Common use of Labor and Employment Clause in Contracts

Labor and Employment. (a) Except as set forth on Schedule 4.13(a), (i) no Company Group Member is a party to or bound by any CBA (including agreements with works councils and trade unions and side letters), and no employees of any Company Group Member are represented by any labor union, works council, or other labor organization with respect to their employment; (ii) in the past three years, no labor union, works council, other labor organization, or group of employees of any Company Group Member has made a demand for recognition or certification, and there are no representation or certification proceedings presently pending or, to the Knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; (iii) to the Knowledge of the Company, in the past three years, there have been no actual or threatened organizing activities with respect to any employees of any Company Group Member, and no such activities are currently pending or, to the Knowledge of the Company, threatened; (iv) in the past three years, there has been no actual or, to the Knowledge of the Company, threatened strike, lockout, work stoppage, slowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration or other material labor dispute against or affecting any Company Group Member, and no such dispute is currently pending or to the Knowledge of the Company, threatened; and (v) with respect to the Transactions, each Company Group Member has satisfied all notice, bargaining, consent, consultation or other obligations to its employees and employees’ representatives under applicable Law and any CBA or other Contract. (b) Each Company Group Member is, and since December 31, 2017 has been, in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (collectively, the “WARN Act”)), employee trainings and notices, workers’ compensation, labor relations, collective bargaining, employee leave issues, COVID-19, affirmative action and unemployment insurance. (c) To the Knowledge of the Company, no current or former employee or independent contractor of any Company Group Member is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed to any Company Group Member; or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by a Company Group Member. To the Knowledge of the Company, no current employee of any Company Group Member with annualized compensation at or above $150,000, has given notice to the Company that the employee intends to terminate his or her employment prior to the one year anniversary of the Closing. (d) Each Company Group Member has promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination or retaliation allegations of which any of them is or has been made aware in the past three years. With respect to each such allegation with potential merit, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disrepute. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19. (f) Except as would not result in material liability for the Company Group, the Company Group has fully and timely paid all (i) wages, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to its current or former employees and independent contractors under applicable Laws, Contract or Company Group policy, and (ii) fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensation.

Labor and Employment. (a) As of the date of this Agreement, Section 3.19 of the Company Disclosure Letter sets forth a true and complete list of all collective bargaining agreements or other labor union contracts applicable to any employees of the Company or any of its Subsidiaries. As of the date of this Agreement, none of the Company or any of its Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union contract applicable to any employees of the Company or any of its Subsidiaries, except for any breaches or failures to comply that, individually or in the aggregate, have not had and are not reasonably likely to have a Company Material Adverse Effect. Except as set forth on Schedule 4.13(a)for matters that, individually or in the aggregate, have not had and are not reasonably likely to have a Company Material Adverse Effect, (i) no Company Group Member there is a party to or bound by any CBA (including agreements with works councils and trade unions and side letters)not any, and no employees of any Company Group Member are represented by any labor union, works council, or other labor organization with respect to their employment; (ii) in during the past three yearsone year there has not been any, no labor unionstrike, works councildispute, other labor organizationwork stoppage or lockout pending, or group of employees of any Company Group Member has made a demand for recognition or certification, and there are no representation or certification proceedings presently pending or, to the Knowledge knowledge of the Company, threatened, against or affecting the Company or any of its Subsidiaries, (ii) to the knowledge of the Company, no union organizational campaign is in progress or threatened with respect to the employees of the Company or any of its Subsidiaries and no question concerning representation of such employees exists, (iii) there are no unfair labor practice charges or complaints against the Company or any of its Subsidiaries pending, or, to the knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; and (iiiiv) to the Knowledge there are, as of the Companydate of this Agreement, in the past three years, there have been no actual written grievances or threatened organizing activities with respect to any employees of any Company Group Member, and no such activities are currently pending written complaints outstanding or, to the Knowledge of the Company, threatened; (iv) in the past three years, there has been no actual or, to the Knowledge knowledge of the Company, threatened strikeagainst the Company or any of its Subsidiaries. Except for matters that, lockoutindividually or in the aggregate, work stoppagehave not had and are not reasonably likely to have a Company Material Adverse Effect, slowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration or other material labor dispute against or affecting any Company Group Member, and no such dispute is currently pending or to the Knowledge of the Company, threatened; and (v) with respect to the Transactions, each Company Group Member has satisfied all notice, bargaining, consent, consultation or other obligations to its employees and employees’ representatives under applicable Law and any CBA or other Contract. (b) Each Company Group Member isthere are no, and since December 31November 29, 2017 has been2011, have not been any “plant closings” or “mass layoffs” (as those terms are defined in the Worker Adjustment Retraining and Notification Act or any comparable state or local law) by the Company or any of its Subsidiaries, without complying with the notice requirements of such Laws, and the Company and each of its Subsidiaries is in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wages and hours and occupational safety and health (including the classification including, without limitation, classifications of service providers as employees and/or independent contractors and exempt and non-exempt employeescontractors), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (collectively, the “WARN Act”)), employee trainings and notices, workers’ compensation, labor relations, collective bargaining, employee leave issues, COVID-19, affirmative action and unemployment insurance. (c) To the Knowledge of the Company, no current or former employee or independent contractor of any Company Group Member is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed to any Company Group Member; or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by a Company Group Member. To the Knowledge of the Company, no current employee of any Company Group Member with annualized compensation at or above $150,000, has given notice to the Company that the employee intends to terminate his or her employment prior to the one year anniversary of the Closing. (d) Each Company Group Member has promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination or retaliation allegations of which any of them is or has been made aware in the past three years. With respect to each such allegation with potential merit, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disrepute. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19. (f) Except as would not result in material liability for the Company Group, the Company Group has fully and timely paid all (i) wages, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to its current or former employees and independent contractors under applicable Laws, Contract or Company Group policy, and (ii) fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensation.

Labor and Employment. (a) Except as set forth on Schedule 4.13(a), (i) no No Acquired Company Group Member is a party to or bound by any CBA (including agreements with works councils and trade unions and side letters)collective bargaining agreement, and no employees of any Company Group Member are represented by any labor union, works council, or other labor organization with respect to their employment; (ii) in the past three years, no labor union, works council, other labor organization, or group of employees of any Company Group Member has made a demand for recognition or certification, and there are no representation or certification proceedings presently pending orand, to the Knowledge of the Company’s knowledge, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; (iii) to the Knowledge of the Company, in during the past three years, there have has not been no actual or threatened any union organizing activities efforts and none are currently underway with respect to any employees of any Company Group MemberAcquired Company. Except as set forth on Schedule 3.14 of the Disclosure Schedules, there is not, and no such activities are currently pending or, to the Knowledge of the Company, threatened; (iv) in during the past three years, there has not been no actual any: (a) unfair labor practice charges, arbitrations or other similar labor grievances by or with respect to any employees of any Acquired Company, or, to the Knowledge of the Company’s knowledge, threatened threat thereof, or (b) strike, lockout, work stoppage, slowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration work stoppage or other material labor dispute against lockout by or affecting any Company Group Member, and no such dispute is currently pending or to the Knowledge of the Company, threatened; and (v) with respect to any employees of any Acquired Company, or, to the TransactionsCompany’s knowledge, each Company Group Member has satisfied all notice, bargaining, consent, consultation threat thereof. There is no duty to recognize or other obligations bargain with any labor organization or trade union representing or purporting to its represent any employees and employees’ representatives under applicable Law and of any CBA or other ContractAcquired Company. (b) Each Acquired Company Group Member is, and since December 31, 2017 for the last four years has been, in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including all Laws respecting terms relating to wage and conditions of employmenthour, health and safetycollective bargaining, wages and hours (including the classification of independent contractors and exempt and non-exempt employees)discrimination, immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment harassment, discrimination or retaliationcivil rights, whistleblowing, disability rights or benefitschild labor, equal employment opportunity, plant closures immigration, pay equity, safety and layoffs (including health, workers’ compensation, the Worker Adjustment and Retraining Notification Act of 1988Act, as amended, 29 U.S.C. §§ 2101 et seq. and any similar Law or any similar Laws applicable Law (collectivelyincluding any social security, the “WARN Act”)housing, or retirement savings Law), employee trainings and noticesall material obligations imposed by any employment contract. There is no charge, workers’ compensationcomplaint, labor relationsclaim, collective bargaininginvestigation, employee leave issueslitigation, COVID-19action, affirmative action and unemployment insuranceaudit or agency proceeding filed, pending or, to the Company’s knowledge, threatened with respect to any Acquired Company by or before any Governmental Authority that would reasonably be expected to result in material liability. Within the past three years, no Acquired Company has been subject to, or has received notice of any intent to conduct, any investigation, audit or other proceeding by or before any Governmental Authority relating to any employees or employment practices of any Acquired Company. (c) To Each Person who has provided or is providing services to the Knowledge Acquired Companies has been properly classified (e.g. as exempt, independent contractor, temporary, etc.), under all applicable Law and pursuant to any Plans with only immaterial exceptions and the Acquired Companies have fully and accurately in all material respects reported all payments to all employees and independent contractors and other contingent workers on IRS Form W-2 or 1099 or as otherwise required by applicable Laws and have satisfied all applicable withholding tax obligations in respect of such classifications. The Acquired Companies have not incurred any liabilities under the Fair Labor Standards Act or any state or local wage and hour laws. Except as set forth in Schedule 3.14(c) of the CompanyDisclosure Schedules, no current or former employee or all employees of the Acquired Companies are currently employed as “at will.” Each employment-related agreement, independent contractor of any Company Group Member agreement and other contract labor agreement is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (ilisted on Schedule 3.14(c) owed to any Company Group Member; or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by a Company Group Member. To the Knowledge of the Company, no current employee of any Company Group Member with annualized compensation at or above $150,000, Disclosure Schedules and has given notice been provided to the Company that the employee intends to terminate his or her employment prior to the one year anniversary of the ClosingPurchaser. (d) Each Company Group Member has promptlyAll current employees are, thoroughly and impartially investigated all sexual harassment, or other discrimination or retaliation allegations former employees of which any of them is or has been made aware the Acquired Companies in the past three yearsfour (4) years were, legally authorized to work in the country in which they perform or performed services under all applicable Laws. With respect to each such allegation with potential merit, each Company Group Member has taken prompt corrective action that None of the Acquired Companies is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware the subject of any allegations relating to officers, directors, employees, contractors, an audit or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disrepute. (e) No employee layoff, facility closure investigation by or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by before any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employmentother immigration-related liability with respect to COVID-19. (f) Except as would not result in material liability for the Company Group, the Company Group has fully and timely paid all (i) wages, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, feesenforcement proceeding, and other compensation that no Acquired Company has come due and payable to its current received notice of any potential or former employees and independent contractors under actual violation of any applicable 1-9 or immigration Laws, Contract or Company Group policy, and (ii) fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensation.

Labor and Employment. (a) Except as set forth on Schedule 4.13(a), (i) no Neither the Company Group Member nor any of its Subsidiaries is a party to or bound by any CBA (including collective bargaining agreement and there are no collective bargaining agreements with works councils and trade unions and side letters), and no that pertain to employees of the Company or any of its Subsidiaries. The Company Group Member has delivered or otherwise made available to the Buyer true, correct and complete copies of the collective bargaining agreements to which it or any of its Subsidiaries is a party, including all amendments, modifications or supplements thereto. (b) No Employees are represented by any labor unionorganization. Since October 1, works council, or other labor organization with respect to their employment; (ii) in the past three years2001, no labor union, works council, other labor organization, organization or group of employees of the Company or any Company Group Member of its Subsidiaries has made a demand for recognition or certificationrecognition, and there are no representation proceedings or certification proceedings petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company's Knowledge, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal tribunal. To the Company's Knowledge, there is no organizing activity involving the Company or authority; (iii) to the Knowledge any of its Subsidiaries occurring or threatened by any labor organization of employees of the CompanyCompany or any of its Subsidiaries. (c) Since October 1, in the past three years2001, there have been no actual strikes, work stoppages, slowdowns or lockouts occurring or, to the Company's Knowledge, threatened organizing activities with respect to against or involving the Company or any employees of any Company Group Memberits Subsidiaries. There are no unfair labor practice charges, and no such activities are currently unfair employment practices, charges, material grievances, arbitrations or other administrative or judicial complaints pending or, to the Knowledge of the Company, threatened; (iv) in the past three years, there has been no actual or, to the Knowledge of the Company's Knowledge, threatened strike, lockout, work stoppage, slowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration by or other material labor dispute against or affecting on behalf of any Company Group Member, and no such dispute is currently pending or to the Knowledge of the Company, threatened; and (v) with respect to the Transactions, each Company Group Member has satisfied all notice, bargaining, consent, consultation or other obligations to its employees and employees’ representatives under applicable Law and any CBA or other Contract. (b) Each Company Group Member is, and since December 31, 2017 has been, in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (collectively, the “WARN Act”)), employee trainings and notices, workers’ compensation, labor relations, collective bargaining, employee leave issues, COVID-19, affirmative action and unemployment insurance. (c) To the Knowledge of the Company, no current present or former employee or independent contractor group of any Company Group Member is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant present or other obligation: (i) owed to any Company Group Member; or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by a Company Group Member. To the Knowledge former employees of the Company, no current employee of any Company Group Member with annualized compensation at or above $150,000, has given notice to the Company that the employee intends to terminate his or her employment prior to the one year anniversary of the Closing. (d) Each Company Group Member has promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination or retaliation allegations In the six-month period preceding the date of which any of them is or has been made aware in the past three years. With respect to each such allegation with potential merit, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disrepute. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19. (f) Except as would not result in material liability for the Company Group, the Company Group has fully and timely paid all this Agreement (i) wagesneither the Company nor any Company Subsidiary has effectuated a "plant closing" (as defined in the Worker Adjustment and Restraining Notification Act (the "WARN Act")) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to its current or former employees and independent contractors under applicable Laws, Contract or Company Group policy, and (ii) finesthere has not occurred a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of either the Company or any Company Subsidiary, Taxes, interest, (iii) neither the Company nor any Company Subsidiary has engaged in layoffs or other penalties for employment terminations sufficient in number to trigger application of the WARN Act or any failure similar state or local law or regulation and (iv) no employee of the Company or any Company Subsidiary has suffered an "employment loss" (as defined in the WARN Act) during the ninety (90) day period prior to pay or delinquency in paying such compensationthe date of this Agreement.

Labor and Employment. (a) Except as set forth on Schedule 4.13(a)in Section 4.12(a) of the Company Disclosure Letter, (i) no Company Group Member CCG Entity has agreed to recognize any labor union or other collective bargaining representative, nor has any labor union or other collective bargaining representative been certified as the exclusive bargaining representative of any Employees of any CCG Entity, (ii) no CCG Entity is a party to or bound by any CBA (including agreements with works councils and trade unions and side letters), collective bargaining agreement applicable to any Employees and no employees of any Company Group Member collective bargaining agreements are represented by any labor unionbeing negotiated, works council, or other labor organization with respect to their employment; (iiiii) in the past three years, there is no labor unionstrike or labor dispute, works councilslow down, other labor organization, lockout or group of employees of any Company Group Member has made a demand for recognition or certification, and there are no representation or certification proceedings presently stoppage actually pending or, to the Knowledge of the Company, threatened against any CCG Entity, and no CCG Entity has experienced any labor strikes or material labor disputes, slowdowns, lockouts or stoppages since January 1, 2012, (iv) no CCG Entity has engaged in any unfair labor practices, and no unfair labor practice charges or complaints before any Governmental Entity are pending or, to be brought the Knowledge of the Company, threatened against any CCG Entity and (v) to the Knowledge of the Company, no labor union or filed other collective bargaining representative claims to or is seeking to represent any Employees and no union organizational campaign or representation petition is currently pending with respect to any Employees. (b) Except as disclosed in Section 4.12(b) of the National Company Disclosure Letter, since January 1, 2012, there have not been any plant closings, mass layoffs or other terminations of Employees which would create any obligations upon or liabilities for any CCG Entity under the WARN Act. (c) Except as set forth in Section 4.12(c) of the Company Disclosure Letter, each CCG Entity (i) has, during the last twenty-four (24) months, been in material compliance with all Laws relating to employment, equal employment opportunity, affirmative action, nondiscrimination, nonretaliation, wrongful discharge, civil rights, hiring, background checks, immigration, work authorization, compensation, wages, hours, worker classification, temporary labor, benefits, leaves of absence, employee breaks, sick time, vacation, paid time off, collective bargaining, the collection and payment of withholding and social security taxes and similar Taxes, occupational safety and health, workers’ compensation, unemployment compensation, substance abuse testing, work force reductions and plant closing, labor relations, collective bargaining, representation, unfair labor practices, employee privacy, and COBRA, including, but not limited to, the Fair Labor Relations Board Standards Act or other federal, state or local laws regulating hours of work, wages, overtime and other working conditions, and any state laws with respect to tortious employment conduct, such as slander, false light, invasion of privacy, negligent hiring or retention, intentional infliction of emotional distress, assault and battery, or loss of consortium (“Laws relating to Employment”), and (ii) no CCG Entity has, in the last twenty four (24) months, received any communication from any Governmental Entity that alleges that any CCG Entity is not in compliance with any Law relating to Employment that has not been resolved. (d) Except as set forth in Section 4.12(d) of the Company Disclosure Letter, (i) there is no pending or, to the Knowledge of the Company, threatened legal or administrative proceeding, claim, suit, action, arbitration, grievance or investigation against or involving any CCG Entity or any other CCG Entity’s assets or rights relating to labor relations tribunal or authority; employment matters, (ii) there is no injunction, order, judgment, ruling or decree imposed upon any CCG Entity relating to labor or employment matters, and (iii) to the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in a violation by any CCG Entity of, or a failure on the past three years, there have been no actual or threatened organizing activities with respect to any employees part of any Company Group MemberCCG Entity to comply with, and no such activities are currently pending or, to the Knowledge of the Company, threatened; (iv) in the past three years, there has been no actual or, to the Knowledge of the Company, threatened strike, lockout, work stoppage, slowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration or other material labor dispute against or affecting any Company Group Member, and no such dispute is currently pending or to the Knowledge of the Company, threatened; and (v) with respect to the Transactions, each Company Group Member has satisfied all notice, bargaining, consent, consultation or other obligations to its employees and employees’ representatives under applicable Law and any CBA or other Contract. (b) Each Company Group Member is, and since December 31, 2017 has been, in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (collectively, the “WARN Act”)), employee trainings and notices, workers’ compensation, labor relations, collective bargaining, employee leave issues, COVID-19, affirmative action and unemployment insurance. (c) To the Knowledge of the Company, no current or former employee or independent contractor of any Company Group Member is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed to any Company Group Member; or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by a Company Group Member. To the Knowledge of the Company, no current employee of any Company Group Member with annualized compensation at or above $150,000, has given notice to the Company that the employee intends to terminate his or her employment prior to the one year anniversary of the Closing. (d) Each Company Group Member has promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination or retaliation allegations of which any of them is or has been made aware in the past three years. With respect to each such allegation with potential merit, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disreputeEmployment. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19. (f) Except as would not result in material liability for the Company Group, the Company Group has fully and timely paid all (i) wages, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to its current or former employees and independent contractors under applicable Laws, Contract or Company Group policy, and (ii) fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensation.

Labor and Employment. (a) Except as set forth on Schedule 4.13(a)Neither the Company nor any of the Company Subsidiaries has experienced any work stoppage, (i) no Company Group Member is a party to or bound by any CBA (including agreements with works councils and trade unions and side letters)labor strike, and no employees of any Company Group Member are represented by any labor unionmaterial slowdown, works councilwalkout, lockout, picketing, or other organized labor organization with respect to their employment; (ii) in dispute or disruption involving the employees, contractors, or other service providers of the Company or any Company Subsidiary within the past three (3) years, no labor union, works council, other labor organization, or group of employees of any Company Group Member has made a demand for recognition or certification, and there are no representation or certification proceedings presently pending orand, to the Knowledge of the Company, threatened to be brought none is threatened. There are, and within the past five (5) years have been, no union organizing or filed with decertification activities involving employees of the National Labor Relations Board Company or any other labor relations tribunal or authority; (iii) to the Knowledge of the Company, in the past three years, there have been no actual or threatened organizing activities with respect to any employees of any Company Group Member, and no such activities are currently pending or, to the Knowledge of the Company, threatened; (iv) in the past three years, there has been no actual or, to the Knowledge of the Company, threatened strike, lockout, work stoppage, slowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration or other material labor dispute against or affecting any Company Group Member, and no such dispute is currently pending or to the Knowledge of the Company, threatened; and (v) with respect to the Transactions, each Company Group Member has satisfied all notice, bargaining, consent, consultation or other obligations to its employees and employees’ representatives under applicable Law and any CBA or other ContractSubsidiary. (b) Each Except as set forth on Section 5.16(b) of the Company Group Member isDisclosure Schedules, the Company and the Company Subsidiaries are, and since December 31, 2017 has for the past three (3) years have been, in compliance in all material respects with all applicable Laws respecting laborlabor and employment, employment and including provisions thereof relating to employment practices, including all Laws respecting terms and conditions of employment, health worker classification, background checks, equal employment opportunity, discrimination, harassment, retaliation, wage deductions and safetywithholdings, paid or unpaid time off work, accommodations, testing, wages and hours hours, immigration, pay equity, collective bargaining, fair labor standards, wrongful discharge, occupational health and safety and personal rights. (including c) There is no pending or, to the classification Knowledge of independent contractors the Company, threatened (i) Action against the Company or any of the Company Subsidiaries by or on behalf of any of their respective employees, applicants for employment, or former employees, or otherwise relating to any of their labor or employment-related practices except as would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, or (ii) material grievance against or involving the Company or any Company Subsidiary, whether or not arising under any collective bargaining agreement or other Contract with any labor union, works council, or other labor organization (“Labor Agreements”). Within the past three (3) years, (y) neither the Company nor any Company Subsidiary has committed any unfair labor practice, and exempt and non-exempt employees), immigration (including the completion z) there have been no allegations of Forms I-9 for all employees and the proper confirmation of employee visas), employment sexual harassment or other discriminatory harassment, discrimination discrimination, or retaliationretaliation involving any officers, whistleblowingexecutives, disability rights or benefitsother senior-level management employees of the Company or of the Company Subsidiaries. No employees of the Company or any Company Subsidiary are represented by a works council, equal opportunityand none are expected to become represented by a works council. (d) Section 5.16(d)(i) of the Company Disclosure Schedules sets forth each Labor Agreement and bargaining relationship to which the Company or any Company Subsidiary is party or by which the Company or any Company Subsidiary is bound (collectively, plant closures “Company Labor Agreements”). Except as set forth on Section 5.16(d)(ii) of the Company Disclosure Schedules, (A) none of the Company Labor Agreements is scheduled to expire, and layoffs (including B) except as the same may be entered into in conjunction in the ordinary course of business consistent in all material respects with past practice to enable the performance by the Company or any Company Subsidiary with respect to the labor requirements needed to fulfil any existing or prospective project agreement entered into by the Company or any Company Subsidiary after the date hereof upon advance written notice to the Buyer, (x) no renewal negotiations with respect thereto are scheduled or anticipated to commence prior to the Closing Date, (y) no Company Labor Agreements are being renegotiated, and no new Labor Agreement that would bind the Company or any Company Subsidiary is being negotiated, and (z) neither the Company nor any Company Subsidiary is under an obligation to negotiate a Labor Agreement. The Company and each Company Subsidiary has or prior to the Closing will have satisfied all notice, information and bargaining obligations owed to any of their employees, contractors, or other service providers and/or their bargaining unit representatives under applicable Law or the Company Labor Agreements. (e) Except as set forth on Section 5.16(e) of the Company Disclosure Schedules, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in, either alone or in combination with any other event, any obligation on behalf of the Company or any Company Subsidiary to consult with, notify, bargain with, or obtain the consent of, any counter-party to any Company Labor Agreement or any other labor union or similar organization. (f) Within the past three (3) years, neither the Company nor any Company Subsidiary has incurred any liability under the U.S. Worker Adjustment and Retraining Notification Act of 1988, as amendedand the regulations promulgated thereunder, or any similar Laws foreign, state or local Law (collectively, the “WARN Act”), and no actions that would require notice or payment under the WARN Act are currently contemplated, planned or announced. In the six (6) month period immediately prior to the date hereof, neither the Company nor any Company Subsidiary has carried out any “employment loss” (as defined in the WARN Act), employee trainings and noticesor layoff or material reduction in hours of work that, workers’ compensationif continued, labor relationsin the aggregate, collective bargaining, employee leave issues, COVID-19, affirmative action and unemployment insurancewould reasonably be expected to constitute a “plant closing” or “mass layoff” under the WARN Act. (cg) During the preceding three (3) years, the Company and each Company Subsidiary has timely and fully paid or adequately accrued all wages, salaries, wage premiums, commissions, bonuses, expense reimbursements, severance, and other compensation that have come due and payable to their employees pursuant to applicable Law, Contract, Company Plan or policy. During the preceding three (3) years, each individual who is providing or has provided services to the Company or any Company Subsidiary is and has at all times been properly classified and treated for all purposes as an exempt or non-exempt employee or an independent contractor, consultant, or other non-employee service provider in accordance with applicable Laws. (h) The Company and each Company Subsidiary has at all times (i) correctly classified those Persons performing services as common law employees, leased employees, independent contractors or agents of the Company or the applicable Company Subsidiary and (ii) complied with all reporting and record keeping requirements related thereto, including filing of Forms W-2 and 1099 (or other applicable forms). (i) Neither the Company nor any Company Subsidiary is a party to, or otherwise bound by any Order from, any Governmental Authority, the effect of which seeks to enjoin, curtail, limit or prohibit any ongoing labor or employment-related practices. The Company and the Company Subsidiaries maintain accurate and complete Form I-9s with respect to each of their current and former employees in accordance with applicable Laws concerning immigration and employment eligibility verification obligations. The Company and the Company Subsidiaries do not employ any employee whose principal work location is outside of the United States. All current employees of the Company or a Company Subsidiary are authorized under applicable immigration Laws to be employed in the United States. Within the past three (3) years, the Company and the Company Subsidiaries have not received an “Employer Correction Request” notice or “no match” letter from the Social Security Administration concerning any current employees, and there have been no Actions against or involving the Company or any Company Subsidiary concerning employment eligibility or other immigration matters. (j) The Company has provided to the Buyer a true, correct and complete list of the names of all present employees (whether full-time, part-time or otherwise) of the Company and the Company Subsidiaries and each such employee’s job title, current annual salary rates, current hourly wages and other compensation (as applicable), hire date, principal work location, nature of employment (e.g., full-time, part-time, leased or other), employment status (e.g., active, on visa, furloughed, on medical, parental, military or other leave and expected date of return to work), union status and affiliation (if any) and status as exempt or non-exempt under applicable wage and hour Laws, in each case as of July 15, 2024. The Company has made available to the Buyer information from which the identity of all individual independent contractors and individual consultants currently engaged by the Company or any Company Subsidiary from which the position, work location, date of retention and rate of remuneration for each such Person can be ascertained. No executive of the Company or any Company Subsidiary, any Key Employee or any Designated Company Shareholder who is an employee of the Company has informed the Company or any Company Subsidiary (whether orally or in writing) of any plan to terminate employment with or services for the Company or any Company Subsidiary, and, to the Knowledge of the Company, no such Person or Persons has any plans to terminate employment with or services for the Company or any Company Subsidiary. (k) Section 5.16(k) of the Company Disclosure Schedules completely and accurately sets forth the aggregate outstanding principal amount of any loans, including the portion thereof that will be forgivable, deferred Taxes or any Tax credits applied for, claimed or received under any applicable Law, Order or directive issued by any Governmental Authority or public health agency in connection with the COVID-19 pandemic, in each case, including under the CARES Act. (l) To the Knowledge of the Company, no current or former employee or independent contractor of the Company or any Company Group Member Subsidiary is in violation in any material respect in violation of any term of any employment agreement, nondisclosure non-disclosure agreement, common law nondisclosure non-disclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, non-competition agreement or restrictive covenant or other obligation: obligation owed to (i) owed to the Company or any Company Group Member; Subsidiary or (ii) owed to any third party with respect to such Personperson’s right to be employed or engaged by a the Company Group Member. To the Knowledge of the Company, no current employee of or any Company Group Member with annualized compensation at or above $150,000, has given notice to the Company that the employee intends to terminate his or her employment prior to the one year anniversary of the ClosingSubsidiary. (d) Each Company Group Member has promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination or retaliation allegations of which any of them is or has been made aware in the past three years. With respect to each such allegation with potential merit, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disrepute. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19. (f) Except as would not result in material liability for the Company Group, the Company Group has fully and timely paid all (i) wages, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to its current or former employees and independent contractors under applicable Laws, Contract or Company Group policy, and (ii) fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensation.

Labor and Employment. (a) Except as set forth on Schedule 4.13(a)No labor strike, (i) no Company Group Member lockout or work stoppage is a party to or bound by any CBA (including agreements with works councils and trade unions and side letters), and no employees of any Company Group Member are represented by any labor union, works council, or other labor organization with respect to their employment; (ii) in the past three years, no labor union, works council, other labor organization, or group of employees of any Company Group Member has made a demand for recognition or certification, and there are no representation or certification proceedings presently pending or, to the Knowledge of the CompanySeller, threatened to be brought or filed with against the National Labor Relations Board or any other labor relations tribunal or authority; (iii) to Business. To the Knowledge of the CompanySeller, no Business Employee has filed any pending arbitration, lawsuit or administrative proceeding against any member of the Seller Group with respect to the Business. Except as set forth in Section 3.19(a) of the Disclosure Schedules, no member of the Seller Group is a party to or bound by a collective bargaining agreement or other labor union or works council Contract applicable to persons employed in the past three yearsBusiness (each, there have been a “Labor Contract”), and no actual or threatened organizing activities trade union holds bargaining rights, with respect to any employees of any Company Group Memberthe Business Employees by way of certification, and no such activities are currently pending orinterim certification, voluntary recognition or succession rights and, to the Knowledge of the CompanySeller, threatened; (iv) in no union organizing activities directed at any member of the past three years, there has been no actual or, Seller Group with respect to the Knowledge of the Company, threatened strike, lockout, work stoppage, slowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration Business Employees are pending or other material labor dispute against or affecting any Company Group Memberthreatened, and no such dispute is currently event has occurred since January 1, 2015. There are no unfair labor practice charges, grievances or complaints pending or to the Knowledge against any member of the Company, threatened; and (v) Seller Group with respect to the Transactions, each Company Group Member has satisfied all notice, bargaining, consent, consultation Business before any Governmental Authority or other obligations to its any current union representation questions involving employees and employees’ representatives under applicable Law and any CBA or other Contractof the Business. (b) Each Company Section 3.19(b) of the Disclosure Schedules (the “Business Employee List”) sets forth to the extent permitted by all applicable Privacy Laws, with respect to each Business Employee as of the date hereof (including any Business Employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, including disability, family or other leave, sick leave or on layoff status subject to recall): (i) the name and title of such Business Employee; (ii) the current employer of such Business Employee (i.e., the Seller or a specified Affiliate of the Seller); (iii) the date on which such Business Employee commenced employment with the Seller or other member of the Seller Group; (iv) whether such Business Employee is on an active or inactive status; (v) the location at which such Business Employee principally works; (vi) such Business Employee’s current employment status (e.g., full-time or part-time; active or leave of absence), (vii) whether such Business Employee is treated as exempt or non-exempt and (viii) any agreements, arrangements or benefits provided to such Business Employee other than standard agreements, arrangements or benefits provided to all similarly situated employees and (ix) current annualized compensation, including current base salary and current target bonus. (c) Section 3.19(c) of the Disclosure Schedules contains a list of all individuals who are currently performing services for any member of the Seller Group Member iswith respect to the Business who are classified as “consultants” or “independent contractors”, the respective compensation of each such person, and a description of any agreement with such person. (d) Except as set forth on Section 3.19(d) of the Disclosure Schedules, with respect to the Business Employees, the Seller and its Affiliates are and since December 31January 1, 2017 has been, 2015 have been in compliance in all material respects with all applicable Laws respecting labor, employment and employment practicesemployment-related Laws, including all Laws respecting terms those related to wages, hours, eligibility for and conditions payment of employmentovertime compensation, health and safety, wages and hours worker classification (including the proper classification of independent contractors and exempt and non-exempt employeesconsultants), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas)Tax withholding, employment harassmentcollective bargaining, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (collectively, the “WARN Act”)), employee trainings and noticesunemployment insurance, workers’ compensation, labor relationspay equity, collective bargainingoccupational health and safety, employee leave immigration, employment discrimination, disability rights, equal opportunity, leaves of absence, affirmative action, plant closing and mass layoff issues, COVID-19occupational safety and health Laws, affirmative action Laws relating to the transfer of employees, and unemployment insurancenotification of and/or consultation with any labor or trade union, staff association, works council or other representative of any Business Employees. (ce) The Transferred Entity does not have, any material Liability for any payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees, interns, independent contractors or consultants (other than routine payments to be made in the normal course of business and consistent with past practice). (f) To the Knowledge of the CompanySeller, no each Business Employee working in the United States is a United States citizen or has a current and valid work visa or former employee or independent contractor of any Company Group Member is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed to any Company Group Member; or (ii) owed to any third party with respect to such Person’s otherwise has the lawful right to be employed work in the United States. The Seller or engaged by an Affiliate of the Seller has in its files a Company Group Member. To Form I-9 that, to the Knowledge of the CompanySeller, was completed in accordance with applicable Law for each Business Employee from whom such form is required under applicable Law (and all such Forms are intended to be included in the Transferred Assets). (g) With respect to the Business Employees, no current member of the Seller Group has engaged in any location closing or employee of any Company Group Member with annualized compensation at or above $150,000, has given notice to layoff activities during the Company that the employee intends to terminate his or her employment ninety (90) day period prior to the one year anniversary of the Closingdate hereof that would violate WARN or any similar state or local plan closing or mass layoff statute, rule or regulation. (dh) Each Company There are no demands or claims outstanding or pending or, to the Knowledge of the Seller, threatened, before any Governmental Authority by any Business Employees for compensation, termination and/or severance benefits payments or vacation pay or vacation time, unpaid meal or rest breaks, or pension benefits, or any other claim threatened or pending before any Governmental Authority (or any state “referral agency”) from any Business Employee or any other Person arising out of the status of any member of the Seller Group Member has promptlyas an employer, thoroughly and impartially investigated all sexual joint employer, contractor or lessor, whether in the form of claims for employment discrimination, harassment, retaliation, unfair labor practices, grievances, wrongful discharge, wage and hour violations, breach of contract, unfair business practice, tort, unfair competition, worker’s compensation, occupational health and safety compensation or other discrimination otherwise. There are no outstanding or retaliation allegations pending or, to the Knowledge of which the Seller, threatened claims or actions against any member of them is or has been made aware in the past three years. With respect to each such allegation with potential merit, each Company Seller Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to the Business under any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, worker’s compensation policy or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disreputeLaw or long-term disability policy. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19. (f) Except as would not result in material liability for the Company Group, the Company Group has fully and timely paid all (i) wages, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to its current or former employees and independent contractors under applicable Laws, Contract or Company Group policy, and (ii) fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensation.

Labor and Employment. (a) Except as set forth on Schedule 4.13(a), (i) no Neither the Company Group Member nor any Subsidiary of the Company is a party to or bound by any CBA (including agreements with works councils and trade unions and side letters), and no employees of any Company Group Member are represented by any labor union, works council, collective bargaining agreement or other labor organization Contract with respect to their employment; (ii) in the past three years, no labor union, works council, a union or other labor organization, (ii) there is no union organizing effort pending, or group of employees of any Company Group Member has made a demand for recognition or certification, and there are no representation or certification proceedings presently pending or, to the Knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; (iii) to the Knowledge of the Company, in the past three years, there have been no actual or threatened organizing activities with respect to any employees of the Company or any Company Group Member, and no such activities are currently pending or, to the Knowledge Subsidiary of the CompanyCompany and (iii) since January 1, threatened; (iv) in the past three years2018, there has been no actual oractual, or to the Knowledge of the Company, threatened strike, lockoutorganized slowdown, work stoppage, slowdownlockout, arbitration, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration hand-billing or other material labor dispute against with respect to any employees of the Company or affecting any Company Group Member, and no such dispute is currently pending or to the Knowledge Subsidiary of the Company, threatened; and (v) with respect to the Transactions, each Company Group Member has satisfied all notice, bargaining, consent, consultation or other obligations to its employees and employees’ representatives under applicable Law and any CBA or other Contract. (b) Each Except as would not be material to the Company Group Member isand its Subsidiaries, taken as a whole, the Company and since December 31, 2017 has been, its Subsidiaries are in compliance in all material respects with all applicable Laws respecting labor, regarding employment and employment practices, including including, without limitation, all Laws respecting terms and conditions of employment, health and safety, employee classification, non-discrimination, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowinghours, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988layoffs, as amended, or any similar Laws (collectively, the “WARN Act”)), employee trainings and noticesaffirmative action, workers’ compensation, labor relations, collective bargainingpay equity, overtime pay, employee leave issues, COVID-19the proper classification of employees and independent contractors, affirmative action the proper classification of exempt and non-exempt employees, immigration and employment authorization (including Form I-9 compliance) and unemployment insurance. (c) To the Knowledge of the Company, since January 1, 2018, no current allegations of sexual or former other unlawful harassment or discrimination have been made against (i) any officer of the Company or its Subsidiaries, or (ii) any employee of the Company or independent contractor its Subsidiaries at the level of any vice-president or above. (d) To the Knowledge of the Company, no employee of the Company Group Member or its Subsidiaries at the level of vice-president or above is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation non-competition agreement, restrictive covenant or other obligation: obligation (i) owed to any the Company Group Member; or its Subsidiaries, or (ii) owed to a former employer of any third party with respect such employee relating (A) to the right of any such Person’s right employee to be employed by the Company or engaged by a Company Group Member. To the Knowledge of the Company, no current employee of any Company Group Member with annualized compensation at its Subsidiaries or above $150,000, has given notice (B) to the Company that the employee intends to terminate his knowledge or her employment prior to the one year anniversary use of the Closing. (d) Each Company Group Member has promptly, thoroughly and impartially investigated all sexual harassment, trade secrets or other discrimination or retaliation allegations of which any of them is or has been made aware in the past three years. With respect to each such allegation with potential merit, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disreputeproprietary information. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March Since January 1, 2020 2018, neither the Company nor any of its Subsidiaries has engaged in layoffs, furloughs or is currently contemplatedemployment terminations, planned whether temporary or announcedpermanent, including and neither the Company nor any of its Subsidiaries has plans to engage in any layoffs, furloughs or employment terminations, whether temporary or permanent, within the next six months. The Company and its Subsidiaries, taken as a result of COVID-19 or any Law directivewhole, guidelines or recommendations by any Governmental Authority in connection with or in response has sufficient employees to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19operate the Business as currently conducted. (f) Except The Company and its Subsidiaries and are not themselves direct government contractors required to comply with Executive Order 11246 and, except as would not result in be material liability for to the Company Groupand its Subsidiaries, taken as a whole, the Company Group has fully and timely paid all (i) wages, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, its Subsidiaries are in compliance with Executive Order 11246 and other compensation that has come due and payable to its current or former employees and independent contractors under applicable Laws, Contract or Company Group policy, and (ii) fines, Taxes, interest, Laws requiring affirmative action or other penalties employment related actions for any failure to pay government contractors or delinquency in paying such compensationsubcontractors.

Labor and Employment. (a) Except as set forth on Schedule 4.13(a)There are no labor agreements, (i) no Company Group Member is a party to collective bargaining agreements, work rules or bound by practices, or any CBA (including other labor-related agreements or arrangements with works councils and trade unions and side letters), and no employees of any Company Group Member are represented by any labor union, labor organization, trade union or works councilcouncil to which the Company or any of its Subsidiaries is a party or bound or covering employees of the Company or any of its Subsidiaries. To the Knowledge of the Company, or other labor organization no union organizing campaign with respect to their employment; (ii) in the past three yearsemployees of the Company or any of its Subsidiaries is threatened or underway, no labor union, works council, other labor organization, trade union, works council or group of employees of the Company or any Company Group Member of the Company's Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, or threatened in writing to be brought or filed with the National Labor Relations Board or any other similar state or foreign Governmental Entity. (b) (i) There is no unfair labor relations tribunal practice charge or authority; (iii) to complaint against the Knowledge Company or any of the Company, in the past three years, there have been no actual or threatened organizing activities with respect to any employees of any Company Group Member, and no such activities are currently its Subsidiaries pending or, to the Knowledge of the Company, threatened; threatened before the National Labor Relations Board or any similar state or foreign Governmental Entity, (ivii) in there is no charge with respect to or relating to the past three years, there has been no actual Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened strikebefore the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices and (iii) neither the Company nor any of its Subsidiaries has received notice of any complaint, lockoutlawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, work stoppageany applicant for employment, slowdownor classes of the foregoing, picketingalleging breach of any express or implied contract of employment, hand billingany Applicable Law governing the employment relationship or the termination thereof, except for such exceptions to the foregoing clauses (i) through (iii) which, individually or in the aggregate, (x) would not reasonably be expected to have a Company Material Adverse Effect and (y) would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance of this Agreement by the Company or materially impair the ability of the Company to take any action necessary to consummate the Merger. (c) The Company and its Subsidiaries are in compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment (including termination of employment), wages, hours of work, occupational safety and health, and worker classification, and are not engaged in any unfair labor practice chargepractices, material including the Fair Labor Standards Act, the Immigration Control and Reform Act, 42 U.S.C. Sec. 1981, 42 U.S.C. Sec. 1985 and Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Health Insurance Portability Protection Act, the whistleblower provisions of Sarbanes-Oxley, the Occupational Safety and Health Act, except for faixxxxx xx xx xx compliance or such practices which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received written notice of the intent of any Governmental Entity responsible for the enforcement of labor grievanceor employment laws to conduct an investigation with respect to or relating to employees and, material labor arbitration or other material labor dispute against or affecting any Company Group Member, and no such dispute is currently pending or to the Knowledge of the Company, threatened; and (v) with respect no such investigation is in progress, in each case, which would reasonably be expected to the Transactions, each have a Company Group Member has satisfied all notice, bargaining, consent, consultation or other obligations to its employees and employees’ representatives under applicable Law and any CBA or other ContractMaterial Adverse Effect. (b) Each Company Group Member is, and since December 31, 2017 has been, in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (collectively, the “WARN Act”)), employee trainings and notices, workers’ compensation, labor relations, collective bargaining, employee leave issues, COVID-19, affirmative action and unemployment insurance. (cd) To the Knowledge of the Company, no current officer of the Company or former employee or independent contractor any of any Company Group Member its Subsidiaries is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant agreement or other obligation: written obligation to a former employer of any such officer relating to (i) owed the right of any such employee to be employed by the Company or any Company Group Member; of its Subsidiaries, or (ii) owed to any third party with respect to such Person’s right to be employed the knowledge or engaged by a Company Group Member. To the Knowledge use of the Company, no current employee of any Company Group Member with annualized compensation at Trade Secrets or above $150,000, has given notice to the Company that the employee intends to terminate his or her employment prior to the one year anniversary of the Closing. (d) Each Company Group Member has promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination or retaliation allegations of which any of them is or has been made aware in the past three years. With respect to each such allegation with potential merit, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disreputeproprietary information. (e) No employee layoffAs of the date hereof, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member within the last three (other than terminations of employees for performance reasons3) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19. (f) Except as would not result in material liability for the Company Groupyears, the Company Group has fully and timely paid all the Company's Subsidiaries have not effectuated (i) wages, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to its current a "plant closing" (as defined in the WARN Act) affecting any site of employment or former employees and independent contractors under applicable Laws, Contract one or more facilities or operating units within any site of employment or facility of the Company Group policy, and or any of the Company's Subsidiaries or (ii) fines, Taxes, interest, a "mass layoff" (as defined in the WARN Act) affecting any site of employment or other penalties for facility of the Company or any failure of the Company's Subsidiaries; nor has the Company or any of the Company's Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to pay trigger application of any similar state or delinquency in paying such compensationlocal law.

Labor and Employment. 3.19.1 A complete list of all employees of the Company as of the most recently available date has been delivered to NEI. Except as disclosed in SCHEDULE 3.19: (a) Except as set forth on Schedule 4.13(a)the Company has not had during the last five years, (i) no Company Group Member nor to the best knowledge of Shareholders is a party to or bound by there currently threatened, any CBA (including agreements with works councils and trade unions and side letters)walkout, and no employees of any Company Group Member are represented by any labor unionstrike, works councilpicketing, work stoppage, work slowdown, union grievance or other similar occurrence relating to union activity or labor organization with respect to their employmentpractices; (iib) in the past three years, Company has not committed any unfair labor practices; (c) there is no labor union, works council, other labor organization, or group of employees of any Company Group Member has made a demand for recognition or certification, and there are no representation or certification proceedings presently pending or, to the Knowledge best knowledge of the CompanyShareholders, threatened to be brought charge or filed with complaint against the Company by the National Labor Relations Board or any other labor relations tribunal comparable state or authoritylocal agency; (iiid) to the Knowledge of the Company, in the past three years, there have been no actual or threatened organizing activities with respect to any employees of any Company Group Member, and no such activities are currently pending or, to the Knowledge of the Company, threatened; (iv) in the past three years, there has been no actual or, to the Knowledge of the Company, threatened strike, lockout, work stoppage, slowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration or other material labor dispute against or affecting any Company Group Member, and no such dispute is currently pending or to the Knowledge of the Company, threatened; and (v) with respect to the Transactions, each Company Group Member has satisfied all notice, bargaining, consent, consultation or other obligations to its employees and employees’ representatives under applicable Law and any CBA or other Contract. (b) Each Company Group Member is, and since December 31, 2017 has been, in compliance complied in all material respects with all applicable Laws respecting laws, rules and regulations relating to the employment of labor, employment and employment practicesincluding those relating to wages, including all Laws respecting terms and hours, conditions of employment, health employee safety and safetyhealth, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees collective bargaining and the proper confirmation payment and withholding of employee visas)taxes; (e) the Company has withheld all amounts required by law or agreement to be withheld from the wages or salaries of its employees, and is not liable for any arrearages of wages or employment harassment, discrimination taxes or retaliation, whistleblowing, disability rights penalties for failure to comply with any of the foregoing; (f) there are no material controversies pending or benefits, equal opportunity, threatened between the Company and any of its employees or former employees; and (g) the Company has not experienced a "plant closures and layoffs (including closing" or "mass layoff" within the meaning of the Worker Adjustment and Retraining Notification Act of 1988Act, as amended, or any similar Laws 29 U.S.C. (collectively, S)(S)2101 et seq. ("WARN") within the “WARN Act”)), employee trainings and notices, workers’ compensation, labor relations, collective bargaining, employee leave issues, COVID-19, affirmative action and unemployment insurancelast five years. (c) To 3.19.2 The International Brotherhood of Electrical Workers has been recognized by the Knowledge Company as the bargaining unit for certain of its employees and such union currently represents approximately 275 of the Company, no current or former employee or independent contractor of any Company Group Member is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed 's employees. All union dues and benefits and contributions to any Company Group Member; or (ii) owed to any third party with respect to such Person’s right to be employed or engaged union pension plans payable by a Company Group Member. To the Knowledge of the Company, no current employee of any Company Group Member with annualized compensation at or above $150,000, has given notice to the Company that the employee intends to terminate his or her employment prior to the one year anniversary of the Closing. (d) Each Company Group Member has promptlyunder collective bargaining agreements have been fully paid, thoroughly and impartially investigated all sexual harassment, or other discrimination or retaliation allegations of which any of them is or has been made aware in the past three years. With respect to each such allegation with potential merit, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disrepute. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19. (f) Except as would not result in material liability for the Company Group, the Company Group has fully and timely paid complied in all (i) wages, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to material respects with its current or former employees and independent contractors obligations under applicable Laws, Contract or Company Group policy, and (ii) fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensationcollective bargaining agreements.

Labor and Employment. (a) Except as set forth on Schedule 4.13(a), disclosed in Section 4.14(a) of the Disclosure Schedules: (i) no the members of the Company Group Member is a party to or bound by any CBA (including agreements with works councils and trade unions and side letters)are, and no employees of any Company Group Member are represented by any labor union, works council, or other labor organization with respect to their employment; (ii) in have been for the past three five (5) years, no labor union, works council, other labor organization, or group of employees of any Company Group Member has made a demand for recognition or certification, and there are no representation or certification proceedings presently pending or, to the Knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; (iii) to the Knowledge of the Company, in the past three years, there have been no actual or threatened organizing activities with respect to any employees of any Company Group Member, and no such activities are currently pending or, to the Knowledge of the Company, threatened; (iv) in the past three years, there has been no actual or, to the Knowledge of the Company, threatened strike, lockout, work stoppage, slowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration or other material labor dispute against or affecting any Company Group Member, and no such dispute is currently pending or to the Knowledge of the Company, threatened; and (v) with respect to the Transactions, each Company Group Member has satisfied all notice, bargaining, consent, consultation or other obligations to its employees and employees’ representatives under applicable Law and any CBA or other Contract. (b) Each Company Group Member is, and since December 31, 2017 has been, in compliance in all material respects with all applicable Laws respecting labor, regarding employment and employment practices, including all Laws respecting terms and conditions of employment, health and safetyequal employment opportunity, veterans’ rights, civil rights, wages and hours (including the hours, immigration, classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all workers as employees and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (collectively, the “WARN Act”)), employee trainings and noticesindependent contractors, workers’ compensation, human rights, anti-discrimination, retaliation, the payment of withholdings and/or social security and similar Taxes, family and medical leaves, plant closings and mass layoffs, and occupational health and safety (hereinafter collectively referred to as the “Employment Laws”); and, no member of the Company Group is liable for the payment of material Taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Employment Laws. (ii) no member of the Company Group is a party to, or bound by, any collective bargaining agreement or labor relationsagreement with any union, collective bargainingguild shop committee, employee association or other labor group that collectively represents employees; (iii) there are no pending or, to the Knowledge of the Sellers, threatened, nor in the past five (5) years have there been any, administrative charges or court complaints or other Legal Proceedings against any member of the Company Group concerning alleged employment discrimination, violation of any Employment Laws, or other employment-related matters; (iv) there are no unfair labor practice charges or complaints pending or, to the Knowledge of the Sellers, threatened, nor in the past five (5) years have there been any, against any member of the Company Group before the National Labor Relations Board or a similar labor relations authority; and (v) there are no work slowdowns, lockouts, stoppages, picketing, strikes, requests for representation or similar labor disputes pending or, to the Knowledge of the Sellers, threatened, nor in the past five (5) years have there been any, between any member of the Company Group and its employees. (b) Section 4.14(b) of the Disclosure Schedules sets forth, as of November 30, 2019, (i) with respect to each employee of each member of the Company Group, such employee’s name; job title; work location; date of hire; employment status (full time or part time, and, if applicable, temporary status); leave issuesstatus, COVID-19if applicable; exempt/non-exempt status with respect to entitlement to overtime wage payments; current annual base salary or current wages; if applicable, affirmative action annual commissions, bonuses, and unemployment insuranceother incentive compensation for each of 2019 and 2020; accrued, but unused vacation; and, if applicable, visa status; and (ii) with respect to each independent contractor who renders services on a regular basis to each member of the Company Group, such independent contractor’s name, nature of services, and compensation. Except as set forth on Section 4.14(b) of the Disclosure Schedules, no such employee is, as of the date hereof, absent on military, family, disability or other extended leave of absence, which is defined as a leave of absence of at least three (3) weeks. Except as set forth on Section 4.13(a) of the Disclosure Schedules, no member of the Company Group is party to any written employment agreements with respect to any such employee. (c) To the Knowledge of the Company, no current or former employee or independent contractor of any Company Group Member is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed to any Company Group Member; or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by a Company Group Member. To the Knowledge of the Company, no current employee of any Company Group Member with annualized compensation at or above $150,000, has given notice to the Company that the employee intends to terminate his or her employment prior to the one year anniversary of the Closing. (d) Each Company Group Member has promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination or retaliation allegations of which any of them is or has been made aware in the past three years. With respect to each such allegation with potential merit, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disrepute. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19. (f) Except as would could not result in material liability Liability for the Company Group, (i) each member of the Company Group has fully and timely paid all (i) wages, salaries, wage premiums, commissions, overtime, bonuses, expense reimbursements, severance and termination payments, fees, and other compensation that has come due and payable to its current or and former employees and independent contractors other service providers under applicable LawsLaw, Contract Contract, or Company Group policy, and (ii) fineseach individual who has provided services to any member of the Company Group within the past five (5) years and who was classified and treated as an independent contractor was properly classified and treated as such for purposes of applicable Law. To the Knowledge of the Sellers, Taxesall employees are legally authorized to work in the jurisdiction in which they perform services for any member of the Company Group. Each member of the Company Group maintains a complete and, interestto the Knowledge of the Sellers, accurate Form I-9 for each employee of the Company Group in the United States. In the past five (5) years, no member of the Company Group has received notice from any Governmental Authority that any member of the Company Group is or has been in violation of any applicable Law pertaining to immigration control or that any current or former employee of any member of the Company Group is or was not legally authorized to be employed in the United States. (d) No current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed to any member of the Company Group plans to terminate employment with any member of the Company Group within the twelve (12) month period following the date hereof. (e) No member of the Company Group has closed any plant or facility, effectuated any layoffs of employees in such numbers as to impose obligations under the WARN Act or any similar state or local plant closing or mass layoff Laws or implemented any early retirement, separation or window program for the past five (5) years, nor has a member of the Company Group planned or announced any such action or program for the future; and each member of the Company Group is, and for the past five (5) years has been, in compliance with its obligations pursuant to the WARN Act and similar state or local plant closing or mass layoff Laws. (f) Each member of the Company Group has maintained workers’ compensation coverage as required by applicable Law through the purchase of insurance and not by self-insurance or otherwise. No member of the Company Group is liable for any payment to any trust or any other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security, income or any other Tax, workers’ compensation or other benefits or obligations for employees (other than routine payments to be made in the Ordinary Course of Business consistent with past practice). There are no pending or to the Knowledge of the Sellers, threatened claims against any member of the Company Group under any workers’ compensation plan or policy, long-term disability plan or policy, or any other benefits plan sponsored by such member of the Company Group. (g) Since January 1, 2015, (i) no allegations of sexual harassment or sexual misconduct have been made against any director, officer or other managerial employee of the Company Group, and (ii) no member of the Company Group has entered into any settlement agreement related to allegations of sexual harassment or sexual misconduct by any employee, officer, director, or other penalties for any failure to pay or delinquency in paying such compensationindividual service provider of the Company Group.

Labor and Employment. (a) Except as set The Company has delivered and otherwise made available to the Buyer a schedule which sets forth on Schedule 4.13(aa true and complete list of all employees and workers of the Company and its Subsidiaries (other than those engaged through a third party), (i) no Company Group Member is a party to or bound by any CBA including for each such individual: the position, base compensation payable, variable compensation pay opportunity (including agreements with works councils commissions and trade unions and side lettersbonuses, if any), date of engagement or hire, location (including city, state, and no country), worker status (independent contractor or employee), employee status (active or on leave, if applicable), job classification (exempt or non-exempt, if applicable), fringe benefit entitlements (other than those applicable to all employees), and, for each employee working in the United States who is not a citizen or permanent resident of the United States, such employee’s visa, work authorization, and/or green card status and the date such work authorization is scheduled to expire. (b) No employees of the Company or any Company Group Member of its Subsidiaries are represented by any labor or trade union, works council, employee association or other employee representative. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to or bound by, any collective bargaining agreement or other agreement with a labor organization with respect to their employment; (ii) in the past three years, no labor or trade union, works council, employee association or other employee representative. There is no union, employee representative or other labor organization, which, pursuant to agreement or applicable Law, must be notified, consulted or with which negotiations need to be conducted in connection with the Merger. Between January 1, 2012 and the date of this Agreement, there have been no strikes, lockouts, slow-downs, work stoppages, picketing, or any other manner of collective labor unrest among the employees of the Company or its Subsidiaries and, during that time, to the Company’s Knowledge, no such actions have been threatened. As of the date of this Agreement, there is no unfair labor practice complaint pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries. To the Company’s Knowledge, as of the date of this Agreement there is no organizational effort presently being made or threatened by or on behalf of any labor or trade union, works council, employee association or current or former Company employee with respect to the Company’s employees and no petition has been filed or Proceedings instituted by, any employee or group of employees of any the Company Group Member has made a demand for recognition or certification, and there are no representation or certification proceedings presently pending or, to the Knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other of its Subsidiaries with any labor relations tribunal or authority; board seeking recognition of a bargaining representative. (iiic) to Between January 1, 2012 and the Knowledge date of the Company, in the past three years, there have been no actual or threatened organizing activities with respect to any employees of any Company Group Member, and no such activities are currently pending or, to the Knowledge of the Company, threatened; (iv) in the past three yearsthis Agreement, there has been no actual orcomplaint or charge filed, nor, to the Knowledge Company’s Knowledge, any complaint or charge threatened, against the Company or any of its Subsidiaries pending before the CompanyNational Labor Relations Board, threatened strikethe Equal Employment Opportunity Commission, lockout, work stoppage, slowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration the Department of Labor or any other material labor dispute against or affecting any Company Group Member, and no such dispute is currently pending or to the Knowledge of the Company, threatened; and (v) with respect to the Transactions, each Company Group Member has satisfied all notice, bargaining, consent, consultation or other obligations to its employees and employees’ representatives under applicable Law and any CBA or other ContractGovernmental Entity. (bd) Each Company Group Member isIn all countries where the Company’s and its Subsidiaries’ employees, contractors, consultants, and since December 31workers are located, 2017 has been, the Company and its Subsidiaries are in compliance in all material respects with all applicable Laws Laws, employment contracts, collective bargaining agreements, and their own policies respecting labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health employee benefits and safetycompensation, wages and hours (including the classification of independent contractors overtime and exempt minimum wage requirements), workplace safety, occupational health and non-exempt employeessafety, vacation pay, overtime pay, pay equity, employee termination (including notice and severance requirements), immigration and work authorization, employee privacy, family, medical and other leaves of absence, classification of employees, consultants and independent contractors (including the completion of Forms I-9 for all employees to as exempt or non-exempt), workers’ compensation and assessments, unemployment insurance, equal employment opportunity, disability rights, affirmative action, human rights and nondiscrimination, nonharassment, and nonretaliation in employment, facility closing and changes in operations and the proper confirmation Company and its Subsidiaries have been in compliance in all material respects therewith since January 1, 2012. (e) All current employees are providing services to the Company or its Subsidiaries in the United States, Sweden or Malta. The employment of all current U.S. employees is terminable “at will”. All current employees may be terminated without any penalty, notice or severance obligations on the part of the Company or its Subsidiaries above the statutory minimum payments required by applicable Law. (f) Since January 1, 2012, neither the Company nor its Subsidiaries have engaged in any facility closing or employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including layoff activities that would trigger application of the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws foreign, state or local Law (collectively, the “WARN Act”)), employee trainings and notices, workers’ compensation, labor relations, collective bargaining, employee leave issues, COVID-19, affirmative action and unemployment insurance. (c) To the Knowledge of the Company, no current or former employee or independent contractor of any Company Group Member is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed to any Company Group Member; or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by a Company Group Member. To the Knowledge of the Company, no current employee of any Company Group Member with annualized compensation at or above $150,000, has given notice to the Company that the employee intends to terminate his or her employment prior to the one year anniversary of the Closing. (d) Each Company Group Member has promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination or retaliation allegations of which any of them is or has been made aware in the past three years. With respect to each such allegation with potential merit, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disrepute. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19. (f) Except as would not result in material liability for the Company Group, the Company Group has fully and timely paid all (i) wages, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to its current or former employees and independent contractors under applicable Laws, Contract or Company Group policy, and (ii) fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensation.

Labor and Employment. (a) Except Schedule 4.13(a)(i) sets forth a complete and accurate list of the directors and officers of Sxxxxxx Company, the Company, Opco and their respective Subsidiaries and Schedule 4.13(a)(ii) sets forth a complete and accurate list of the positions held and employee ID numbers of all employees of Sxxxxxx Company, the Company, Opco and their respective Subsidiaries as set forth on Schedule 4.13(a)of the date hereof; (b) none of Sxxxxxx Company, (i) no Company Group Member the Company, Opco and their respective Subsidiaries is a party to or bound by any CBA labor or collective bargaining agreement; (including agreements with works councils and trade unions and side letters), and c) no employees of any Company Group Member Sxxxxxx Company, the Company, Opco or their respective Subsidiaries are represented by any labor unionorganization, works council, or other and no labor organization with respect to their employment; (ii) in the past three years, no labor union, works council, other labor organization, or group of employees of any Company Group Member Sxxxxxx Company, the Company, Opco or their respective Subsidiaries has made a pending demand for recognition or certificationrecognition, and there are no representation proceedings or certification proceedings petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or filed filed, with the National Labor Relations Board or any other labor relations tribunal or authoritytribunal; (iiid) no labor strike, work stoppage or slowdown has occurred during the past three years, or, to the Knowledge of the Company, in is threatened; (e) there are no unfair labor practice charges, grievances or complaints pending or, to the past three yearsKnowledge of the Company, there have been no actual threatened by or threatened organizing activities with respect to on behalf of any employee or group of employees of Sxxxxxx Company, the Company, Opco or their respective Subsidiaries; (f) there are no complaints, charges or claims against Sxxxxxx Company, the Company, Opco or their respective Subsidiaries pending or, to the Knowledge of the Company, threatened that could be brought or filed, with any Company Group MemberGovernmental Body or based on, arising out of, in connection with or otherwise relating to the employment or termination of employment or failure to employ by Sxxxxxx Company, the Company, Opco or their respective Subsidiaries, of any individual; (g) there is no material occupational safety and no such activities are currently health claim, discrimination complaint, arbitration request, minimum wage claim, overtime claim or other employment-related claim pending or, to the Knowledge of the Company, threatened, in any forum, which, may reasonably, individually or in the aggregate, create a material Liability, or cause Sxxxxxx Company, the Company, Opco or their respective Subsidiaries to incur material expenses or forego material operating savings; and (ivh) in the past three yearssix-month period preceding the date hereof, there has been no actual or(i) none of Sxxxxxx Company, to the Knowledge of the Company, threatened strike, lockout, work stoppage, slowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration or other material labor dispute against or Opco and their respective Subsidiaries has effectuated a “plant closing” (as defined in the WARN Act) affecting any Company Group Membersite of employment or one or more facilities or operating units within any site of employment or facility, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of either Debtor or any of its Subsidiaries, and no such dispute is currently pending or to the Knowledge (iii) neither of the Company, threatened; and (v) with respect Debtors nor any of their respective Subsidiaries has engaged in layoffs or employment terminations sufficient in number to trigger application of the Transactions, each Company Group Member has satisfied all notice, bargaining, consent, consultation or other obligations to its employees and employees’ representatives under applicable Law and any CBA or other Contract. (b) Each Company Group Member is, and since December 31, 2017 has been, in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification WARN Act of 1988, as amended, or any similar Laws (collectively, the “WARN Act”)), employee trainings and notices, workers’ compensation, labor relations, collective bargaining, employee leave issues, COVID-19, affirmative action and unemployment insurancestate or local law or regulation. (c) To the Knowledge of the Company, no current or former employee or independent contractor of any Company Group Member is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed to any Company Group Member; or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by a Company Group Member. To the Knowledge of the Company, no current employee of any Company Group Member with annualized compensation at or above $150,000, has given notice to the Company that the employee intends to terminate his or her employment prior to the one year anniversary of the Closing. (d) Each Company Group Member has promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination or retaliation allegations of which any of them is or has been made aware in the past three years. With respect to each such allegation with potential merit, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disrepute. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19. (f) Except as would not result in material liability for the Company Group, the Company Group has fully and timely paid all (i) wages, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to its current or former employees and independent contractors under applicable Laws, Contract or Company Group policy, and (ii) fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensation.

Labor and Employment. (a) Except as set forth on Schedule in Section 4.13(a)) of the Company Disclosure Letter, (i) no the Company Group Member has not agreed to recognize any labor union or other collective bargaining representative, nor has any labor union or other collective bargaining representative been certified as the exclusive bargaining representative of any Employees of the Company, (ii) the Company is not a party to or bound by any CBA (including agreements with works councils and trade unions and side letters), collective bargaining agreement applicable to any Employees and no employees of any Company Group Member collective bargaining agreements are represented by any labor unionbeing negotiated, works council, or other labor organization with respect to their employment; (iiiii) in the past three years, there is no labor unionstrike or labor dispute, works councilslow down, other labor organization, lockout or group of employees of any Company Group Member has made a demand for recognition or certification, and there are no representation or certification proceedings presently stoppage actually pending or, to the Knowledge of the Company, threatened against the Company, and the Company has not experienced any labor strikes or material labor disputes, slowdowns, lockouts or stoppages since January 1, 2009, (iv) the Company is not engaged in any unfair labor practices, and no unfair labor practice charges or complaints before any Governmental Entity are pending or, to be brought the Knowledge of the Company, threatened against the Company and (v) to the Knowledge of the Company, no labor union or filed other collective bargaining representative claims to or is seeking to represent any Employees and no union organizational campaign or representation petition is currently pending with respect to any Employees. (b) Except as disclosed in Section 4.13(b) of the National Labor Relations Board Company Disclosure Letter, as of the date hereof, and since January 1, 2009, there have not been any plant closings, mass layoffs or other terminations of Employees which would create any other obligations upon or liabilities for the Company under the Worker Adjustment and Retraining Notification Act or similar laws. (c) Except as set forth in Section 4.13(c) of the Company Disclosure Letter, the Company (i) has, during the last twenty-four (24) months, to the Knowledge of the Company, been in compliance with all Laws relating to employment, equal employment opportunity, affirmative action, nondiscrimination, civil rights, immigration, wages, hours, benefits, family and medical leaves, military leaves of absence, collective bargaining, the collection and payment of withholding and social security taxes and similar Taxes, occupational safety and health, workers compensation, unemployment compensation, substance abuse testing, work force reductions and plant closing, national labor relations tribunal relations, unfair labor practices, and COBRA (“Laws relating to Employment”), and (ii) the Company has not, in the last twenty four (24) months, received any communication from any Governmental Entity that alleges that the Company is not in compliance with any Law relating to Employment that has not been resolved. (d) Except as set forth in Section 4.13(d) of the Company Disclosure Letter, as of the date hereof, (i) there is no pending or, to the Knowledge of the Company, threatened legal or authority; administrative proceeding, claim, suit, action, arbitration, grievance or investigation against or involving the Company or its assets or rights relating to labor or employment matters, (ii) there is no injunction, order, judgment, ruling or decree imposed upon the Company relating to labor or employment matters, and (iii) to the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in a violation by the past three yearsCompany of, there have been no actual or threatened organizing activities with respect to any employees of any Company Group Member, and no such activities are currently pending or, to a failure on the Knowledge part of the CompanyCompany to comply with, threatened; (iv) in the past three years, there has been no actual or, to the Knowledge of the Company, threatened strike, lockout, work stoppage, slowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration or other material labor dispute against or affecting any Company Group Member, and no such dispute is currently pending or to the Knowledge of the Company, threatened; and (v) with respect to the Transactions, each Company Group Member has satisfied all notice, bargaining, consent, consultation or other obligations to its employees and employees’ representatives under applicable Law and any CBA or other Contract. (b) Each Company Group Member is, and since December 31, 2017 has been, in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (collectively, the “WARN Act”)), employee trainings and notices, workers’ compensation, labor relations, collective bargaining, employee leave issues, COVID-19, affirmative action and unemployment insurance. (c) To the Knowledge of the Company, no current or former employee or independent contractor of any Company Group Member is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed to any Company Group Member; or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by a Company Group Member. To the Knowledge of the Company, no current employee of any Company Group Member with annualized compensation at or above $150,000, has given notice to the Company that the employee intends to terminate his or her employment prior to the one year anniversary of the Closing. (d) Each Company Group Member has promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination or retaliation allegations of which any of them is or has been made aware in the past three years. With respect to each such allegation with potential merit, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disreputeEmployment. (e) No employee layoff, facility closure The Company has furnished or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees made available to the Purchaser copies of any each OSHA Form 300 and 300A completed and maintained by the Company Group Member (other than terminations at each of employees for performance reasons) has occurred its facilities since March January 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-192009. (f) Except as would not result in material liability for the Company Group, the Company Group has fully and timely paid all (i) wages, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to its current or former employees and independent contractors under applicable Laws, Contract or Company Group policy, and (ii) fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensation.

Labor and Employment. (a) Schedule 3.18(a) contains a complete and accurate list of the following information for each current employee of each of the Acquired Companies, including each employee on leave of absence or layoff status: (i) name; (ii) job title; (iii) date of hiring or engagement; (iv) current salary or hourly wage compensation paid or payable; and (v) sick and vacation leave that is accrued but unused. (b) Except as set forth on Schedule 4.13(a3.18(b), each of the Acquired Companies is, and at all times since May 4, 2019 has been, in material compliance with all Laws relating to employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining and other requirements, the payment of social security and similar taxes and occupational safety and health. To the Acquired Companies’ Knowledge, no Acquired Company is liable for the payment of any taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Laws. No Action is pending against any of the Acquired Companies or, to the Acquired Companies’ Knowledge, threatened against any of the Acquired Companies under any of the foregoing Laws. There is no Action pending before the Equal Employment Opportunity Commission, the U.S. Department of Labor, the Occupational Safety and Health Administration or any other Governmental Authority (with respect to the matters in this Section 3.18) for which any of the Acquired Companies has received any written notice, or, to the Acquired Companies’ Knowledge, which has been threatened against any of the Acquired Companies. Except as set forth on Schedule 3.18(b), in the past six years (or, in the case of the following clause (y), to the Acquired Companies’ Knowledge, prior to such time), (x) no allegations of sexual harassment or sexual misconduct have been made against any officer or director of any Acquired Company or any Service Provider in a supervisory role, and (y) no officer or director of any Acquired Company or any Service Provider (or any Related Party in connection with his, her or its involvement with the Acquired Companies) has entered into any settlement agreement related to allegations of sexual harassment or sexual misconduct by any such Person. (c) Except as set forth on Schedule 3.18(c), (i) no Company Group Member since May 4, 2019, each of the Acquired Companies has not been, and is not now, a party to or bound by any CBA (including agreements with works councils and trade unions and side letters), and no employees of any Company Group Member are represented by any labor union, works council, collective bargaining agreement or other labor organization with respect to their employmentcontract; (ii) in since May 4, 2019, there has not been, there is not presently pending or existing, and to the past three yearsAcquired Companies’ Knowledge there is not threatened, no labor unionany strike, works councilslowdown, other labor organizationpicketing, or group work stoppage involving any of employees the Acquired Companies; (iii) there is not pending, or to the Acquired Companies’ Knowledge threatened, against or affecting any of the Acquired Companies, any Action relating to the alleged violation of any Company Group Member has made a demand for recognition Laws pertaining to labor relations or certificationemployment matters, and there are no representation including any charge or certification proceedings presently pending or, to the Knowledge of the Company, threatened to be brought or complaint filed with the National Labor Relations Board or any other labor relations tribunal or authority; (iii) to the Knowledge of the Company, in the past three years, there have been no actual or threatened organizing activities with respect to any employees of any Company Group Membercomparable Governmental Authority, and there is no such activities are currently pending or, to the Knowledge of the Company, threatened; (iv) in the past three years, there has been no actual or, to the Knowledge of the Company, threatened strike, lockout, work stoppage, slowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration organizational activity or other material labor dispute against or affecting any Company Group Memberof the Acquired Companies; (iv) to the Acquired Companies’ Knowledge, no application or petition for an election of or for certification of a collective bargaining agent is pending; (v) there is no lockout of any employees by any of the Acquired Companies and no such dispute action is contemplated by any of the Acquired Companies. (d) Except as set forth in Schedule 3.18(d), (i) each of the Acquired Companies is and since May 4, 2019, has been in material compliance with all Laws relating to the hiring and the employment of labor, including provisions thereof relating to immigration, (ii) I-9 Forms have been timely and properly completed in material compliance with applicable Laws for all employees currently employed by any Acquired Company, (iii) I-9 Forms for all employees currently employed by any Acquired Company have been lawfully retained, and (iv) I-9 Forms for all former employees terminated within the 12-month period prior to Closing have been retained for the required length of time. There is no Action pending or to the Acquired Companies’ Knowledge threatened against any of the CompanyAcquired Companies relating to compliance with local, threatened; and (v) with respect to the Transactionsstate or federal immigration Laws or regulations. Except as set forth in Schedule 3.18(d), each Company Group Member there has satisfied all noticebeen no letter, bargaining, consent, consultation correspondence or other obligations to its employees and employees’ representatives under applicable Law and communication received by any CBA of the Acquired Companies from the U.S. Department of Homeland Security, U.S. Social Security Administration, or any other ContractGovernmental Authority regarding the employment authorization status, or discrepancy with the social security numbers of any current employee. (be) Each Company Group Member is, and since December 31, 2017 has been, Except as set forth in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employeesSchedule 3.18(e), immigration during the ninety (including 90) day period prior to the completion date of Forms I-9 for all employees and this Agreement, no Acquired Company has taken any action that would constitute a “mass layoff’ or “plant closing” within the proper confirmation meaning of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or and/or any similar Laws state, local or foreign plant closing Law (collectively“WARN Act Laws”) or that could otherwise reasonably be expected to trigger a notice requirement or result in a material liability or obligation of, or material restriction on, the “WARN Act”)), employee trainings and notices, workers’ compensation, labor relations, collective bargaining, employee leave issues, COVID-19, affirmative action and unemployment insurance. (c) To the Knowledge of the Company, no current or former employee or independent contractor of any Company Group Member is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed to any Company Group Member; or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by a Company Group Member. To the Knowledge of the Company, no current employee of any Company Group Member with annualized compensation at or above $150,000, has given notice to the Company that the employee intends to terminate his or her employment prior to the one year anniversary of the Closing. (d) Each Company Group Member has promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination or retaliation allegations of which any of them is or has been made aware in the past three years. With respect to each such allegation with potential merit, each Company Group Member has Acquired Companies taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disrepute. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19whole under the WARN Act Laws. (f) Except as would not result in material liability for the Company Group, the Company Group has fully and timely paid all (i) wages, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to its current or former employees and independent contractors under applicable Laws, Contract or Company Group policy, and (ii) fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensation.

Labor and Employment. (a) Except as set forth on Schedule 4.13(a4.23(a), except as otherwise required by law, (i) no Company Group Member is a party to or bound by any CBA (including agreements with works councils and trade unions and side letters), and no none of the employees of any of the Company Group Member Entities are represented by any labor union, works councillabor organization, or other labor organization with respect to their employmentsimilar Person; (ii) in the past three years, no Company Group Entity is party to any collective bargaining agreement or other Contract with any labor union, works council, other labor organization, or group of employees of any Company Group Member has made a demand for recognition or certification, and there are no representation or certification proceedings presently pending or, to the Knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authoritysimilar Person; (iii) to the Knowledge of the CompanyCompanies, no union organization campaign is or has been in the past three years, there have been no actual progress or threatened organizing activities with respect to any employee or group of employees of any the Company Group MemberEntities; (iv) no labor dispute, and no such activities are currently pending walk out, strike, lockout, hand billing, slowdown, union election petition, demand for recognition, unfair labor practice, picketing, or work stoppage involving the employees of the Company Group Entities has occurred, is in progress or, to the Knowledge of the CompanyCompanies, threatened; (iv) has been threatened in the past three (3) years; and (v) to the Knowledge of the Companies, there is no unfair labor practice charge or complaint, grievance, or labor arbitration pending or threatened against any of the Company Group Entities before the National Labor Relations Board or any Governmental Authority or arbitrator. All of the employees and other individual service providers who perform material services for the Business are employed or engaged by a Company Group Entity or an Affiliate. (b) Except as would not reasonably be expected to be material to the Company Group Entities taken as a whole, each Company Group Entity is and has been in the past three (3) years in compliance, with all applicable Laws relating to labor, employment, and employment practices, including provisions thereof relating to wages, hours, overtime, pay statements, meal and rest breaks, terms and conditions of employment, equal employment opportunity, collective bargaining, worker classification (including classification of individuals as employees or independent contractors, and classification of employees as exempt or nonexempt), health and safety, reimbursements, record-keeping, paid time off, plant closings and mass layoffs, immigration, employment discrimination, sexual or other harassment, training (including harassment training), disability rights or benefits, retaliation, pay equity, employee privacy, drug testing, background checks, hirings, terminations, workers’ compensation, leaves of absence (including the Family and Medical Leave Act, paid sick and safe leave, and leave relating to COVID-19), COVID-19 Measures, employee benefits, unemployment insurance, and the payment of social security and other Taxes. Except as would not reasonably be expected to result in material liability to the Company Group Entities taken as a whole, each employee and partner of each Company Group Entity is authorized to work for the Company Group Entities under applicable immigration Law, and no employee or partner is, or has been in the past three (3) years, there employed or engaged by any Company Group Entity in violation of any immigration or similar requirements under applicable Laws. Except as would not reasonably be expected to result in material liability to the Company Group Entities taken as a whole, the Company Group Entities have properly completed and retained a Form I-9 for each employee and partner of the Company Group Entities to the extent required by applicable Law. Except as would not reasonably be expected to result in material liability to the Company Group Entities taken as a whole, each individual who is or has been, in the past three (3) years, employed by any Company Group Entity is and has been accurately classified as overtime exempt or overtime nonexempt under all applicable Laws. Each individual who is rendering or has, in the past three (3) years, rendered services to a Company Group Entity is and has been accurately classified as an employee, independent contractor, or otherwise under all applicable Laws. (c) Except as otherwise disclosed on Schedule 4.23(c), in the past three (3) years, no actual allegations of sexual or other harassment have been made to any Company Group Entity or Company Fund (or, to the Knowledge of the CompanyCompanies, threatened strikeany other Person) against any Non-Founder Partner, lockoutor any other senior employee, work stoppagedirector, slowdownofficer, picketingmember, hand billingmanager, unfair labor practice charge, material labor grievance, material labor arbitration or other material labor dispute against or affecting partner of any Company Group MemberEntity, in each case, that has resulted or would be reasonably likely to result in material liability to any Company Group Entity or material damage to the reputation or business relationships of any Company Group Entity, and no Company Group Entity has entered into any settlement, consent decree, or other Contract resolving such dispute allegations. (d) Except as otherwise disclosed on Schedule 4.23(d), and except (i) for any employees who are subject to an employment agreement or other Contract or form thereof that has been provided to Acquiror, or (ii) as required by any generally applicable Laws (and not pursuant to any Contract between any Company Group Entity and such employee) with respect to any employees outside of the United States, the employment or engagement of each employee and partner of each Company Group Entity is currently pending terminable on 60 days’ notice or less without severance (other than compensation in respect of the notice period). Except as previously disclosed to the Acquiror Parties, no Alabama Partner has submitted his or her resignation or, to the Knowledge of the CompanyAPI Entities, threatened; and intends to resign within the twelve (v12) with respect months following the Closing Date. Except as would not reasonably be expected to be material to the Transactions, each Company Group Member has satisfied Entities taken as a whole, all noticeamounts that are or have been due or owing for all salary, bargainingwages, consentbonuses, consultation commissions, paid time off, compensation, reimbursements, and benefits under the Plans, applicable Law, Contracts, policies, or other obligations to its employees otherwise have been fully and employees’ representatives under applicable Law and any CBA or other Contracttimely paid. (be) Each In the past three (3) years, no Company Group Member isEntity has ordered or implemented a plant closing, and since December 31, 2017 has been, in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including all Laws respecting terms and conditions mass layoff or similar event within the meaning of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (collectively, the “WARN Act”)), employee trainings and notices, workers’ compensation, labor relations, collective bargaining, employee leave issues, COVID-19, affirmative action and unemployment insurance. (c) To the Knowledge of the Company, no current or former employee or independent contractor of any Company Group Member is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed to any Company Group Member; or (ii) owed to any third party Law with respect to such Person’s right to be employed or engaged by a Company Group Member. To the Knowledge of the Companywhich any material liability remains unsatisfied, and no current employee of any Company Group Member with annualized compensation at or above $150,000plant closings, has given notice to the Company that the employee intends to terminate his or her employment prior to the one year anniversary of the Closing. (d) Each Company Group Member has promptly, thoroughly and impartially investigated all sexual harassmentmass layoffs, or other discrimination or retaliation allegations of which any of them is or has been made aware in the past three years. With respect to each such allegation with potential merit, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disreputesimilar events are planned. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19. (f) Except as would not result in material liability for the Company Group, the Company Group has fully and timely paid all (i) wages, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to its current or former employees and independent contractors under applicable Laws, Contract or Company Group policy, and (ii) fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensation.

Labor and Employment. (a) Section 4.17(a) of the Company Disclosure Letter sets forth a complete list of all employees of the Company and any of its Subsidiaries, together with their titles, service dates and terms of employment, including current wages, salaries or hourly rate of pay, and bonus (whether monetary or otherwise). Except as set forth disclosed in Section 4.17(a) of the Company Disclosure Letter, no such employee is on Schedule 4.13(a)long-term disability leave, extended absence or worker’s compensation leave. None of the employees listed in Section 4.17(a) of the Company Disclosure Letter has indicated an intention to resign their employment. All current assessments under applicable workers compensation legislation in relation to the employees listed in Section 4.17(a) of the Company Disclosure Letter have been paid or accrued by the Company and its Subsidiaries, as applicable, and the Company and its Subsidiaries are not subject to any special or penalty assessment under such legislation which has not been paid. (ib) no Neither the Company Group Member nor any of its Subsidiaries is a party to or bound by any CBA (including agreements with works councils and trade unions and side letters), and no employees of any Company Group Member are represented by any labor union, works council, or other labor organization with respect to their employment; (ii) in the past three years, no labor union, works council, other labor organization, or group of employees of any Company Group Member has made a demand for recognition or certification, collective bargaining agreement and there are no representation labor unions, works councils or certification proceedings presently pending orother organizations representing, purporting to the Knowledge represent or attempting to represent any employee of the Company, threatened to be brought or filed with the National Labor Relations Board Company or any other labor relations tribunal or authority; (iii) to the Knowledge of the Company, in the past three years, there have been no actual or threatened organizing activities with respect to any employees of any Company Group Member, and no such activities are currently pending or, to the Knowledge of the Company, threatened; (iv) in the past three years, there has been no actual or, to the Knowledge of the Company, threatened its Subsidiaries. No strike, lockout, work stoppage, slowdown, picketing, hand billingwork stoppage, unfair labor practice charge, material labor grievance, material labor arbitration concerted refusal to work overtime or other material similar labor dispute against or affecting any Company Group Memberactivity has occurred, and no such dispute is currently pending or been threatened or, to the Knowledge knowledge of the Company, threatened; and (v) is anticipated with respect to any employee of the TransactionsCompany or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, each arbitration or litigation and there is no representation petition pending, threatened or, to the knowledge of the Company, anticipated with respect to any employee of the Company Group Member or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has satisfied all notice, bargaining, consent, consultation or other obligations to engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Company and its employees and employees’ representatives under applicable Law and any CBA or other Contract. (b) Each Company Group Member is, and since December 31, 2017 has been, Subsidiaries are in compliance in all material respects with all applicable Laws respecting labor, relating to employment and employment practices, including all Laws respecting workers’ compensation, terms and conditions of employment, health and worker safety, wages and hours (including the classification of independent contractors hours, civil rights, discrimination, immigration, collective bargaining, and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988Act, as amended, 29 U.S.C. § 2109 et seq. or any similar Laws the regulations promulgated thereunder (collectively, the “WARN Act”)). There have been no claims of harassment, employee trainings and noticesdiscrimination, workers’ compensationretaliatory act or similar actions against any employee, labor relationsofficer or director of the Company or any of its Subsidiaries at any time during the past four years and, collective bargaining, employee leave issues, COVID-19, affirmative action and unemployment insurance. (c) To to the Knowledge knowledge of the Company, no current facts exist that could reasonably be expected to give rise to such claims or former employee actions. To the Company’s knowledge, no employees of the Company or independent contractor any of any Company Group Member is its Subsidiaries are in any material respect in violation of any term of any employment contract, non-disclosure agreement, nondisclosure non-competition agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, or any restrictive covenant or other obligation: (i) owed to a former employer relating to the right of any Company Group Member; or (ii) owed to any third party with respect to such Person’s right employee to be employed by the Company or engaged by a Company Group Member. To the Knowledge any of its Subsidiaries because of the Company, no current employee nature of the business conducted or presently proposed to be conducted by the Company or any Company Group Member with annualized compensation at of its Subsidiaries or above $150,000, has given notice to the Company that the employee intends to terminate his use of trade secrets or her employment prior to the one year anniversary proprietary information of the Closingothers. (d) Each Company Group Member has promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination or retaliation allegations of which any of them is or has been made aware in the past three years. With respect to each such allegation with potential merit, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disrepute. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19. (f) Except as would not result in material liability for the Company Group, the Company Group has fully and timely paid all (i) wages, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to its current or former employees and independent contractors under applicable Laws, Contract or Company Group policy, and (ii) fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensation.

Labor and Employment. Set forth on Schedule 3.18(a) is a list of all written agreements with employees of Company or Company Subsidiary who work primarily for the Risk Center Business or the E Team Business that cannot be terminated at will upon 30 days’ notice, and Company has made available to Buyer correct and complete copies of each such agreement. Schedule 3.18(b) sets forth the name, position, start date, and salary (aincluding any bonuses and commissions) of the individuals employed primarily in the Risk Center Business or E Team Business (collectively, the “Company Employees”) and the names, description of services and last 12 months of payments with respect to any independent contractors and consultants used primarily in connection with the Risk Center Business or E Team Business (collectively, the “Company Contractors”). Except as set forth on Schedule 4.13(a3.18(c), (i) no Company Group Member or Company Subsidiary, as applicable, is a party to or bound by any CBA (including agreements with works councils and trade unions and side letters), and no employees of any Company Group Member are represented by any labor union, works council, or other labor organization with respect to their employment; (ii) in the past three years, no labor union, works council, other labor organization, or group of employees of any Company Group Member has made a demand for recognition or certification, and there are no representation or certification proceedings presently pending or, to the Knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; (iii) to the Knowledge of the Company, in the past three years, there have been no actual or threatened organizing activities with respect to any employees of any Company Group Member, and no such activities are currently pending or, to the Knowledge of the Company, threatened; (iv) in the past three years, there has been no actual or, to the Knowledge of the Company, threatened strike, lockout, work stoppage, slowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration or other material labor dispute against or affecting any Company Group Member, and no such dispute is currently pending or to the Knowledge of the Company, threatened; and (v) with respect to the Transactions, each Company Group Member has satisfied all notice, bargaining, consent, consultation or other obligations to its employees and employees’ representatives under applicable Law and any CBA or other Contract. (b) Each Company Group Member is, and since December 31, 2017 has been, in compliance in all material respects with all applicable Laws respecting laborlaws, rules and regulations relating to the employment of labor and employment practiceshas withheld and paid to the appropriate governmental entities or is holding for payment not yet due to such governmental entities, including all Laws respecting terms amounts required to be withheld from employees of Seller or Company Subsidiary, as applicable, and conditions is not liable for any arrears of employmentwages, health and safetytaxes, wages and hours (including penalties or other sums for failure to comply with any of the classification foregoing, except where any such noncompliance would not have a material adverse effect. Neither Company nor Company Subsidiary is a party to or otherwise bound by any collective bargaining agreement or contract with a labor union or other labor organization, nor is Company or Company Subsidiary the subject of independent contractors and exempt and non-exempt employeesany proceeding or claim asserting that it or any of its employees has committed an unfair labor practice or seeking to compel it to bargain with any labor union or labor organization. Except as set forth in Schedule 3.18(d), immigration neither Company nor Company Subsidiary has since the date that is two (including 2) years before the completion date of Forms I-9 for all employees and the proper confirmation of employee visas)this Agreement, employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amendedbeen subject to any labor union organizing activity, or any similar Laws (collectivelylabor strike, dispute with any labor union or labor organization, walkout, work stoppage, slow-down or lockout, and none of the “WARN Act”))foregoing is pending, employee trainings and noticesnor, workers’ compensation, labor relations, collective bargaining, employee leave issues, COVID-19, affirmative action and unemployment insurance. (c) To to the Knowledge of the CompanySeller, no current or former employee or independent contractor of any Company Group Member is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed to any Company Group Member; or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by a Company Group Member. To the Knowledge of the Company, no current employee of any Company Group Member with annualized compensation at or above $150,000, has given notice to the Company that the employee intends to terminate his or her employment prior to the one year anniversary of the Closingthreatened. (d) Each Company Group Member has promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination or retaliation allegations of which any of them is or has been made aware in the past three years. With respect to each such allegation with potential merit, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disrepute. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19. (f) Except as would not result in material liability for the Company Group, the Company Group has fully and timely paid all (i) wages, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to its current or former employees and independent contractors under applicable Laws, Contract or Company Group policy, and (ii) fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensation.

Labor and Employment. (a) Except as set forth on Schedule 4.13(a)in Section 5.19 of the Disclosure Schedule, (i) no employee of the Company Group Member or the Subsidiary is a party to or bound by any CBA (including agreements with works councils and trade unions and side letters), and no employees of any Company Group Member are represented by any a labor union, works councilwork council or similar organization in connection with their employment by the Company or the Subsidiary, (ii) neither the Company nor the Subsidiary is party to, or otherwise subject to, any collective bargaining agreement or other labor organization with respect to their employment; union contract, (iiiii) no petition is currently pending, instituted or in the past three years, no labor union, works council, other labor organization, progress by an employee or group of employees of the Company or the Subsidiary with any labor relations board seeking recognition of a bargaining representative, (iv) there is no organizational effort currently being made or, to Company's Knowledge, threatened by, or on behalf of, any labor union to organize employees of the Company Group Member has made a or the Subsidiary and no written demand for recognition of employees of the Company or certificationthe Subsidiary has been made to the Company or the Subsidiary by, and or on behalf of, any labor union, (v) there are no representation unfair labor practice complaints pending against the Company or certification proceedings presently pending or, to the Knowledge of the Company, threatened to be brought or filed with Subsidiary before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving employees of the Company or the Subsidiary, and (vi) there is no labor relations tribunal strike, work stoppage, material grievance, collective bargaining dispute, or authority; (iii) lockout pending, or, to the Knowledge of the Company's Knowledge, in the past three yearsthreatened, there have been no actual by or threatened organizing activities with respect to any employees of any the Company Group Member, and no such activities are currently pending or, to or the Knowledge of the Company, threatened; (iv) in the past three years, there has been no actual or, to the Knowledge of the Company, threatened strike, lockout, work stoppage, slowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration or other material labor dispute against or affecting any Company Group Member, and no such dispute is currently pending or to the Knowledge of the Company, threatened; and (v) with respect to the Transactions, each Company Group Member has satisfied all notice, bargaining, consent, consultation or other obligations to its employees and employees’ representatives under applicable Law and any CBA or other ContractSubsidiary. (b) Each of the Company Group Member isand the Subsidiary is in compliance with all employment agreements, consulting, independent contractor and other service contracts, severance and separation agreements, and since December 31bonus, 2017 profit sharing, and incentive compensation agreements. (c) Neither the Company nor the Subsidiary, during the four (4) year period prior to the date hereof, has been, in compliance taken any action that would constitute a "Mass Layoff" or "Plant Closing" within the meaning of the Worker Adjustment Retraining and Notification Act (the "WARN Act") or would otherwise trigger notice requirements or liability under any plant closing notice Law without complying in all material respects with the applicable requirements under the WARN Act or such other applicable plant closing notice Law. (d) Each of the Company and the Subsidiary is in material compliance with all applicable Laws Laws, rules and regulations respecting laboremployment, employment and employment practices, including all Laws respecting terms and conditions of employment, health worker classification, prohibited discrimination, equal employment, fair employment practices, immigration status, employee safety and safetyhealth, wages and hours (including the classification of independent contractors and exempt and non-exempt employeesovertime wages), immigration (including the completion compensation and hours of Forms I-9 for all employees and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (collectively, the “WARN Act”)), employee trainings and notices, workers’ compensation, labor relations, collective bargaining, employee leave issues, COVID-19, affirmative action and unemployment insurancework. (c) To the Knowledge of the Company, no current or former employee or independent contractor of any Company Group Member is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed to any Company Group Member; or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by a Company Group Member. To the Knowledge of the Company, no current employee of any Company Group Member with annualized compensation at or above $150,000, has given notice to the Company that the employee intends to terminate his or her employment prior to the one year anniversary of the Closing. (d) Each Company Group Member has promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination or retaliation allegations of which any of them is or has been made aware in the past three years. With respect to each such allegation with potential merit, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disrepute. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19. (f) Except as would not result in material liability for the Company Group, the Company Group has fully and timely paid all (i) wages, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to its current or former employees and independent contractors under applicable Laws, Contract or Company Group policy, and (ii) fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensation.

Labor and Employment. (a) Except Each such current Merger Partner Employee is retained at-will and none of such current Merger Partner Employees is a party to a written employment agreement or contract with Merger Partner or any Subsidiary contradicting their at-will employment. Each current Merger Partner Employee has entered into Merger Partner’s or such Subsidiary’s standard form of confidentiality, non-competition and assignment of inventions agreement, a copy of which has previously been delivered to Public Company. All of the agreements referenced in the preceding sentence will continue to be in full force and effect immediately following the Closing in accordance with the terms thereof as set forth on Schedule 4.13(a)in effect immediately prior to the Closing. (b) Since January 1, 2020, neither Xxxxxx Partner nor any Subsidiary of Merger Partner has breached or violated 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), workers’ compensation, family and medical leave, the Immigration Reform and Control Act and occupational safety and health requirements, or (ii) employment or other individual service provider agreement, in each case except as would not, individually or in the aggregate, reasonably be expected to be material to Merger Partner and its Subsidiaries, taken as a whole. As of the date hereof, no Company Group Member material claims, controversies, investigations, audits or other Legal Proceedings are pending or, to the Knowledge of Merger Partner, threatened, with respect to such Laws or agreements, either by private Persons or by Governmental Entities. (c) Neither Merger Partner nor any Subsidiary of Merger Partner is a party to or bound by any CBA (including agreements with works councils and trade unions and side letters)collective bargaining agreement, and no employees nor has either of them experienced any Company Group Member are represented by any labor union, works council, or other labor organization with respect to their employment; (ii) in the past three years, no labor union, works council, other labor organization, or group of employees of any Company Group Member has made a demand for recognition or certification, and there are no representation or certification proceedings presently pending or, to the Knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; (iii) to the Knowledge of the Company, in the past three years, there have been no actual or threatened organizing activities with respect to any employees of any Company Group Member, and no such activities are currently pending or, to the Knowledge of the Company, threatened; (iv) in the past three years, there has been no actual or, to the Knowledge of the CompanyMerger Partner, threatened strikestrikes, lockoutgrievances, work stoppage, slowdown, picketing, hand billing, claims of unfair labor practice charge, material labor grievance, material labor arbitration practices or other material labor dispute against or affecting any Company Group Member, and collective bargaining disputes. Xxxxxx Partner has no such dispute is currently pending or to the Knowledge of any material organizational effort made or threatened (including the Companyfiling of a petition for certification) either currently or within the past two (2) years, threatened; and (v) by or on behalf of any labor union with respect to the Transactions, each Company Group Member has satisfied all notice, bargaining, consent, consultation or other obligations to its employees and employees’ representatives under applicable Law and any CBA or other Contract. (b) Each Company Group Member is, and since December 31, 2017 has been, in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (collectively, the “WARN Act”)), employee trainings and notices, workers’ compensation, labor relations, collective bargaining, employee leave issues, COVID-19, affirmative action and unemployment insurance. (c) To the Knowledge of the Company, no current or former employee or independent contractor of any Company Group Member is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed to any Company Group Member; or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by a Company Group Member. To the Knowledge of the Company, no current employee of any Company Group Member with annualized compensation at or above $150,000, has given notice to the Company that the employee intends to terminate his or her employment prior to the one year anniversary of the ClosingXxxxxx Partner Employees. (d) Each Company Group Member has promptly, thoroughly and impartially investigated all sexual harassment, such consultant or other discrimination or retaliation allegations of which any of them independent contractor is or has been made aware in was a party to a written agreement or contract with Merger Partner or its Subsidiaries. Merger Partner and its Subsidiaries have not incurred, and, to the past three years. With respect Knowledge of Merger Partner, no circumstances exist under which, Merger Partner and its Subsidiaries could reasonably be expected to each such allegation with potential meritincur, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware liability arising from the misclassification of any allegations relating to officers, directors, employees, employees as consultants or independent contractors, or agents from the misclassification of consultants or independent contractors as employees. Each such Company Group Member, that, if known to the public, would bring such Company Group Member into material disrepute. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19. (f) Except as would not result in material liability for the Company Group, the Company Group has fully and timely paid all (i) wages, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to its current or former employees consultant and independent contractors under applicable Lawscontractor has entered a confidentiality and assignment of inventions agreement with Xxxxxx Partner, Contract or Company Group policy, and (ii) fines, Taxes, interest, or other penalties for any failure a copy of which has previously been made available to pay or delinquency in paying such compensationPublic Company.

Labor and Employment. (a) Schedule 3.16(a) sets forth, as of the date of this Agreement, a true, correct and complete list of all Business Employees with the following information: (i) name; (ii) job title; (iii) Fair Labor Standards Act classification; (iv) base salary (exempt employees) or hourly wage (non-exempt employees); (v) total 2023 incentive compensation; (vi) status as full- time or part-time; (vii) work location (city, state); and (viii) active/inactive status (and if inactive, start date of leave and expected return to work date). Except as set forth on Schedule 4.13(a3.16(a), none of the Business Employees are party to any agreements that provide for: (x) a term of employment (anything other than at-will employment); or (y) severance, change-of-control, or other benefits upon termination, or that would be triggered by the transactions contemplated hereby. (b) Schedule 3.16(b) sets forth, as of the date of this Agreement, a complete and accurate list of all independent contractors and consultants that currently provide services to the Seller with respect to the Business with the following information: (i) no Company Group Member is a party to or bound by any CBA (including agreements with works councils and trade unions and side letters), and no employees of any Company Group Member are represented by any labor union, works council, or other labor organization with respect to their employmentname; (ii) description of services; (iii) start date and term of services; (iv) compensation arrangement; (v) location (state); and (vi) whether the relationship is governed by a written agreement. (c) The Seller is not, and has never been, a party to any collective bargaining agreement, labor union contract, or trade union agreement. To the Knowledge of the Seller, there have never been any activities or proceedings of any labor or trade union to organize any employees of the Seller. In the past five (5) years, there has been no material labor dispute (including any strike, lockout, material slowdown, unfair labor practice charge, material grievance, or work stoppage) against the Seller, and, to the Knowledge of the Seller, no material labor dispute (including any strike, lockout, material slowdown, unfair labor practice charge, material grievance, or work stoppage) is threatened against the Seller. (d) With respect to the Business and/or the Business Employees, the Seller is, and for the past four (4) years, has been, in compliance with all applicable Laws with respect to labor or employment, including those relating to wages, hours, benefits, equal employment opportunity, collective bargaining, employee classification, independent contractor classification, immigration, occupational safety and health, mass layoffs, and plant closings. With respect to the Business and/or the Business Employees, in the past three five (5) years, there has been no labor union, works council, other labor organization, litigation or group of employees of any Company Group Member has made a demand for recognition or certification, and there are no representation or certification proceedings presently administrative proceeding pending or, to the Knowledge of the CompanySeller, threatened to be brought or filed with against the National Labor Relations Board or any other labor relations tribunal or authority; (iii) to the Knowledge of the Company, in the past three years, there have been no actual or threatened organizing activities Seller with respect to any employees of any Company Group Member, and no such activities are currently pending or, to the Knowledge of the Company, threatened; (iv) in the past three years, there has been no actual or, to the Knowledge of the Company, threatened strike, lockout, work stoppage, slowdown, picketing, hand billing, unfair its labor practice charge, material labor grievance, material labor arbitration or other material labor dispute against or affecting any Company Group Member, and no such dispute is currently pending or to the Knowledge of the Company, threatened; and (v) with respect to the Transactions, each Company Group Member has satisfied all notice, bargaining, consent, consultation or other obligations to its employees and employees’ representatives under applicable Law and any CBA or other Contractemployment practices. (b) Each Company Group Member is, and since December 31, 2017 has been, in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (collectively, the “WARN Act”)), employee trainings and notices, workers’ compensation, labor relations, collective bargaining, employee leave issues, COVID-19, affirmative action and unemployment insurance. (ce) To the Knowledge of the CompanySeller, no current with respect to the Business and/or the Business Employees, the Seller has not hired any employee or former retained any independent contractor in violation of any confidential information and/or restrictive covenant agreement to which such employee or independent contractor is a party or is otherwise bound, and no Person has made an allegation that the Seller or any of its subsidiaries has hired any Company Group Member is in employee or retained any material respect independent contractor in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, such confidential information or restrictive covenant or other obligation: (i) owed to any Company Group Member; or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by a Company Group Member. To the Knowledge of the Company, no current employee of any Company Group Member with annualized compensation at or above $150,000, has given notice to the Company that the employee intends to terminate his or her employment prior to the one year anniversary of the Closingagreement. (d) Each Company Group Member has promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination or retaliation allegations of which any of them is or has been made aware in the past three years. With respect to each such allegation with potential merit, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disrepute. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19. (f) Except as would not result in material liability for the Company Group, the Company Group has fully and timely paid all (i) wages, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to its current or former employees and independent contractors under applicable Laws, Contract or Company Group policy, and (ii) fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensation.

Labor and Employment. (a) Section 4.15(a) of the Disclosure Schedule contains a complete and correct list of all material Collective Bargaining Agreements to which the Company or any of its Subsidiaries is party. To the Knowledge of the Company, there are no organizational efforts presently being made involving employees of the Company or any of its Subsidiaries. (b) Except as set forth on Schedule 4.13(a)Section 4.15(b) of the Disclosure Schedule, (i) no neither the Company Group Member nor any of its Subsidiaries is a party to or bound by any CBA (including agreements with works councils and trade unions and side letters), and no employees the subject of any material Action that asserts that the Company Group Member are represented by or any of its Subsidiaries has violated a Collective Bargaining Agreement or committed an unfair labor practice or that seeks to compel it to bargain with any labor union, works council, union or other labor organization with respect to their employment; (ii) in the past three years, no labor union, works council, other labor organization, trade union, employee association or group of employees of any Company Group Member has made a demand for recognition or certificationsimilar entity, and nor is there are no representation or certification proceedings presently pending or, to the Knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; (iii) to the Knowledge of the Company, in the past three years, there have been no actual or threatened organizing activities with respect to any employees of any Company Group Member, and no such activities are currently pending or, to the Knowledge of the Company, threatened; (iv) in , nor has there been for the past three years, there has been no actual or, to the Knowledge of the Company, threatened any labor strike, lockoutdispute, walk-out, work stoppage, slowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration slow-down or other material labor dispute against lockout involving the Company or affecting any Company Group Member, and no such dispute is currently pending or to the Knowledge of the Company, threatened; and (v) with respect to the Transactions, each Company Group Member has satisfied all notice, bargaining, consent, consultation or other obligations to its employees and employees’ representatives under applicable Law and any CBA or other ContractSubsidiaries. (bc) Each The consummation of the Merger and the other transactions contemplated by this Agreement will not entitle any employee of the Company Group Member is, or any of its Subsidiaries or any third party (including any labor union or labor organization) to any payments under any of the Collective Bargaining Agreements. (d) The Company and since December 31, 2017 has been, each of its Subsidiaries is in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices (including equal employment opportunity and employment practicespay equity Laws), including all Laws respecting human rights, accessibility, terms and conditions of employment, health workers’ compensation, occupational safety and safetyhealth, immigration and wages and hours hours. (including e) Neither the classification Company nor any of independent its Subsidiaries is delinquent in any payments to any of their respective employees, former employees, contractors or former contractors, or other Persons who have performed services for the Company or any of its Subsidiaries or are otherwise entitled to receive remuneration for work or services provided to the Company for any wages, salaries, commissions, bonuses or other compensation for any services performed for the Company or any of its Subsidiaries. All such individuals are, and have been, correctly classified as exempt or nonexempt for purposes of the Fair Labor Standards Act or any other similar law, and non-exempt employees), immigration no individual who has performed services for the Company or any of its Subsidiaries has been improperly excluded from participation in any Employee Benefit Plan. (including f) Neither the completion Company nor any of Forms I-9 for all employees and the proper confirmation of employee visas), employment harassment, discrimination its Subsidiaries has incurred any liability or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including obligation under the Worker Adjustment and Retraining Notification Act of 1988, as amended, and the regulations promulgated thereunder or any similar Laws (collectivelyforeign, the “WARN Act”)), employee trainings and notices, workers’ compensation, labor relations, collective bargaining, employee leave issues, COVID-19, affirmative action and unemployment insurancestate or local Law that remains unsatisfied. (cg) To the Knowledge Section 4.15(g) of the Company, no current or former employee or independent contractor Disclosure Schedule (an updated copy of any Company Group Member is which shall be provided to Purchaser at least ten (10) calendar days in any material respect in violation advance of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: the Closing) sets forth (i) owed to a true and complete list of all of the employees of the Company and any Company Group Memberof its Subsidiaries as of the date hereof; or (ii) owed the base compensation (salary or wage rate) and target bonus of each such employee; (iii) the title, position and/or job classification, date of hire, credited service or seniority, full-time versus part-time status, active or leave status, and location of each such employee; and (iv) in relation to any third party with respect to such Person’s right to be employed employees, a statement of whether each position or engaged by a Company Group Member. To the Knowledge job classification is exempt or nonexempt for purposes of the Company, no current employee of any Company Group Member with annualized compensation at or above $150,000, has given notice Federal Fair Labor Standards Act. (h) Each individual that renders services to the Company that who is classified by the employee intends to terminate his or her employment prior to Company as having the one year anniversary status of the Closing. (d) Each Company Group Member has promptly, thoroughly and impartially investigated all sexual harassment, an independent contractor or other discrimination or retaliation allegations nonemployee status for any purpose (including for purposes of which any of them is or has been made aware in the past three years. With respect to each such allegation with potential merit, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations taxation and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disrepute. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19. (f) Except as would not result in material liability for tax reporting and under the Company Group, the Company Group has fully and timely paid all (iBenefit Plans) wages, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to its current or former employees and independent contractors under applicable Laws, Contract or Company Group policy, and (ii) fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensationis properly so classified.

Labor and Employment. (a) Except as set forth on Schedule 4.13(a), (i) no Company Group Member is a party to or bound by any CBA (including agreements with works councils and trade unions and side letters), and no employees of any Company Group Member are represented by any labor union, works council, or other labor organization with respect to their employment; (ii) in the past three five years, no labor union, works council, other labor organization, or group of employees of any Company Group Member has made a demand for recognition or certification, and there are no representation or certification proceedings presently pending or, to the Knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; (iii) to the Knowledge of the Company, in the past three five years, there have been no actual or threatened organizing activities with respect to any employees of any Company Group Member, and no such activities are currently pending or, to the Knowledge of the Company, threatened; (iv) in the past three five years, there has been no actual or, to the Knowledge of the Company, threatened strike, lockout, work stoppage, slowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration or other material labor dispute against or affecting any Company Group Member, and no such dispute is currently pending or to the Knowledge of the Company, threatened; and (v) with respect to the Transactions, each Company Group Member has satisfied all notice, bargaining, consent, consultation or other obligations to its employees and employees’ representatives under applicable Law and any CBA or other Contract. (b) Each Company Group Member is, and since December 31, 2017 has been, in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, 1988 or any similar Laws (collectively, the “WARN Act”)), employee trainings and notices, workers’ compensation, labor relations, collective bargaining, employee leave issues, COVID-19, affirmative action and unemployment insurance. (c) To the Knowledge of the Company, no current or former employee or independent contractor of any Company Group Member is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed to any Company Group Member; or (ii) owed to any third party with respect to such Personperson’s right to be employed or engaged by a Company Group Member. To the Knowledge of the Company, no current employee of any Company Group Member with annualized compensation at or above $150,000, has given notice to the Company that the employee intends to terminate his or her employment prior to the one year anniversary of the Closing. (d) Each Company Group Member has promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination discrimination, retaliation or retaliation policy violation allegations of which any of them is or has been made aware in the past three five years. With respect to each such allegation with potential merit, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disrepute. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has otherwise experienced any material employment-related liability with respect to COVID-19. (f) Except as would not result in material liability for the Company Group, taken as a whole, the Company Group has fully and timely paid all (i) wages, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to its current or former employees and independent contractors under applicable Laws, Contract or Company Group policy, and (ii) fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensation.

Labor and Employment. (a) Except Section 3.20(a) of the Company Disclosure Schedule sets forth a list of all persons who are employees, independent contractors or consultants of the Company or any of its Subsidiaries as set 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 on Schedule 4.13(a), for each such individual the following: (i) no 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, if applicable, the anticipated date of return to service; (ix) full-time or part-time status; (x) exempt or non-exempt status; (xi) employment location; (xii) severance upon termination or upon the consummation of the transactions contemplated hereby; and (xiii) in which Company Group Member is a party to or bound by any CBA Employee Plans the individual participates. (including agreements with works councils and trade unions and side letters), and no b) No employees of the Company or any Company Group Member of its Subsidiaries are represented by any labor or trade union, works council, employee association or other employee representative. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to, any collective bargaining agreement or other agreement with a labor organization with respect to their employment; (ii) in the past three years, no labor or trade union, works council, employee association or other labor organizationemployee representative. There have been no strikes, lockouts, slow-downs, work stoppages, picketing, or group any other manner of collective labor unrest among the employees of the Company or its Subsidiaries and, during that time, none of the Company, its Subsidiaries or any Company Group Member ERISA Affiliate has made a demand for recognition or certification, and there are no representation or certification proceedings presently pending received written or, to the Knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; (iii) to the Knowledge notice, that such actions have been threatened. As of the Company, in the past three yearsdate of this Agreement, there have been are no actual or threatened organizing activities with respect to any employees of any Company Group Member, and no such activities are currently complaints pending or, to the Knowledge Company’s Knowledge, threatened against the Company or any of its Subsidiaries or any ERISA Affiliate alleging that any of them has violated any Laws or contracts that relate to wages, taxes and withholdings related to such wages, hours, employment or termination of employment, employment policies or practices, paid time off or sick leave, meal and rest breaks, wage statements, leave of absence rights, immigration Laws, terms and conditions of employment, compensation, labor or employee relations, classification of employees (whether for purpose of overtime or employee/independent contractor status or otherwise), affirmative action, government contracting, equal employment opportunity and fair employment practices, workers’ compensation, unemployment compensation, whistle-blowing, retaliation or employee safety or health. To the Company’s Knowledge, as of the Companydate of this Agreement there is no organizational effort presently being made or threatened by or on behalf of any labor or trade union, threatened; (iv) in the past three years, there has been no actual or, to the Knowledge employee association or current or former employee of the Company, threatened strike, lockout, work stoppage, slowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration Company or other material labor dispute against or affecting any Company Group Member, and no such dispute is currently pending or to the Knowledge of the Company, threatened; and (v) its Subsidiaries with respect to the Transactions, each Company Group Member has satisfied all notice, bargaining, consent, consultation or other obligations to its employees and Company’s employees’ representatives under applicable Law and any CBA or other Contract. (bc) Each In all countries where the Company’s and its Subsidiaries’ employees are located, the Company Group Member is, and since December 31, 2017 has been, its Subsidiaries are and have been in compliance in all material respects with all applicable Laws laws respecting labor, employment and employment practices, including all Laws respecting terms and conditions of employment, wages and hours, workplace safety, occupational health and safety, wages vacation pay, overtime pay, pay equity, notice of termination, immigration, employee privacy, family, medical and hours (including the other leaves, classification of employees, consultants and independent contractors contractors, workers’ compensation and exempt assessments, human rights and nondiscrimination, non-harassment, and non-exempt employees), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (collectively, the “WARN Act”)), employee trainings and notices, workers’ compensation, labor relations, collective bargaining, employee leave issues, COVID-19, affirmative action and unemployment insurance. (c) To the Knowledge of the Company, no current or former employee or independent contractor of any Company Group Member is retaliation in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed to any Company Group Member; or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by a Company Group Member. To the Knowledge of the Company, no current employee of any Company Group Member with annualized compensation at or above $150,000, has given notice to the Company that the employee intends to terminate his or her employment prior to the one year anniversary of the Closingemployment. (d) Each The Company Group Member has promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination or retaliation allegations of which its Subsidiaries do not have any of them is or has been made aware in the past three years. With respect to each such allegation with potential merit, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disrepute. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including liability as a result of COVID-19 the failure to properly classify applicable persons as employees, independent contractors, leased employees or any Law directiveas persons exempt from overtime pay. There are no amounts of compensation outstanding, guidelines (including, but not limited to, vacation or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19. (f) Except as would not result in material liability for the Company Grouppaid time off, the Company Group has fully and timely paid all (i) wagessick leave, salaries, wage premiumsbonuses, commissions, overtimeor other liabilities accrued through the date of this Agreement) to any current or former employee, bonuses, severance and termination paymentsindependent contractor or leased employee other than accrued amounts representing salary, fees, and other compensation that has come or bonus entitlements not yet due and payable to its current be paid or former employees and independent contractors under applicable Laws, Contract or Company Group policy, and (ii) fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensationthe reimbursement of legitimate business expenses.

Labor and Employment. (a) Except as set forth on Schedule 4.13(a)Section 3.21(a) of the Disclosure Letter, (i) no Company Group Member there is a party to or bound by not presently any CBA (including agreements with works councils and trade unions and side letters), and no employees of any Company Group Member are represented by any labor union, works council, or other labor organization with respect to their employment; (ii) in the past three years, no labor union, works council, other labor organization, or group of employees of any Company Group Member has made a demand for recognition or certification, and there are no representation or certification proceedings presently pending ornor, to the Knowledge knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; (iii) to the Knowledge of the Company, in has there been during the past three years, there have been no years (A) any actual or threatened organizing activities with respect to any employees of any Company Group Member, and no such activities are currently pending or, to the Knowledge of the Company, threatened; (iv) in the past three years, there has been no actual or, to the Knowledge of the Company, threatened strike, lockout, work stoppage, slowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration work stoppage or employee grievance process or other material activity or labor dispute affecting any of the Target Companies, (B) union organizational activity or other labor or employment dispute against or affecting any Company Group Member, and no such dispute is currently pending or to the Knowledge of the Company, threatened; and Target Companies or (vC) application for certification of a collective bargaining agent with respect to the Transactionsemployees of any of the Target Companies, each (ii) no Target Company Group Member is a party to, subject to the requirements of or has satisfied all noticeany obligation under, bargaining, consent, consultation any collective bargaining agreement or other obligations to its employees labor agreement and employees’ representatives under applicable Law no such agreement is being negotiated, (iii) neither the execution and delivery of any CBA of the Transaction Documents nor the consummation of the transactions contemplated thereby shall require the approval of any labor union or other Contractemployee or labor organization and (iv) each employee of the Target Companies is employed “at will”. (b) Each Company Group Member is, and since December 31, 2017 has been, in compliance The Target Companies have complied in all material respects with all applicable Laws respecting laborrelating to employment, equal-employment opportunity, employment discrimination and employment practices, including all Laws respecting labor relations, occupational safety and health standards, terms and conditions of employment, health and safetyminimum wages, wages and hours (including the payment of wages, hours, overtime, working conditions, breaks, benefits, collective bargaining, unlawful retirement or termination, classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas)immigration, employment harassmentvisa, discrimination or retaliationwork status, whistleblowinghuman rights, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (collectivelypay equity, the “WARN Act”)), employee trainings payment of social security and notices, similar Taxes and workers’ compensation, and have not engaged in any unfair labor relationspractices with respect to any employees or other service providers, collective bargainingin each case, employee leave issuesexcept where any failures to be in compliance or any engagement in such practices, COVID-19individually or in the aggregate, affirmative action and unemployment insurancewould not be reasonably expected to give rise to a material liability or obligation of the Target Companies. (c) To No Target Company has in the Knowledge past three (3) years or is reasonably likely to incur any material liability or obligation, including under or on account of a Benefit Plan, arising out of the Company, no current or former employee or independent contractor misclassification of any Company Group Member is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: individuals hired to provide services to the Target Companies and treating such individuals as (i) owed to any Company Group Member; consultants or independent contractors and not as employees or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by a Company Group Member. To the Knowledge of the Company, no current employee of any Company Group Member with annualized compensation at or above $150,000, has given notice to the Company that the employee intends to terminate his or her employment prior to the one year anniversary of the Closingexempt employees and not as non-exempt employees. (d) Each Company Group Member has promptlySection 3.21(d) of the Disclosure Letter sets forth a list of each employee as of the date of this Agreement including, thoroughly and impartially investigated all sexual harassment, or other discrimination or retaliation allegations of which any of them is or has been made aware in the past three years. With respect to each such allegation with potential meritas applicable, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disrepute. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19. (f) Except as would not result in material liability for the Company Group, the Company Group has fully and timely paid all employee’s current (i) wagesjob title, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to its current or former employees and independent contractors under applicable Laws, Contract or Company Group policy, and (ii) finescurrent base salary or wage rate, Taxes(iii) current target bonus (if any), interest(iv) start date, (v) work location, (vi) accrued but unused vacation and other paid time off, (vii) union or other penalties for any failure to pay non-union status, (viii) full-time or delinquency in paying such compensationpart-time status and (ix) employment status (i.e., active or inactive).

Labor and Employment. (ah) Except as set forth on Schedule 4.13(a)Section 4.16 of the Disclosure Schedules, (i) no neither the Company Group Member nor its Subsidiary is a party to or bound by any CBA (including labor agreement, collective bargaining agreement, or any other labor-related agreements or arrangements with any labor union, labor organization or works councils and trade unions and side letters), and council applicable to persons employed by the Company or its Subsidiary; no employees of any the Company Group Member or its Subsidiary are represented by any labor union, works council, or other labor organization or works council with respect to their employmentemployment with the Company or its Subsidiary; (ii) in and to the past three yearsCompany’s knowledge, no union organizing efforts are underway with respect to such persons. (i) No labor union, works council, other labor organization, works council or group of employees of any the Company Group Member or its Subsidiary has made a pending demand for recognition or certificationcertification as representative of employees of the Company or its Subsidiary, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; . (iiij) to the Knowledge Except as set forth in Section 4.16(c) of the CompanyDisclosure Schedules, in the past three yearssince February 1, 2013, there have been no actual unfair labor practice Proceedings, material grievances, material arbitrations, strikes, slowdowns, work stoppages or threatened organizing activities lockouts, picketing, hand billing or other material labor disputes against or involving the Company or its Subsidiary, or, to the knowledge of the Company, threat thereof, by or with respect to any employees of any the Company Group Member, and no such activities are currently pending or, to the Knowledge of the Company, threatened; (iv) in the past three years, there has been no actual or, to the Knowledge of the Company, threatened strike, lockout, work stoppage, slowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration or other material labor dispute against or affecting any Company Group Member, and no such dispute is currently pending or to the Knowledge of the Company, threatened; and (v) with respect to the Transactions, each Company Group Member has satisfied all notice, bargaining, consent, consultation or other obligations to its employees and employees’ representatives under applicable Law and any CBA or other ContractSubsidiary. (bk) Each The Company Group Member is, and since December 31, 2017 has been, its Subsidiary are in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees)hours, immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas)child labor, immigration, employment harassment, discrimination or retaliation, whistleblowingdiscrimination, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988layoffs, as amended, or any similar Laws (collectively, the “WARN Act”)), employee trainings and noticesaffirmative action, workers’ compensation, labor relations, collective bargaining, employee leave issues, COVID-19, affirmative action issues and unemployment insurance. (cl) Except as set forth in Section 4.16 of the Disclosure Schedules, since February 1, 2013, the Company and its Subsidiary have not received written notice of (i) any material charge or complaint pending before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices or (ii) the intent of any Governmental Entity responsible for the enforcement of labor and employment laws to conduct a material investigation or notice that such investigation is in progress. (m) To the Knowledge knowledge of the Company, no current employee of the Company or former employee or independent contractor of any Company Group Member its Subsidiary is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, agreement or restrictive covenant or other obligationcovenant: (i) owed to any the Company Group Member; or its Subsidiary or (ii) owed to a former employer of any third party with respect such employee relating to (A) the right of any such Person’s right employee to be employed by the Company or engaged by a Company Group Member. To the Knowledge of the Company, no current employee of any Company Group Member with annualized compensation at its Subsidiary or above $150,000, has given notice (B) to the Company that the employee intends to terminate his knowledge or her employment prior to the one year anniversary use of the Closingtrade secrets or proprietary information. (d) Each Company Group Member has promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination or retaliation allegations of which any of them is or has been made aware in the past three years. With respect to each such allegation with potential merit, each Company Group Member has taken prompt corrective action that is reasonably calculated to prevent further improper action. No Company Group Member reasonably expects any material liabilities with respect to any such allegations and is not aware of any allegations relating to officers, directors, employees, contractors, or agents of such Company Group Member, that, if known to the public, would bring such Company Group Member into material disrepute. (e) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Group Member (other than terminations of employees for performance reasons) has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. No Company Group Member has experienced any material employment-related liability with respect to COVID-19. (f) Except as would not result in material liability for the Company Group, the Company Group has fully and timely paid all (i) wages, salaries, wage premiums, commissions, overtime, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to its current or former employees and independent contractors under applicable Laws, Contract or Company Group policy, and (ii) fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensation.