (iii) to the Knowledge of the Seller, labor organizing campaigns, proceedings, or other activities seeking to authorize representation of any Business Employees by any Employee Representative. The Seller has provided the Purchaser a list setting forth each jurisdiction where there is an obligation of any member of the Seller Group to inform and/or consult with Employee Representatives in respect of any Business Employee, whether the same arises under a Labor Contract or applicable Law. (b) Except as would not reasonably be expected to result in a material Liability to the Business, the Transferred Entities, and/or the Transferred Assets, taken as a whole, the Business has since January 1, 2016 been conducted in compliance with all applicable Laws respecting labor, employment, fair employment practices, equal employment opportunities (including the prevention of discrimination, harassment and retaliation), terms and conditions of employment, labor-management relations, the termination of employment, the classification of employees as exempt of non-exempt from overtime pay requirements, the classification of non-employee contractors and consultants, wages and hours (including payment of all wages, holiday and overtime), work authorization, immigration, information and consultation obligations, requirements under any Law in respect of the automatic transfer of employees, occupational safety and health, and mass layoffs and plant closings. No action, arbitration, audit, complaint, charge, inquiry, proceeding or investigation by or on behalf of any current, former or prospective Business Employee or Employee Representative, or otherwise relating to the labor or employment practices of any Transferred Entity or any member of the Seller Group (solely with respect to any current or former employees or other service providers the Business) is pending or, to the Knowledge of the Malvern Seller, threatened which, if adversely decided, may reasonably, individually or in the aggregate, be material to the Business, the Transferred Entities regarding their employment or affiliation with any Malvern Entityand the Transferred Assets, taken as a whole. (c) Each Malvern Entity is and at all times for the last five yearsSince January 1, has been in compliance2016, in all material respects, with all Laws governing labor, employment and the withholding of employment-related Taxes, including but not limited to, all contractual commitments and all Laws relating to wages, hours, overtime, affirmative action, employee benefits, worker classification, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation, reporting, collection and payment of Social Security taxes and similar taxes, and immigration. For the last five years, each individual who has been classified by the Malvern Entities as a non- employee has been properly classified under all applicable Laws, and no such individual shall have a claim against neither any Malvern Entity for eligibility to participate in, or benefit under, any Malvern Benefit Plan if such individual is later reclassified as an employee member of the Malvern EntitiesSeller Group (solely with respect to the Business) nor any Transferred Entity has conducted any “mass layoff” or “plant closing” (each as defined under the Worker Adjustment and Retraining Notification Act of 1988 (“WARN” or the “WARN Act”) and any similar U.S. state or local Law) or implemented any early retirement, separation or window program within the past three years which triggered any local, state or federal WARN obligations. (d) Each Malvern Entity has, or will have no later than the Closing Date, paid all accrued salaries, wages, bonuses, commissions, overtime, and other amounts due to be paid through the Closing Date. Except as set forth on Section 4.19(d) of Malvern’s Disclosure Memorandum, the employment of each employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum and the engagement of each current independent contractor or similar consultant of the Malvern Entities are terminable at will by the relevant Malvern Entity without any penalty, liability or severance obligation incurred by the Malvern Entity.

Labor and Employment. (a) Section 4.19(a)(i) of Malvern’s Disclosure Memorandum sets forth Except as would not have a true and complete list of all employees Material Adverse Effect, each of the Malvern Entities as of the date hereof, including for each such employee: name, job title, hire date, whether full-time or part-time, Fair Labor Standards Act designation, work location, current annual salary, current annual bonus opportunity, fringe benefits (other than employee benefits applicable to all employees), annual bonus payouts for the past three years, Company and immigration status. To Malvern’s Knowledge, no employee, independent contractor or consultant of any Malvern Entity its Subsidiaries is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non- competition agreement, that in any way adversely affects or restricts the performance of such person’s duties for the Malvern Entities. No current employee, independent contractor or consultant of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or services with any Malvern Entity. Except as set forth on Section 4.19(a)(ii) of Malvern’s Disclosure Memorandum, no Malvern Entity has any “leased employees” within the meaning of Section 414(n) of the Internal Revenue Code. No employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum has a principal place of employment outside the United States or is subject to the labor and employment laws of any country other than the United States. (b) No Malvern Entity has, at any time, been a party to or had any obligations under a collective bargaining, works council or similar agreement with respect to services provided to such Malvern Entity. No Malvern Entity has at any time had, nor to Malvern’s Knowledge is there now threatened, any walkout, strike, union activity, picketing, work stoppage, work slowdown, or any effort or attempt to organize, certify or represent the labor force of any Malvern Entity. Except as set forth on Section 4.19(b) of Malvern’s Disclosure Memorandum, there are no material controversies, claims, audits, investigations, actions or similar proceedings pending or, to the Knowledge of Malvern, threatened with respect to any current or former employees or other service providers of the Malvern Entities regarding their employment or affiliation with any Malvern Entity. (c) Each Malvern Entity is and at all times for the last five years, has been in compliance, in all material respects, compliance with all Laws governing relating to the employment of labor, employment and the withholding of employment-related Taxes, including but not limited to, all contractual commitments and all such Laws relating to wages, hours, overtime, affirmative action, employee benefits, worker classificationthe WARN Act and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation, reporting, compensation and the collection and payment of Social Security withholding and/or social security taxes and any similar taxestax except for immaterial non-compliance. There has been no “mass layoff” or “plant closing” (as defined by the WARN Act) with respect to the Company or any of its Subsidiaries within the six (6) months prior to Closing. (b) Except as set forth on Schedule 2.11(b) of the Seller Disclosure Schedules and as would not have a Material Adverse Effect, there are no, and immigration. For since the last five yearsLook-back Date, each individual who has there have been classified no, Proceedings against any of the Company or any of its Subsidiaries pending, or, to the Knowledge of the Company and Seller Parent, threatened to be brought or filed, with any Governmental Authority or otherwise, in connection with the employment or termination of employment or failure to employ by the Malvern Entities Company or its Subsidiaries, of any individual, including any Proceeding relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay or any other employment-related matter arising under applicable Laws. (c) Except as would not have a non- employee has been Material Adverse Effect, the Company and its Subsidiaries have properly classified under for all applicable Lawspurposes (including, for all Tax purposes and no such individual shall have a claim against any Malvern Entity for purposes of determining eligibility to participate inin any Benefit Plan) all employees, or benefit under, any Malvern Benefit Plan if leased employees and individual independent contractors and have withheld and paid all applicable Taxes and made all appropriate filings in connection with services provided by such individual is later reclassified as an employee of persons to the Malvern EntitiesCompany and its Subsidiaries. (d) Each Malvern Entity has, or will have no later than the Closing Date, paid all accrued salaries, wages, bonuses, commissions, overtime, and other amounts due to be paid through the Closing Date. Except as set forth on Section 4.19(dSchedule 2.11(d) of Malvern’s the Seller Disclosure MemorandumSchedule, none of the employment Company or any of each employee its Subsidiaries is a party to any labor or collective bargaining agreement, and there are no labor or collective bargaining agreements that pertain to employees of the Company or any of its Subsidiaries. Seller Parent has delivered or otherwise made available to Purchaser true, correct and complete copies of the labor or collective bargaining agreements listed on Schedule 2.11(d) of the Seller Disclosure Schedule, together with all amendments, modifications or supplements thereto. (e) Except as would not have a Material Adverse Effect: (i) no labor organization or required group of current or former employees of the Company or any of its Subsidiaries (the “Employees”) has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Seller Parent and the Company, threatened to be listedbrought or filed, with the National Labor Relations Board or other labor relations tribunal and (ii) there is no organizing activity involving the Company or any of its Subsidiaries pending or, to the Knowledge of Seller Parent and the Company, threatened by any labor organization or group of Employees. (f) Except as set forth on Section 4.19(a)(iSchedule 2.11(f) of Malvern’s the Seller Disclosure Memorandum Schedule and as would not have a Material Adverse Effect: (i) there are no strikes, work stoppages, slowdowns, lockouts or arbitrations or material grievances or other labor disputes pending or, to the engagement of each current independent contractor or similar consultant Knowledge of the Malvern Entities Company and Seller Parent, threatened against or involving the Company or any of its Subsidiaries; and (ii) there are terminable at will no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the Company and Seller Parent, threatened by or on behalf of any Employee or group of Employees. (g) The Employees as a whole as of the Closing Date are sufficient in number, encompass the necessary functional areas and possess the requisite skills and competency to perform the normal operations of the Business in the Ordinary Course of Business. (h) Schedule 2.11(h) of the Seller Disclosure Schedule sets forth a list of all Employees or other Related Persons who hold any engineering Permit used by the relevant Malvern Entity without Company or any penalty, liability or severance obligation incurred by of its Subsidiaries in the Malvern Entityoperation of the Business.

Labor and Employment. (a) Section 4.19(a)(i) None of Malvern’s Disclosure Memorandum sets forth a true and complete list TWG nor any of all employees of the Malvern Entities as of the date hereof, including for each such employee: name, job title, hire date, whether full-time or part-time, Fair Labor Standards Act designation, work location, current annual salary, current annual bonus opportunity, fringe benefits (other than employee benefits applicable to all employees), annual bonus payouts for the past three years, and immigration status. To Malvern’s Knowledge, no employee, independent contractor or consultant of any Malvern Entity its Subsidiaries is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non- competition agreement, that in any way adversely affects or restricts the performance of such person’s duties for the Malvern Entities. No current employee, independent contractor or consultant of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or services with any Malvern Entity. Except as set forth on Section 4.19(a)(ii) of Malvern’s Disclosure Memorandum, no Malvern Entity has any “leased employees” within the meaning of Section 414(n) of the Internal Revenue Code. No employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum has a principal place of employment outside the United States or is subject to the labor and employment laws of any country other than the United States. (b) No Malvern Entity has, at any time, been a party to or had otherwise bound by any obligations under a collective bargaining, works council bargaining agreement or similar agreement with respect other labor union contract applicable to services provided to such Malvern Entity. No Malvern Entity has at any time had, nor to Malvern’s Knowledge is there now threatened, any walkout, strike, union activity, picketing, work stoppage, work slowdown, employees of TWG or any effort or attempt of its Subsidiaries and, to organize, certify or represent the labor force Knowledge of any Malvern Entity. Except as set forth on Section 4.19(b) of Malvern’s Disclosure MemorandumTWG, there are not any activities or proceedings of any labor union to organize any such employees. Additionally, (i) there is no material controversiesunfair labor practice charge or complaint pending before any applicable Governmental Authority relating to TWG or any of its Subsidiaries or any employee or other service provider thereof; (ii) there is no labor strike, claims, audits, investigations, actions material slowdown or similar proceedings material work stoppage or lockout pending or, to the Knowledge of MalvernTWG, threatened against or affecting TWG or any of its Subsidiaries, and since August 1, 2014, none of TWG or any of its Subsidiaries has experienced any strike, material slowdown or material work stoppage, lockout or other collective labor action by or with respect to its employees; (iii) there is no representation claim or petition pending before any current applicable Governmental Authority; and (iv) there are no material charges with respect to or former employees relating to TWG or other service providers any of its Subsidiaries pending before any applicable Governmental Authority responsible for the Malvern Entities regarding their prevention of unlawful employment or affiliation with any Malvern Entitypractices. (cb) Each Malvern Entity of TWG and its Subsidiaries is and at all times for the last five yearsand, since August 1, 2014, has been in compliance, compliance in all material respects, respects with all applicable Laws governing relating to employment of labor, employment and the withholding of employment-related Taxes, including but not limited to, all contractual commitments and all applicable Laws relating to wages, hours, overtime, affirmative action, employee benefits, worker classification, collective bargaining, employment discrimination, immigration, civil rights, safety and health, workers’ compensation, reportingpay equity, classification of employees and independent contractors, and the collection and payment of Social Security taxes and similar taxeswithholding and/or social security Taxes. (c) To the Knowledge of TWG, and immigration. For the last five years, each individual who has been classified by the Malvern Entities as a non- no key employee has been properly classified under all applicable Laws, and no such individual shall have a claim against any Malvern Entity for eligibility to participate in, or benefit under, any Malvern Benefit Plan if such individual is later reclassified as an former key employee of the Malvern EntitiesTWG or any of its Subsidiaries is in any material respect in violation of any term of any nondisclosure agreement, statutory nondisclosure obligation, non-competition agreement or other restrictive covenants to TWG or any of its Subsidiaries, as applicable. (d) Each Malvern Entity hasNone of TWG nor any of its Subsidiaries is delinquent in payment to any of its current or former directors, officers, employees, consultants or will have no later than the Closing Dateother service providers for any wages, paid all accrued fees, salaries, wagescommissions, bonuses, commissions, overtime, and or other direct compensation for service performed by them or amounts due to be paid through the Closing Date. Except as set forth on Section 4.19(d) of Malvern’s Disclosure Memorandum, the employment of each employee listed (or required to be listedreimbursed to such directors, officers, employees, consultants and other service providers or in payments owned upon any termination of such Person’s employment or service. (e) on Section 4.19(a)(iNone of TWG or any of its Subsidiaries has effectuated a “plant closing” or “mass layoff” (as defined in the United States Worker Adjustment and Retraining Notification Act, or any similar Law) or, since August 1, 2014, taken any other action that would trigger notice or liability under any state, local or foreign plant closing notice Law. Each of Malvern’s Disclosure Memorandum TWG and its Subsidiaries is, and, since August 1, 2014, has been, in compliance with the engagement Worker Adjustment Retraining Notification Act of 1988, as amended and each current similar state or local Law. (f) To the Knowledge of TWG, no key employee or individual independent contractor of TWG or similar consultant any of its Subsidiaries is bound by any Contract (including licenses, covenants or commitments of any nature) or subject to any judgment, decree or order of any Governmental Authority that would materially interfere with the Malvern Entities are terminable at will by use of such Person’s best efforts to promote the relevant Malvern Entity without interests of TWG or any penalty, liability of its Subsidiaries or severance obligation incurred by the Malvern Entitythat would materially conflict with TWG’s or any of its Subsidiaries’ business as currently conducted.

Labor and Employment. (a) Section 4.19(a)(i) Except as described in Parent Reports filed since December 31, 2009 or in the Data Room Materials, there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any employee of Malvern’s Disclosure Memorandum sets forth a true and complete list Parent or any of all employees of the Malvern Entities as of the date hereof, including for each such employee: name, job title, hire date, whether full-time or part-time, Fair Labor Standards Act designation, work location, current annual salary, current annual bonus opportunity, fringe benefits (other than employee benefits applicable to all employees), annual bonus payouts for the past three years, and immigration status. To Malvern’s Knowledge, no employee, independent contractor or consultant of any Malvern Entity is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non- competition agreement, that in any way adversely affects or restricts the performance of such person’s duties for the Malvern Entities. No current employee, independent contractor or consultant of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or services with any Malvern Entityits Subsidiaries. Except as set forth on Section 4.19(a)(ii) of Malvern’s Disclosure Memorandumdescribed in Parent Reports filed since December 31, 2009 or in the Data Room Materials, no Malvern Entity has any “leased employees” within the meaning of Section 414(n) of the Internal Revenue Code. No employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum has a principal place of employment outside the United States or is subject to the labor and employment laws of any country other than the United States. (b) No Malvern Entity has, at any time, been a party to or had any obligations under a collective bargaining, works council or similar agreement with respect to services provided to such Malvern Entity. No Malvern Entity has at any time had, nor to Malvern’s Knowledge is there now threatened, any walkout, strike, union activityslowdown, picketing, work stoppage, concerted refusal to work slowdownovertime or other similar labor activity has occurred, been threatened or, to the knowledge of Parent, is anticipated with respect to any employee of the Parent or any effort or attempt to organize, certify or represent of its Subsidiaries. Other than in respect of the labor force of any Malvern Entity. Except as set forth on Section 4.19(b) of Malvern’s Disclosure MemorandumEl Cubo Mine, there are no material controversieslabor disputes currently subject to any grievance procedure, claimsarbitration or litigation and there is no representation petition pending, audits, investigations, actions or similar proceedings pending threatened or, to the Knowledge knowledge of MalvernParent, threatened anticipated with respect to any current or former employees or other service providers employee of the Malvern Entities regarding their employment Parent or affiliation with any Malvern Entity. (c) Each Malvern Entity is of its Subsidiaries, which, if determined adversely to Parent or its Subsidiaries, would reasonably be expected to have a Material Adverse Effect. Neither Parent nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning of applicable Law. Parent and at all times for the last five years, has been its Subsidiaries are in compliance, compliance in all material respects, respects with all Laws governing labor, employment and the withholding of employment-related Taxes, including but not limited to, all contractual commitments and all applicable Laws relating to wages, hours, overtime, affirmative action, employee benefits, worker classification, collective bargaining, discrimination, civil rights, safety employment and healthemployment practices, workers’ compensation, reportingterms and conditions of employment, collection worker safety, wages and payment of Social Security taxes and similar taxeshours, civil rights, discrimination, and immigration. For There have been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director of Parent or any of its Subsidiaries at any time during the last five yearspast four years and, each individual who has been classified to the knowledge of Parent, no facts exist that could reasonably be expected to give rise to such claims or actions. To Parent’s knowledge, no employees of Parent or any of its Subsidiaries are in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Malvern Entities as a non- employee has been properly classified under all applicable Laws, and no such individual shall have a claim against Parent or any Malvern Entity for eligibility to participate in, or benefit under, any Malvern Benefit Plan if such individual is later reclassified as an employee of its Subsidiaries because of the Malvern Entities. (d) Each Malvern Entity has, nature of the business conducted or will have no later than the Closing Date, paid all accrued salaries, wages, bonuses, commissions, overtime, and other amounts due presently proposed to be paid through conducted by Parent or any of its Subsidiaries or to the Closing Date. Except as set forth on Section 4.19(d) use of Malvern’s Disclosure Memorandum, the employment trade secrets or proprietary information of each employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum and the engagement of each current independent contractor or similar consultant of the Malvern Entities are terminable at will by the relevant Malvern Entity without any penalty, liability or severance obligation incurred by the Malvern Entityothers.

Labor and Employment. (a) Section 4.19(a)(i) of Malvern’s Disclosure Memorandum sets forth a true and complete list of all employees of the Malvern Entities as of the date hereof, including for each such employee: name, job title, hire date, whether full-time or part-time, Fair Labor Standards Act designation, work location, current annual salary, current annual bonus opportunity, fringe benefits (other than employee benefits applicable to all employees), annual bonus payouts for the past three years, and immigration status. To Malvern’s Knowledge, no employee, independent contractor or consultant of any Malvern Entity No Acquired Company is a party toto any collective bargaining agreement, collective agreement, works council agreement, or is otherwise bound byunderstanding with any labor union, trade union, labor organization or works council or any industry agreement or arrangementnational labor agreement and, including any confidentiality to the Acquired Companies’ knowledge, no union organizing efforts or non- competition agreement, that in any way adversely affects collective negotiations are or restricts the performance of such person’s duties for the Malvern Entities. No current employee, independent contractor or consultant have been underway with respect to employees of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or services with any Malvern EntityAcquired Company. Except as set forth on Section 4.19(a)(iiSchedule 3.13(a), since January 1, 2015: (i) there have been no material unfair labor practice charges, material unfair labor practice complaints, material labor arbitrations or material labor grievances pending, or, to the Acquired Companies’ knowledge, threatened, against any Acquired Company; and (ii) there has been no strike, slowdown, work stoppage or lockout, or, to the Acquired Companies’ knowledge, threat thereof, by or with respect to any employees of Malvern’s Disclosure Memorandumany Acquired Company. No consent of, no Malvern Entity has consultation with, or the rendering of formal advice by, any “leased employees” within labor or trade union, works council or other employee representative body is required for the meaning of Section 414(n) Acquired Companies to enter into this Agreement or to consummate any of the Internal Revenue Code. No employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum has a principal place of employment outside the United States or is subject to the labor and employment laws of any country other than the United Statestransactions contemplated by this Agreement. (b) No Malvern Entity hasSchedule 3.13(b)(i) contains a list of all current Company Employees, at any timealong with the position, been a party to date of hire, full- or had any obligations under a collective bargainingpart-time status, works council annual rate of compensation (or similar agreement with respect to services provided to Company Employees compensated on an hourly or per diem basis, the hourly or per diem rate of compensation), estimated or target annual incentive compensation of each such Malvern Entity. No Malvern Entity has at any time had, nor to Malvern’s Knowledge is there now threatened, any walkout, strike, union activity, picketing, work stoppage, work slowdown, or any effort or attempt to organize, certify or represent person (which may be estimated based on the labor force of any Malvern Entity. Except as set forth on Section 4.19(b) of Malvern’s Disclosure Memorandum, there are no material controversies, claims, audits, investigations, actions or similar proceedings pending or, to the Knowledge of Malvern, threatened with respect to any current or former employees or other service providers of the Malvern Entities regarding their employment or affiliation with any Malvern Entity. (c) Each Malvern Entity is and at all times for the last five years, has been in compliance, in all material respects, with all Laws governing labor, employment and the withholding of employment-related Taxes, including but not limited to, all contractual commitments and all Laws relating to wages, hours, overtime, affirmative action, employee benefits, worker classification, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation, reporting, collection and payment of Social Security taxes and similar taxes, and immigration. For the last five years, each individual who has been classified by the Malvern Entities as a non- employee has been properly classified under all applicable Laws, and no such individual shall have a claim against any Malvern Entity for eligibility to participate in, or benefit under, any Malvern Benefit Plan prior year allocation if such individual is later reclassified incentive compensation consists of a discretionary allocation of a bonus pool), status as an employee of the Malvern Entities. (d) Each Malvern Entity has, exempt or will have no later than the Closing Date, paid all accrued salaries, wages, bonuses, commissions, non-exempt from overtime, and other amounts due current employment status of each such person (including whether the person is on leave of absence and the dates of such leave). Schedule 3.13(b)(ii) sets forth all bonuses earned by any Company Employee that is expected to be paid through accrued but unpaid as of the Closing Date. Except as set forth on Section 4.19(dSchedule 3.13(b)(iii), each such Company Employee is retained at-will and none of such Company Employees is a party to an employment agreement or contract with any Acquired Company. (c) Each Company Employee has entered into the applicable Acquired Company’s standard form of Malvern’s Disclosure Memorandumconfidentiality, non-competition and assignment of inventions agreement, a copy of which has previously been made available to the Purchaser. All agreements referenced in the preceding sentence will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing. To the Acquired Companies’ knowledge, no current key Company Employee or group of Company Employees has any plans to terminate employment with the Acquired Companies. (d) Since January 1, 2015, no Acquired Company has breached or violated in any material respect any (i) applicable Law respecting employment and employment practices, terms and conditions of employment and wages and hours, including any such Law respecting employment discrimination, unlawful harassment, retaliation, whistleblowing, employee classification (for overtime purposes or as employee versus independent contractor), workers’ compensation, family and medical and other leave requirements, the Immigration Reform and Control Act and occupational safety and health requirements, or (ii) employment or other individual service provider agreement. No claims, controversies, investigations, audits or other Legal Proceedings are pending or, to the Acquired Companies’ knowledge, threatened, with respect to such Laws or agreements, either by private Persons or by Governmental Authorities. The Acquired Companies do not engage, and have not since January 1, 2015 engaged, any leased employees, temporary employees, contract labor employees, or other service providers through any staffing, leasing, contract labor supplier or professional employer organization. (e) Schedule 3.13(e)(i) contains a list of all consultants and independent contractors currently engaged by the Acquired Companies, along with the position, date of retention and rate of remuneration for each employee listed such Person. Except as set forth on Schedule 3.13(e)(ii), each such consultant or independent contractor is a party to a written agreement or contract with the applicable Acquired Company. Except as set forth on Schedule 3.13(e)(iii), each such consultant and independent contractor has entered into the Acquired Company’s standard form of confidentiality, non-competition and assignment of inventions agreement with the Acquired Company, a copy of which has previously been made available to the Purchaser. Except as set forth on Schedule 3.13(e)(iv), no independent contractor has provided services to the Acquired Companies for a period of six (6) consecutive months or longer. Except as set forth on Schedule 3.13(e)(v), no Acquired Company has engaged, since January 1, 2015, any temporary or leased employees. No Acquired Company has incurred, and no circumstances exist under which any Acquired Company could incur, any liability arising from the misclassification of employees as consultants, independent contractors, or temporary employees. (f) The Acquired Companies have made available to the Purchaser a true, correct and complete list of all current Company Employees working in the United States who are not citizens or permanent residents of the United States, which list indicates visa, work authorization, and green card status and the date their work authorization is scheduled to expire. All other current Company Employees employed in the United States are citizens or permanent residents. Schedule 3.13(f) sets forth a true, correct and complete list and description of all expatriate contracts that any Acquired Company has in effect with any current Company Employee and all employment contracts and independent contractor arrangements covering any individuals providing services outside the country in which they are nationals. Each current Company Employee working in a country other than one of which such Company Employee is a national has a valid work permit, certificate of sponsorship, visa, or other right under applicable Law that permits him or her to be employed lawfully by the applicable Acquired Company. (g) The Acquired Companies 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 listedwithheld from Company Employees and are not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing. (h) Except as set forth on Section 4.19(a)(iSchedule 3.13(h), no charges or complaints are open and pending (or since January 1, 2015 have been settled or otherwise closed) against the Company or any Subsidiary with the Equal Employment Opportunity Commission, the Office of Malvern’s Disclosure Memorandum and Federal Contract Compliance Programs, or any other Governmental Authority regulating the engagement employment or compensation of each current independent contractor individuals (or, with respect to discrimination, retaliation, sexual harassment, or similar consultant wrongdoing, pursuant to internal complaint procedures), and, no current or former employee of any Acquired Company has made, during the last 12 months (and to an Acquired Company’s knowledge), an oral or, during the last three (3) years, a written complaint of discrimination, retaliation, sexual harassment or other similar wrongdoing. True, correct and complete information regarding any closed charges or complaints filed since January 1, 2015 with any Governmental Authority for reasons set forth in the preceding sentence (or, with respect to discrimination, retaliation, or similar wrongdoing, pursuant to internal complaint procedures) has been made available to the Purchaser. (i) Except as set forth on Schedule 3.13(i), no Acquired Company has caused (i) a plant closing as defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), affecting any site of employment or one or more operating units within any site of employment of the Malvern Entities are terminable at will Acquired Company or (ii) a mass layoff as defined in the WARN Act, nor has any Acquired Company been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar foreign, state or local Law. No Company Employee in the relevant Malvern Entity without United States has suffered an employment loss, as defined in the WARN Act, within the 90 day period ending on the Closing Date. (j) There is no term of employment for any penaltyemployee of the Acquired Companies working outside the United States that provides that the transactions contemplated by this Agreement shall entitle such individual to treat such transactions as a breach of any agreement or as good reason under any such agreement for such individual to end the employment relationship. Since January 1, liability 2015, no Acquired Company has breached or severance obligation incurred violated any applicable Law concerning employer contributions to any trade union, housing, unemployment, retirement, bonus and welfare funds and all other funds to which an employer is required by the Malvern Entitynon-U.S. Law to contribute that would reasonably be expected to result in any material liability.

Labor and Employment. (a) Section 4.19(a)(i) of Malvern’s Disclosure Memorandum sets forth a true and complete list of all employees of With respect to each individual employed by Operator who performs services for the Malvern Entities as of Channelview Facility (the date hereof, including for each such employee: name, job title, hire date, whether full-time or part-time, Fair Labor Standards Act designation, work location, current annual salary, current annual bonus opportunity, fringe benefits (other than employee benefits applicable to all employees“Channelview Facility Employees”), annual bonus payouts except for the past three yearsCollective Bargaining Contract, and immigration status. To Malvern’s Knowledge, no employee, independent contractor or consultant of any Malvern Entity Operator is not a party to, or nor is otherwise bound by, the terms of any collective bargaining agreement or arrangementany other Contract with any labor union or representative of employees. To Sellers’ Knowledge, there are no union organization campaigns or attempts to organize or establish any employee association underway or threatened involving employees of either Seller. (b) Channelview LP is in compliance with all laws, rules and regulations relating to labor relations and employment with respect to the Continuing Employees, except to the extent that any such non-compliance would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. (c) To Sellers’ Knowledge, no Channelview Facility Employees are in violation of any term or provision of any employment contract, confidentiality or other proprietary information disclosure agreement or other contract relating to the right of any such Person to be employed or engaged by a Seller which would reasonably be expected to have a Material Adverse Effect. (d) To Sellers’ Knowledge, none of Operator’s employment policies or practices applicable to the Channelview Facility Employees are currently being audited or investigated by any Governmental Authority which would reasonably be expected to have a Material Adverse Effect. To Sellers’ Knowledge there are no current, nor have there been since four (4) years prior to the Closing Date, any, charges, claims, or demands filed with any Governmental Authority from any current or former Channelview Facility Employees regarding their employment or former employment at the Channelview Facility which would reasonably be expected to have a Material Adverse Effect, including claims or charges of employment discrimination, sexual harassment or unfair labor practices. (e) With respect to the Channelview Facility Employees, Operator has complied with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours and other Laws, regulations and requirements related to employment, except to the extent that any confidentiality or non- competition agreement, that in any way adversely affects or restricts the performance of such person’s duties for the Malvern Entities. No current employee, independent contractor or consultant of any Malvern Entity has provided written notice non-compliance would not reasonably be expected to have a Malvern Entity of his or her intent to terminate employment or services with any Malvern Entity. Material Adverse Effect. (f) Except as set forth on Section 4.19(a)(ii) Schedule 5.12(f), neither the execution and delivery of Malvern’s Disclosure Memorandumthis Agreement or the documents contemplated hereby by the Sellers, no Malvern Entity has any “leased employees” within the meaning performance by the Sellers of Section 414(n) their obligations hereunder and thereunder, nor the consummation of the Internal Revenue Code. No employee listed transactions contemplated hereby and thereby will (i) materially increase or required enhance any benefits payable to be listeda Continuing Employee under any Seller Affiliate Plan, or (ii) on Section 4.19(a)(i) materially accelerate the time of Malvern’s Disclosure Memorandum has a principal place of employment outside payment or vesting, or increase the United States or is subject to the labor and employment laws amount, of any country other than the United States. (b) No Malvern Entity has, at compensation due to any time, been a party to or had any obligations Continuing Employee under a collective bargaining, works council or similar agreement with respect to services provided to such Malvern Entity. No Malvern Entity has at any time had, nor to Malvern’s Knowledge is there now threatened, any walkout, strike, union activity, picketing, work stoppage, work slowdown, or any effort or attempt to organize, certify or represent the labor force of any Malvern Entity. Except as set forth on Section 4.19(b) of Malvern’s Disclosure Memorandum, there are no material controversies, claims, audits, investigations, actions or similar proceedings pending or, to the Knowledge of Malvern, threatened with respect to any current or former employees or other service providers of the Malvern Entities regarding their employment or affiliation with any Malvern EntitySeller Affiliate Plan. (c) Each Malvern Entity is and at all times for the last five years, has been in compliance, in all material respects, with all Laws governing labor, employment and the withholding of employment-related Taxes, including but not limited to, all contractual commitments and all Laws relating to wages, hours, overtime, affirmative action, employee benefits, worker classification, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation, reporting, collection and payment of Social Security taxes and similar taxes, and immigration. For the last five years, each individual who has been classified by the Malvern Entities as a non- employee has been properly classified under all applicable Laws, and no such individual shall have a claim against any Malvern Entity for eligibility to participate in, or benefit under, any Malvern Benefit Plan if such individual is later reclassified as an employee of the Malvern Entities. (d) Each Malvern Entity has, or will have no later than the Closing Date, paid all accrued salaries, wages, bonuses, commissions, overtime, and other amounts due to be paid through the Closing Date. Except as set forth on Section 4.19(d) of Malvern’s Disclosure Memorandum, the employment of each employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum and the engagement of each current independent contractor or similar consultant of the Malvern Entities are terminable at will by the relevant Malvern Entity without any penalty, liability or severance obligation incurred by the Malvern Entity.

Labor and Employment. (ai) Section 4.19(a)(i) of Malvern’s Disclosure Memorandum sets forth The Company has provided a true complete and complete accurate list of all employees of the Malvern Entities all Business Employees as of the date hereof, including for each such employee: nameby (A) primary work location, (B) the entity that employs them, (C) job title, hire date, whether (D) status as full-time or part-time, Fair Labor Standards Act designation(E) status as exempt or non-exempt under applicable wage and hour Laws, work location(F) whether paid on an hourly or salary basis, current annual (G) the amount of their hourly or base salary, current annual bonus opportunity(H) if eligible for commissions, fringe benefits (incentive pay or other than employee benefits applicable to all employees), annual bonus payouts for the past three yearsnon-discretionary compensation, and immigration status. To Malvern’s Knowledge(I) Union representative, no employee, independent contractor or consultant of any Malvern Entity is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non- competition agreement, that in any way adversely affects or restricts the performance of such person’s duties for the Malvern Entities. No current employee, independent contractor or consultant of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or services with any Malvern Entityif applicable. Except as set forth on Section 4.19(a)(ii) of Malvern’s Disclosure Memorandum, no Malvern Entity has any “leased employees” within the meaning of Section 414(n3.3(t)(i) of the Internal Revenue Code. No Disclosure Schedule, (A) the Company does not engage any individuals or sole proprietors on an independent contractor basis by the Company or any of its Subsidiaries and (B) neither the Company nor any of its Subsidiaries engages or has engaged employees or similar non-employee listed (or required to be listed) on Section 4.19(a)(i) service providers outside of Malvern’s Disclosure Memorandum has a principal place of employment outside the United States or is subject to the labor and employment laws of any country other than the United States. (bii) No Malvern Entity has, at any time, been a party to or had any obligations under a collective bargaining, works council or similar agreement with respect to services provided to such Malvern Entity. No Malvern Entity has at any time had, nor to Malvern’s Knowledge is there now threatened, any walkout, strike, union activity, picketing, work stoppage, work slowdown, or any effort or attempt to organize, certify or represent the labor force of any Malvern Entity. Except as set forth on Section 4.19(b3.3(t)(ii) of Malvern’s the Disclosure MemorandumSchedule, (A) neither the Company nor any of its Subsidiaries is or has been party to, bound by, or negotiating any Collective Bargaining Agreement, and no Business Employees are represented by any Union, (B) there are no material controversies, claims, audits, investigations, actions or similar proceedings unfair labor practice complaints pending or, to the Knowledge of Malvernthe Company, threatened against the Company or any of its Subsidiaries before the National Labor Relations Board or similar state labor relations authority, and (C) there are no work slowdowns, lockouts, stoppages, material grievances, walkouts, picketing, strikes or material grievances pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries. To the Knowledge of the Company, as of the date of this Agreement and since the Lookback Date, no Union organizing campaign is or has been in progress with respect to any current or former employees Business Employees, and no Union has filed a petition to be certified, or other service providers made a demand for recognition as the bargaining unit representation of any Business Employee. Neither the Company nor any of its Subsidiaries are required to notify, obtain the consent of, or otherwise consult or bargain with, any Union as result of this Agreement. ​ (iii) 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 Malvern Entities regarding their employment Worker Adjustment and Retraining Notification Act of 1988, as amended, or affiliation with any Malvern Entitysimilar state or local Law, since the Lookback Date. As of the date hereof, no Business Employees are involuntarily on temporary layoff or working hours that have been reduced by fifty percent (50%) or more. (civ) Each Malvern Entity is The Company and at all times for its Subsidiaries are and have been since the last five years, has been Lookback Date in compliance, in all material respects, compliance with all applicable Laws governing regarding labor, employment and the withholding of employment-related Taxesemployment practices, including but not limited to, all contractual commitments and all Laws relating to wagesrespecting terms and conditions of employment of current, former, and prospective Business Employees, hiring, background checks, health and safety, wages and hours, overtime, affirmative action, employee benefitspay equity, worker classification, collective bargainingimmigration, authorization to work, employment discrimination, civil rightsharassment, safety retaliation, notices, privacy, record retention, whistleblowing, disability rights or benefits, equal opportunity, plant closures and healthlayoffs, affirmative action, workers’ compensation, reportingterminations, collection collective bargaining, fair labor standards, personal rights, labor relations, family and payment medical leave and other leaves of Social Security taxes absence, sick time, or any other labor and similar taxesemployment-related matters (collectively, the “Employment Laws”). (v) Except as disclosed on Section 3.3(t)(v) of the Disclosure Schedule, there are no Actions pending, or to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries concerning compliance with any Employment Laws. Since the Lookback Date, the Company has investigated all allegations of sexual harassment or discriminatory harassment of which they are or were aware and immigrationhave taken all reasonable and necessary corrective actions with respect to such allegations. For No such allegation of sexual or discriminatory harassment would reasonably be expected to result in any material loss to the last five years, each individual who has been classified by the Malvern Entities as a non- employee has been properly classified under all applicable Laws, Company or any of its Subsidiaries and no such individual shall allegations have a claim against been made, that if known to the public, would reasonably be expected to bring the Company or any Malvern Entity for eligibility to participate in, or benefit under, any Malvern Benefit Plan if such individual is later reclassified as an employee of the Malvern Entitiesits Subsidiaries into material disrepute. (d) Each Malvern Entity has, or will have no later than the Closing Date, paid all accrued salaries, wages, bonuses, commissions, overtime, and other amounts due to be paid through the Closing Date. Except as set forth on Section 4.19(d) of Malvern’s Disclosure Memorandum, the employment of each employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum and the engagement of each current independent contractor or similar consultant of the Malvern Entities are terminable at will by the relevant Malvern Entity without any penalty, liability or severance obligation incurred by the Malvern Entity.

Labor and Employment. (a) Section 4.19(a)(i) Schedule 3.17 contains a list of Malvern’s Disclosure Memorandum all persons who are employees, of the Company, including any employee who is on an authorized leave of absence of any nature, paid or unpaid and sets forth a true for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; and complete list of (iv) current annual base compensation rate. Except as set forth in Schedule 3.17, all compensation, including all wages, commissions and bonuses payable to all employees of the Malvern Entities Company who provided services on or prior to the date hereof have been paid in full to the extent due. (b) The Company is and since the Look-Back Date has been, in compliance in all material respects with all applicable Laws pertaining to employment and employment practices to the extent they relate to employees providing services for, or on behalf of, the Company, including, but not limited to, all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, commissions, equal pay, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Company as consultants or independent contractors who provide services to, or on behalf of, the Company are properly classified and treated in all material respects as independent contractors under all applicable Laws. All employees of the date hereofCompany who provide services to, including for each such employee: nameor on behalf of, job titlethe Company and are, hire dateand since the Look-Back Date have been, whether full-time or part-time, classified as exempt under the Fair Labor Standards Act designation, work location, current annual salary, current annual bonus opportunity, fringe benefits (other than employee benefits applicable to all employees), annual bonus payouts for the past three yearsand state and local wage and hour laws are, and immigration status. To Malvern’s Knowledgesince the Look-Back Date have been, properly classified as exempt under all such applicable Laws. (c) The Company is not a party to or bound by any collective bargaining agreement or other Contract with any union or similar labor organization relating to its employees, and, to the Knowledge of the Sellers, there are, and since the Look-Back Date there has been, no employee, independent contractor or consultant union organizing efforts with respect to employees of any Malvern Entity is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non- competition agreement, that in any way adversely affects or restricts the performance of such person’s duties for the Malvern Entities. No current employee, independent contractor or consultant of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or services with any Malvern EntityCompany. Except as set forth on Section 4.19(a)(iiSchedule 3.17(c) of Malvern’s Disclosure Memorandum, no Malvern Entity has any “leased employees” within the meaning of Section 414(n) of the Internal Revenue Code. No employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum has a principal place of employment outside the United States or is subject to the labor and employment laws of any country other than the United States. (b) No Malvern Entity has, at any time, been a party to or had any obligations under a collective bargaining, works council or similar agreement with respect to services provided to such Malvern Entity. No Malvern Entity has at any time had, nor to Malvern’s Knowledge is there now threatened, any walkout, strike, union activity, picketing, work stoppage, work slowdown, or any effort or attempt to organize, certify or represent the labor force of any Malvern Entity. Except as set forth on Section 4.19(b) of Malvern’s Disclosure Memorandum, there are no unfair labor practice charges or complaints, material controversieslabor arbitrations or grievances or other material charges or claims relating to the alleged violation of any applicable Law pertaining to labor relations or employment matters, claimspending, audits, investigations, actions or similar proceedings pending or, to the Knowledge of Malvernthe Sellers, threatened in writing against the Company; and there is not, and since the Look-Back Date there has not been, any strike, slowdown, work stoppage, lockout, or other material labor dispute, or, to the Knowledge of the Sellers, written threat thereof, by or with respect to any current or former employees or other service providers of the Malvern Entities regarding their employment or affiliation with any Malvern Entity. (c) Each Malvern Entity is and at all times for Company. Within the last five yearsLook-Back Period, the Company has been in compliance, compliance in all material respectsrespects with the Worker Adjustment and Retraining Notification Act of 1988, with all Laws governing labor, employment and the withholding of employment-related Taxes, including but not limited to, all contractual commitments and all Laws relating to wages, hours, overtime, affirmative action, employee benefits, worker classification, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation, reporting, collection and payment of Social Security taxes and similar taxes, and immigration. For the last five years, each individual who has been classified by the Malvern Entities as a non- employee has been properly classified under all applicable Laws, and no such individual shall have a claim against any Malvern Entity for eligibility to participate inamended, or benefit under, any Malvern Benefit Plan if such individual is later reclassified as an employee of the Malvern Entities. similar or related Law (d) Each Malvern Entity has, or will have no later than the Closing Date, paid all accrued salaries, wages, bonuses, commissions, overtime, and other amounts due to be paid through the Closing Date. Except as set forth on Section 4.19(d) of Malvern’s Disclosure Memorandumcollectively, the employment of each employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum and the engagement of each current independent contractor or similar consultant of the Malvern Entities are terminable at will by the relevant Malvern Entity without any penalty, liability or severance obligation incurred by the Malvern Entity“WARN Act”).

Labor and Employment. (a) Section 4.19(a)(i) of Malvern’s Disclosure Memorandum sets forth a true and complete list of all employees of the Malvern Entities as of the date hereof, including for each such employee: name, job title, hire date, whether full-time or part-time, Fair Labor Standards Act designation, work location, current annual salary, current annual bonus opportunity, fringe benefits (other than employee benefits applicable to all employees), annual bonus payouts for the past three years, and immigration status. To Malvern’s Knowledge, no employee, independent contractor or consultant of any Malvern Entity is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non- competition agreement, that in any way adversely affects or restricts the performance of such person’s duties for the Malvern Entities. No current employee, independent contractor or consultant of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or services with any Malvern Entity. Except as set forth on Section 4.19(a)(ii) of Malvern’s Disclosure MemorandumSchedule 4.8(a), no Malvern Entity has Collective Bargaining Agreements are being negotiated, nor is Company under any “leased employees” within the meaning of Section 414(n) of the Internal Revenue Code. No employee listed (or required obligation to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum has a principal place of employment outside the United States or is subject to the labor and employment laws of negotiate an agreement with any country other than the United States. (b) No Malvern Entity has, at any time, been a party to or had any obligations under a collective bargainingunion, works council council, employee association, or similar agreement with respect to services provided to such Malvern Entity. No Malvern Entity has at any time hadother labor organization (except as may be set forth in an existing Collective Bargaining Agreement), nor to Malvern’s the Knowledge is of Company have there now threatened, been any walkout, strike, union activity, picketing, work stoppage, work slowdown, material organizing activities by or any effort or attempt to organize, certify or represent the labor force of any Malvern Entityemployees of Company. Except as set forth on Section 4.19(b) would not reasonably be expected to have a Company Material Adverse Effect, as of Malvern’s Disclosure Memorandumthe Closing Date, there are no material controversiesare, claimsand in the past three (3) years there have been, audits, investigations, actions or similar proceedings no: (i) pending or, to the Knowledge of MalvernCompany, threatened threatened, labor strikes, picketing, slowdowns, walkouts, grievances, charges, or other labor disputes or disruptions with respect to any employee of Company; or (ii) representation or certification proceedings or petitions seeking a representation before any Governmental Authority with respect to any employee of Company. (b) In the past three (3) years, Company has not taken any action which would constitute a “plant closing”, “mass layoff”, “mass termination”, “group dismissal” or “group termination” within the meaning of the U.S. Worker Adjustment and Retraining Notification Act or similar foreign, state or local Law (the “WARN Act”) or issued any notification of a plant closing or mass layoff required by the WARN Act. (c) Except as set forth on Schedule 4.8(c), Company is, and in the past three (3) years has been, in material compliance with all applicable Laws regarding current or former employees of Company or otherwise concerning labor or employment-related practices of Company, including in respect of discrimination, harassment or retaliation in employment, pay equity, terms and conditions of employment, statutory pay rates, termination of employment, wages, hours, meal and rest breaks, classification as exempt or nonexempt, overtime pay, vacation and paid time off, leaves of absences, reasonable accommodations, occupational safety and health, trainings, employee whistle-blowing, immigration, data protection, employee privacy, employment practices and classification as exempt or non-exempt of employees, and to the Knowledge of Company, Company has not engaged in any unfair labor practice, as defined in the National Labor Relations Act or other applicable labor Laws. Company is not, nor has Company been delinquent in any payments to any current or former employees employee or independent contractor for any wages, salaries, commissions, bonuses, severance, termination pay or other service providers direct compensation for any services performed for it or amounts required to be reimbursed to such Persons and is due and owing, and Company has withheld all amounts required by Law or by Contract to be withheld from the compensation to such Persons. All bonuses owed to current or former employees of Company for time periods prior to and through the Malvern Entities regarding their employment Closing Date have been paid in full and no current or affiliation with former employee of Company is owed or entitled to any Malvern Entity. (c) Each Malvern Entity payment for bonuses following the Closing Date. There is and at all times for the last five years, has been in compliance, in all material respects, with all Laws governing labor, employment and the withholding of employment-related Taxes, including but not limited to, all contractual commitments and all Laws relating to wages, hours, overtime, affirmative action, employee benefits, worker classification, collective bargaining, discrimination, civil rights, safety and health, no workers’ compensationcompensation liability, reporting, collection experience or matter that shall or is reasonably likely to materially and payment of Social Security taxes adversely affect Company and similar taxes, and immigration. For the last five years, each individual who has been classified by the Malvern Entities as a non- employee has been properly classified under all applicable Laws, and no such individual shall have a claim against any Malvern Entity for eligibility to participate in, or benefit under, any Malvern Benefit Plan if such individual that is later reclassified as an employee of the Malvern Entitiesnot insured. (d) Each Malvern Entity hasCompany has made available to Purchaser on Schedule 4.8(d) an accurate and complete list of current employees of Company as of the date of this Agreement, principal work location, exempt or non-exempt classification, job title, base salary or hourly rate, as applicable. The employment or engagement of the Business Employees of Company is terminable at will. (e) Schedule 4.8(e) sets forth an accurate and complete list of the Business Contractors that Company is required to pay more than $50,000 in any fiscal year, and for each such Business Contractor lists such Business Contractor’s name, engagement date, rate of payment, principal work location (city, state), and type of services performed. To the Knowledge of Company, no Business Contractor engaged by Company has any plans to cease such engagement (whether as a result of the transactions contemplated by this Agreement or otherwise). To the Knowledge of Company, each current independent contractor engaged by Company is not entitled to be classified as an employee or a worker of Company. (f) Schedule 4.8(f) sets forth a correct and complete list of (i) each employment, consulting or similar agreement, written or oral, to which Company is a party excluding offer letters for at-will employment and (ii) each agreement between Company and any Business Employee or Business Contractor that relates to non-competition, non-solicitation, confidentiality or ownership of intellectual property, stay or transaction based compensation, severance pay or post-termination benefits. (g) The consummation of the transactions contemplated by this Agreement and the other agreements contemplated hereby shall not entitle any third party (including any labor union, employee association, labor organization or similar entity) to any notice, consent, consultation or payments under any Collective Bargaining Agreement or otherwise under applicable labor Law. To the Knowledge of Company, there is no lawsuit, charge, audit, investigation, complaint or other proceeding against Company by or before the National Labor Relations Board, the Equal Employment Opportunity Commission, or will have no later than other Governmental Authority or arbitration pending or, to the Closing DateKnowledge of Company, paid all accrued salaries, wages, bonuses, commissions, overtimethreatened, and relating to labor or employment matters. (h) There are no and in the past three (3) years have not been any, lawsuits, grievances, internal investigations or inquiries, arbitrations, administrative hearings, workers’ compensation or workplace safety and insurance claims, pay equity complaints, occupational health and safety charges, claims or investigations of wrongful (including constructive) discharge, employment discrimination, retaliation or harassment or similar misconduct, or other amounts due employment dispute of any nature that had or would reasonably be expected to have a Company Material Adverse Effect, brought, pending, or, to the Knowledge of Company, threatened by a Business Employee or a former employee of Company or Business Contractors (including claims from individuals or any Governmental Authority), other than workers’ compensation claims that are not reasonably likely to materially and adversely affect Company and that is not insured. (i) For the past three (3) years, there have been no material (i) internal or external allegations of sexual harassment or any other type of harassment involving any directors, officers, executives or other senior management of Company, (ii) internal or external allegations of sexual harassment or other types of harassment involving Company that would or would reasonably be paid through the Closing Date. expected to have a Company Material Adverse Effect, or (iii) written settlement, non-disclosure, non-disparagement or other similar agreements entered into by Company in connection with any allegations of sexual or other harassment. (j) Company has on record a Form I-9 (or equivalent form required by any other applicable jurisdiction) for each employee with respect to whom such form is required under applicable Law. (k) Except as set forth on Schedule 4.8(k), Company is not the recipient of any outsourced or temporary labor from any third party. All such outsourcing or temporary labor contracts deems the applicable third party thereto to be the employer of such individuals for purposes of applicable Laws. (l) With respect to each Government Contract, Company is and has been in compliance with Executive Order No. 11246 of 1965 (E.O. 11246), as amended, Section 4.19(d503 of the Rehabilitation Act of 1973 (Section 503), and the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (VEVRAA), including all implementing regulations and applicable guidance. Company maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503, and VEVRAA, including all implementing regulations. Company is not, and has not been for the past three (3) of Malvern’s Disclosure Memorandumyears, the employment subject of each employee listed (any audit, investigation, or required to be listed) on enforcement action by any governmental entity in connection with any Government Contract or related compliance with E.O. 11246, Section 4.19(a)(i) of Malvern’s Disclosure Memorandum and 503, or VEVRAA. Company has not been debarred, suspended, or otherwise made ineligible from doing business with the engagement of each current independent contractor United States government or similar consultant of the Malvern Entities are terminable at will by the relevant Malvern Entity without any penalty, liability or severance obligation incurred by the Malvern Entitygovernment contractor.

Labor and Employment. (a) Section 4.19(a)(i3.20(a) of Malvern’s the Company Disclosure Memorandum Schedule sets forth a true and complete list of all employees persons who are employees, independent contractors or consultants of the Malvern Entities Company or any of its Subsidiaries as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such employeeindividual the following: (i) name; (ii) title or position; (iii) the entity or entities by which such individual is employed; (iv) hire or start date and service date; (v) base salaries or base hourly wage or contract rate; (vi) target bonus rates or target commission rates and other incentive-based compensation; (vii) accrued but unused vacation or paid time off balance; (viii) active or inactive status and, job titleif applicable, hire date, whether the anticipated date of return to service; (ix) full-time or part-time, Fair Labor Standards Act designation, work time status; (x) exempt or non-exempt status; (xi) employment location, current annual salary, current annual bonus opportunity, fringe benefits ; (other than employee benefits applicable to all employees), annual bonus payouts for xii) severance upon termination or upon the past three years, consummation of the transactions contemplated hereby; and immigration status. (xiii) in which Company Employee Plans the individual participates. (b) To Malvernthe Company’s Knowledge, no employeeemployees of the Company or any of its Subsidiaries are represented by any labor or trade union, independent contractor works council, employee association or consultant other employee representative. Neither the Company nor any of any Malvern Entity its Subsidiaries is a party to, or is otherwise bound bysubject to, any collective bargaining agreement or arrangementother agreement with a labor or trade union, including works council, employee association or other employee representative. Since January 1, 2015, there have been no strikes, lockouts, slow-downs, work stoppages, picketing, or any confidentiality other manner of collective labor unrest among the employees of the Company or non- competition agreementits Subsidiaries and, that during (c) The Company and its Subsidiaries are and have been in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, workplace safety, occupational health and safety, vacation pay, overtime pay, pay equity, notice of termination, immigration, employee privacy, family, medical and other leaves, classifications of employees, consultants and independent contractors, workers’ compensation and assessments, human rights and nondiscrimination, non-harassment, and non-retaliation in employment. (d) The Company and its Subsidiaries do not have any way adversely affects liability as a result of the failure to properly classify applicable persons as employees, independent contractors, leased employees or restricts as person exempt from overtime pay. There are no material amounts of compensation outstanding, (including, but not limited to, vacation or paid time off, paid sick leave, bonuses, commissions, or other liabilities accrued through the performance date of such person’s duties for the Malvern Entities. No this Agreement) to any current or former employee, independent contractor or consultant of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or services with any Malvern Entity. Except as set forth on Section 4.19(a)(ii) of Malvern’s Disclosure Memorandum, no Malvern Entity has any “leased employees” within the meaning of Section 414(n) of the Internal Revenue Code. No employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum has a principal place of employment outside the United States or is subject to the labor and employment laws of any country other than the United States. (b) No Malvern Entity hasaccrued amounts representing salary, at any timefees, been a party to or had any obligations under a collective bargaining, works council or similar agreement with respect to services provided to such Malvern Entity. No Malvern Entity has at any time had, nor to Malvern’s Knowledge is there now threatened, any walkout, strike, union activity, picketing, work stoppage, work slowdown, or any effort or attempt to organize, certify or represent the labor force of any Malvern Entity. Except as set forth on Section 4.19(b) of Malvern’s Disclosure Memorandum, there are no material controversies, claims, audits, investigations, actions or similar proceedings pending or, to the Knowledge of Malvern, threatened with respect to any current or former employees or other service providers of the Malvern Entities regarding their employment or affiliation with any Malvern Entity. (c) Each Malvern Entity is and at all times for the last five years, has been in compliance, in all material respects, with all Laws governing labor, employment and the withholding of employment-related Taxes, including but not limited to, all contractual commitments and all Laws relating to wages, hours, overtime, affirmative action, employee benefits, worker classification, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation, reporting, collection and payment of Social Security taxes and similar taxes, and immigration. For the last five years, each individual who has been classified by the Malvern Entities as a non- employee has been properly classified under all applicable Laws, and no such individual shall have a claim against any Malvern Entity for eligibility to participate in, or benefit under, any Malvern Benefit Plan if such individual is later reclassified as an employee of the Malvern Entities. (d) Each Malvern Entity has, or will have no later than the Closing Datevacation, paid all accrued salariestime off, wagespaid sick leave, bonuses, commissions, overtime, and other amounts commissions compensation or bonus entitlements not yet due to be paid through or for the Closing Date. Except as set forth on Section 4.19(d) reimbursement of Malvern’s Disclosure Memorandum, the employment of each employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum and the engagement of each current independent contractor or similar consultant of the Malvern Entities are terminable at will by the relevant Malvern Entity without any penalty, liability or severance obligation incurred by the Malvern Entitylegitimate business expenses.

Labor and Employment. (a) Section 4.19(a)(i4.15(a) of Malvern’s the Disclosure Memorandum Letter sets forth a true true, correct and complete list of all employees of at the Malvern Entities as of Refinery who are currently providing services primarily associated with the date hereofOperations or the Assets (collectively, including the “Employees”), including, for each such employee: nameEmployee, job each person’s title, hire date, whether full-time or part-time, Fair Labor Standards Act designation, work location, current annual date of hire, compensation (including base salary, current annual bonus opportunity, fringe benefits (other than employee benefits applicable to all employeesor incentive compensation arrangements and last bonus(es) paid in the last three years), annual bonus payouts eligibility for the past three yearsparticipation in material Business Benefit Plans, vacation entitlements and accruals, union/non-union status, exempt or non-exempt classification, any written agreement for services, and immigration status. To Malvern’s Knowledge, no employee, independent contractor or consultant of any Malvern Entity the Seller Company by whom such person is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non- competition agreement, that in any way adversely affects or restricts the performance of such person’s duties for the Malvern Entities. No current employee, independent contractor or consultant of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or services with any Malvern Entityemployed. Except as set forth on provided in Section 4.19(a)(ii) of Malvern’s Disclosure Memorandum, no Malvern Entity has any “leased employees” within the meaning of Section 414(n4.15(a) of the Internal Revenue CodeDisclosure Letter, no Employee is performing services under a work permit or visa. No employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum has a principal place of employment outside All Employees who are performing services for Seller in the United States or is subject are legally permitted to the labor and employment laws of any country other than work in the United States. Other than (x) the Employees and (y) employees of third parties engaged pursuant to the Refinery Contracts (“Third-Party Employees”), no individuals are currently providing services primarily associated with the Operations or the Assets. (b) No Malvern Entity hasSeller has provided Buyer a true, at any time, been a party to or had any obligations under a collective bargaining, works council or similar agreement with respect to services provided to such Malvern Entity. No Malvern Entity has at any time had, nor to Malvern’s Knowledge is there now threatened, any walkout, strike, union activity, picketing, work stoppage, work slowdown, or any effort or attempt to organize, certify or represent the labor force of any Malvern Entity. Except as set forth on Section 4.19(b) of Malvern’s Disclosure Memorandum, there are no material controversies, claims, audits, investigations, actions or similar proceedings pending or, to the Knowledge of Malvern, threatened with respect to any current or former employees or other service providers correct and complete copy of the Malvern Entities regarding their employment or affiliation with any Malvern EntityCollective Bargaining Agreement. (c) Each Malvern Entity Except as set forth in Section 4.15(c) of the Disclosure Letter, there are no unfair labor practice charges, union grievances, arbitrations, lawsuits, administrative complaints, Proceedings alleging violations of any Applicable Law relating to employment of the Employees or, to Seller’s Knowledge, relating to the service relationship of Third-Party Employees, or, to Seller’s Knowledge, any other legal complaints pending or threatened in writing against any Seller Company relating to employment of the Employees or, to Seller’s Knowledge, relating to the service relationship of Third-Party Employees, nor have any such unfair labor practice charges, union grievances, arbitrations, lawsuits, administrative complaints, Proceedings alleging violations of any Applicable Law relating to employment of the Employees, or any other legal complaints pending or threatened in writing relating to employment of the Employees or, to Seller’s Knowledge, relating to the service relationship of Third-Party Employees, occurred in the three years prior to the Execution Date, in each case with respect to activities at the Refinery or otherwise related to the Assets or the Operations. (d) To Seller’s Knowledge, each Seller Company is and at all times for the last five years, has been in compliance, compliance in all material respects, respects with all Applicable Laws governing laborrelating to employment of the Employees or, employment and to Seller’s Knowledge, relating to the withholding service relationship of employmentThird-related TaxesParty Employees, including but not limited to, all contractual commitments and all Applicable Laws relating to wages, hours, overtime, affirmative action, employee benefits, worker classificationhours (including classification of employees), collective bargaining, employment discrimination, civil rights, fair labor standards, safety and health, workers’ compensation, reportingpay equity, collection and payment wrongful discharge or violation of Social Security taxes and similar taxesrights of employees, employee privacy, employee health, orders, regulations, ordinances, and immigration. For mandatory guidelines by any Governmental Authority regarding COVID-19 (including CDC guidance), in each case with respect to the last five years, each individual who has been classified by the Malvern Entities as a non- employee has been properly classified under all applicable Laws, and no such individual shall have a claim against any Malvern Entity for eligibility to participate in, or benefit under, any Malvern Benefit Plan if such individual is later reclassified as an employee employment of the Malvern EntitiesEmployees or, to Seller’s Knowledge, relating to the service relationship of Third-Party Employees, as related to their dedicated support of their activities at the Refinery or otherwise related to the Assets or the Operations. (de) Each Malvern Entity has, or will have no later than the Closing Date, paid all accrued salaries, wages, bonuses, commissions, overtime, and other amounts due to be paid through the Closing Date. Except as set forth on identified in Section 4.19(d4.15(c) of Malvernthe Disclosure Letter, to Seller’s Disclosure MemorandumKnowledge, there are no internal or external complaints of any type of harassment, including sexual harassment, made against any Employee providing services for the employment of each employee listed (Assets or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum and the engagement of each current independent contractor or similar consultant of the Malvern Entities are terminable at will by the relevant Malvern Entity without any penalty, liability or severance obligation incurred by the Malvern EntityOperations.

Labor and Employment. (a%3) Section 4.19(a)(i4.08(a) of Malvern’s the Seller Disclosure Memorandum sets forth Letter contains a true and complete list of all employees of the Malvern Entities list, as of the date hereofof this Agreement, including for of each such employee: namecollective bargaining, job titleworks council or other labor union contract or arrangement that covers one or more Business Employees (each, hire date, whether full-time or part-time, Fair Labor Standards Act designation, work location, current annual salary, current annual bonus opportunity, fringe benefits a “CBA”). (other than employee benefits applicable to all employees), annual bonus payouts for the past three years, and immigration status. To Malvern’s Knowledge, no employee, independent contractor or consultant of any Malvern Entity is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non- competition agreement, that in any way adversely affects or restricts the performance of such person’s duties for the Malvern Entities. No current employee, independent contractor or consultant of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or services with any Malvern Entity. a) Except as set forth on Section 4.19(a)(ii) of Malvern’s Disclosure Memorandum, no Malvern Entity has any “leased employees” within the meaning of Section 414(n4.08(b) of the Internal Revenue Code. No employee listed Seller Disclosure Letter, as of the date of this Agreement, there are no (i) strikes, work stoppages, lockouts or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum has a principal place of employment outside the United States or is subject arbitrations pending or, to the knowledge of Seller, threatened against or involving Seller or its subsidiaries by any Business Employees or (ii) unfair labor and employment laws practice charges, grievances or complaints pending, or to the knowledge of Seller, threatened against Seller or any of its subsidiaries by or on behalf of any country other than the United StatesBusiness Employee or group of Business Employees. (b) No Malvern Entity has, at any time, been a party to or had any obligations under a collective bargaining, works council or similar agreement with With respect to services provided to such Malvern Entity. No Malvern Entity has at any time hadthe Business Employees, nor to Malvern’s Knowledge is there now threatenedAssumed Benefit Agreements and Assumed Benefit Plans, any walkoutSeller and its subsidiaries are, strikeand have been since January 1, union activity2014, picketing, work stoppage, work slowdown, or any effort or attempt to organize, certify or represent the labor force of any Malvern Entity. Except as set forth on Section 4.19(b) of Malvern’s Disclosure Memorandum, there are no material controversies, claims, audits, investigations, actions or similar proceedings pending or, to the Knowledge of Malvern, threatened with respect to any current or former employees or other service providers of the Malvern Entities regarding their employment or affiliation with any Malvern Entity. (c) Each Malvern Entity is and at all times for the last five years, has been in compliance, compliance in all material respects, respects with all applicable Laws governing and regulations, including labor, employment, fair employment and the withholding of employment-related Taxes, including but not limited to, all contractual commitments and all Laws relating to wages, hours, overtime, affirmative action, employee benefitspractices, worker classification, collective bargainingwage and hour laws, discrimination, civil rights, safety terms and healthconditions of employment, workers’ compensation, reportingoccupational safety and health requirements, collection plant closings, wages and payment hours, withholding of Social Security taxes and similar taxes, employment discrimination, disability rights or benefits, equal opportunity, labor relations, employee leave issues and immigrationunemployment insurance and related matters. For Except as disclosed in Section 4.08(c) of the last five yearsSeller Disclosure Letter, each individual and except, in the cases of clauses (ii) and (iii), for instances that, individually or in the aggregate, have not or would not reasonably be expected to result in material liability, neither the Seller nor any of its subsidiaries has received written notice of (i) any unfair labor practice charge or complaint against the Seller or any of its subsidiaries pending before the National Labor Relations Board or any other Governmental Entity on behalf of any Business Employee or group of Business Employees, (ii) any charge or complaint against the Seller or any of its subsidiaries concerning any Business Employees pending before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices or (iii) any complaint or lawsuit against the Seller or any of its subsidiaries concerning any Business Employee alleging employment discrimination or violations of occupational safety and health requirements pending before a court of competent xxxxxxxxxxxx.Xx the knowledge of Seller, all individuals who has provide services to Seller or any of its Subsidiaries with respect to the Business have at all times been accurately classified by the Malvern Entities as a non- employee has been properly classified under all applicable Laws, and no Seller or such individual shall have a claim against any Malvern Entity for eligibility subsidiaries with respect to participate in, or benefit under, any Malvern Benefit Plan if such individual is later reclassified services as an employee or a non-employee. To the knowledge of Seller, all Business Employees have at all times been appropriately classified for purposes of the Malvern EntitiesFair Labor Standard Act of 1938, as amended. (d) Each Malvern Entity has, or will have no later than the Closing Date, paid all accrued salaries, wages, bonuses, commissions, overtime, and other amounts due to be paid through the Closing Date. Except as set forth on Section 4.19(d) of Malvern’s Disclosure Memorandum, the employment of each employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum and the engagement of each current independent contractor or similar consultant of the Malvern Entities are terminable at will by the relevant Malvern Entity without any penalty, liability or severance obligation incurred by the Malvern Entity.

Labor and Employment. (a) Section 4.19(a)(i4.15(a) of Malvern’s the Company Disclosure Memorandum Letter sets forth a true complete and complete list accurate listing of (i) all present officers, managers and employees of the Malvern Entities as Company and Company Subsidiaries (the “Company Employees”), and includes their date of the date hereof, including for each such employee: namehire, job title, hire date, whether full-time or part-time, Fair Labor Standards Act designation, work location, current annual salarysalary or hourly rates as well as any bonus or profit sharing compensation which is due, current annual bonus opportunityexempt or non-exempt status and leave status, fringe benefits and (ii) all Persons who provide services to and are engaged by the Company or any Company Subsidiary as independent contractors or consultants in connection with the operation of the business (“Service Providers”). The Company and the Company Subsidiaries are not delinquent in payments to any of its employees, consultants or independent contractors for any wages, salaries, commissions, bonuses or other than employee benefits applicable to all employees), annual bonus payouts compensation for any services performed for the past three years, and immigration status. To Malvern’s Knowledge, no employee, independent contractor Company or consultant of any Malvern Entity is a party tothe Company Subsidiaries, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non- competition agreement, that in any way adversely affects or restricts the performance of such person’s duties for the Malvern Entities. No current employee, independent contractor or consultant of any Malvern Entity has provided written notice to a Malvern Entity of his or her intent to terminate employment or services with any Malvern Entity. Except as set forth on Section 4.19(a)(ii) of Malvern’s Disclosure Memorandum, no Malvern Entity has any “leased employees” within the meaning of Section 414(n) of the Internal Revenue Code. No employee listed (or amounts required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum has a principal place of employment outside the United States or is subject reimbursed to the labor and employment laws of any country other than the United Statessuch employees. (b) No Malvern Entity hasAll employees of the Company and the Company Subsidiaries are employed on an at-will basis, which means that their employment can be terminated at any time, been a party with or without prior notice, for any reason (other than an unlawful reason) or no reason at all. (c) Neither the Company nor any Company Subsidiaries is bound by or subject to or had any obligations under a collective bargainingContract with any labor union. To the Company’s Knowledge, works council or similar agreement with respect to services provided to such Malvern Entity. No Malvern Entity has at any time had, nor to Malvern’s Knowledge is there now threatened, any walkout, strike, union activity, picketing, work stoppage, work slowdown, no employee of the Company or any effort Company Subsidiary is represented by any labor union or attempt to organize, certify covered by any collective bargaining agreement in connection with their employment with the Company or represent the labor force of any Malvern EntityCompany Subsidiaries. Except as set forth on Section 4.19(b) of MalvernTo the Company’s Disclosure MemorandumKnowledge, there are is no material controversies, claims, audits, investigations, actions or similar proceedings campaign to establish such representation in progress. There is no pending or, to the Knowledge of MalvernCompany’s Knowledge, threatened labor dispute involving the Company or any Company Subsidiary and any group of employees nor has the Company or any Company Subsidiary experienced any significant labor interruptions over the past three years. (d) In the past five (5) years, all employees of the Company and the Company Subsidiaries are and have been, properly classified under the Fair Labor Standards Act of 1938, as amended, and under any similar Law of any state or other jurisdiction applicable to such employees. Neither the Company nor any Company Subsidiary is delinquent in respect of, or has failed to pay, any sums due and payable to its employees, consultants or contractors for wages (including overtime, premium pay for missed meal breaks or waiting time penalties), salaries, commissions, bonuses, accrued and unused vacation, on-call payments, equal pay or collective bargaining payments to which they would be entitled under applicable Law, if any, bonuses, benefits, advantage in kind, mandatory or voluntary profit sharing, stock options, or other compensation for any services performed by them or amounts required to be reimbursed (including reimbursement of business expenses) or damages or interest owed to such individuals. Neither the Company nor any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Authority, with respect to any current or former employees unemployment compensation benefits, social security or other service providers benefits or obligations for employees (other than routine payments to be made in the normal course of the Malvern Entities regarding their employment or affiliation business and consistent with any Malvern Entityprior practice). (ce) Each Malvern Entity is All Persons classified by the Company and the Company Subsidiaries as independent contractors satisfy and have at all times for in the last past five years(5) years satisfied the requirements of applicable Law to be so classified, and the Company has been fully and accurately reported such Person’s compensation on IRS Form 1099 when required to do so; and the Company has no obligations to provide benefits with respect to such persons under any Benefit Plans or otherwise. (f) The Company and the Company Subsidiaries are in compliance, in all material respects, compliance with all Laws governing labor, employment and the withholding of employment-related Taxes, including but not limited to, all contractual commitments and all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, affirmative action, employee benefits, worker classification, collective bargainingemployment discrimination, discriminationsexual harassment, civil rights, affirmative action, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws), employee leave issues, unemployment insurance, work authorization, immigration, occupational safety and health, workers’ information privacy and security, workers compensation, reportingcontinuation coverage under group health plans, collection wage payment and the payment and withholding of Social Security taxes taxes; and similar taxesneither the Company nor any Company Subsidiary has in the past five (5) years been the subject of any discrimination actions or internal complaints relating to sex, and immigration. For the last five yearsrace, each individual who has been classified by the Malvern Entities as a non- employee has been properly classified under all applicable Lawscolor, and no such individual shall have a claim against any Malvern Entity for eligibility to participate innational origin, gender, religion, age, marital status, disability, handicap, harassment, or benefit under, any Malvern Benefit Plan if such individual is later reclassified as an employee other alleged violation of applicable employment laws against the Malvern EntitiesCompany or any Company Subsidiary. (dg) Each Malvern Entity hasNeither the Company nor any Company Subsidiary has experienced a “plant closing” or “mass layoff” as defined by Federal Worker Adjustment and Retraining Notification Act or analogous state Law. (h) In the past five (5) years, neither the Company nor any Company Subsidiary has obtained the services of workers through staffing companies, employee leasing entities, professional Employer organizations (PEO) or will have no later than the Closing Date, paid all accrued salaries, wages, bonuses, commissions, overtime, and other amounts due to be paid through the Closing Date. Except as set forth on Section 4.19(d) similar suppliers of Malvern’s Disclosure Memorandum, the employment of each employee listed (or required to be listed) on Section 4.19(a)(i) of Malvern’s Disclosure Memorandum and the engagement of each current independent contractor or similar consultant of the Malvern Entities are terminable at will by the relevant Malvern Entity without any penalty, liability or severance obligation incurred by the Malvern Entitylabor.